Common use of Additional Rent Clause in Contracts

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on Seller, as landlord under the Commencement DateLeases, for each calendar year is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Term (prorated Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any calendar year falling partially within the Term)period after Closing, Tenant Seller shall pay or credit any such amounts to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”)Buyer at Closing. Prior To the extent that estimated payments of Operating Expense Pass-Throughs are required to the Commencement Date be paid monthly by any tenant, and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such tenant's lease year, or the calendar year, a statement (“Landlord’s Statement”) in reasonable detailsuch estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, including supportive documentation, setting forth (a) with the amount of Tenant's actual responsibility appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for Additional Rent, such tenant shall be finally prorated between Seller and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant Buyer at the time Landlord furnishes of such reconciliation with the statementtenant, orusing the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement there shall be final a re-proration between Seller and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety Buyer, taking into account the additional amount collected from (90or refunded to) days from receipteach tenant. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period In furtherance of three (3) years following each yearthe foregoing, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility ▇ to Tenants for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditOperating Expense Pass-Throughs.

Additional Rent. (a) The Rentable Area in the building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1/12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-more than five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Within ninety (90) days following the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following twelve (12) month period. Commencing on the first day of April of each calendar year and continuing on the first day of every month thereafter in such twelve (12) month period, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such twelve (12) month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (b120) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a calculation of one-twelfth contingency basis and which is mutually approved by Landlord and Tenant (1/12the "Accountant") to complete an audit of Landlord's estimate books and records to determine the proper amount of ▇▇▇▇▇▇'s the Operating Costs, Taxes and Additional Rent (“Monthly Estimated Rent”). incurred and amounts payable by Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on year which is the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end subject of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) dispute. Such audit by the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, mutually agree as to the parties shall request an audit identity of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant Accountant within thirty (30) daysdays after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. 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 the amount of such over-charge. If the variance 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 less than five subsequently determined that Landlord's original statement which was the subject of such audit was in error to Tenant's disadvantage by ten percent (510%)) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. Landlord’s initials Tenant’s initials (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within ten (10) business days of said auditTenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shall be reduced to equal the Taxes for the year in which the decrease occurs.

Additional Rent. Commencing on 3.3.1. In addition to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Monthly Base Rent and other sums to be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent Landlord’s Insurance the amount by which Tenant's share of Operating Expenses (as defined below) and Real Property Taxes (collectively known for any lease year or part thereof during the term exceeds Tenant's Expense Stop Base, as “Additional Rent”)set forth in the Basic Lease Provisions. Prior Tenant's share of Operating Expenses shall be an amount equal to the Commencement Date product of the Operating Expenses multiplied by Tenant's Operating Expense Percentage specified in the Basic Lease Provisions. For partial lease years during the term, the annual Operating Expenses and at least thirty (Tenant's Expense Stop Base shall be prorated on a daily basis using a 30) days prior -day month and 360-day year to determine the beginning amount of each calendar year thereafter, additional rent due to Landlord. 3.3.2. Landlord shall furnish be entitled to make an estimate of Operating Expenses projected for each lease year. Landlord shall be entitled to revise such estimate at any time and from time to time during the lease year to increase or decrease the estimate of Operating Expenses. If Landlord notifies Tenant a written statement setting forth the following: (a) that Landlord's estimate (or any revised estimate) of ▇▇▇▇▇▇'s Additional RentOperating Expenses would result in an obligation of Tenant to pay additional rent, and (b) a calculation of then upon request by Landlord, Tenant shall pay one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and such estimated additional rent on the first day of every successive calendar each month thereafter during in advance together with the TermMonthly Base Rent. Monthly Estimated Rent If Landlord shall so notify Tenant after the commencement of a lease year, then with the next payment of rent due, Tenant shall also pay to Landlord one-twelfth (1/12) of such estimated additional rent for a period each month of less than one month such lease year which has already elapsed. 3.3.3. Landlord shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year provide Tenant with an annual statement showing Tenant's share of the Term in which Tenant is responsible annual Operating Expenses over Tenant's Expense Stop Base, if any, for paying Additional Rentthe prior lease year, together with any proration. Landlord shall furnish use all reasonable efforts to Tenant by written notice, delivered in accordance with Article 22 and deliver the annual statement within sixty one hundred twenty (60120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such calendar year, period shall not impair or constitute a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount waiver of Tenant's actual responsibility obligations to pay additional rent or cause Landlord to incur any obligation for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yeardamages. If the amount of Tenant's actual responsibility the additional rent due for Additional Rent the lease year exceeds the sum of Tenant's Monthly Estimated Rent paymentsany amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay the deficiency such excess to Landlord within forty-five ten (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9010) days of receipt of Landlord’s Statement in accordance with 's statement. If the delivery requirements in Section 12.2 and amounts paid as estimated additional rent for a lease year exceed the amount of Tenant's obligation shown on the annual statement, then Tenant shall be resolved entitled to a credit against monthly installments of estimated additional rent due for the then current year. If no further sums of additional rent are or will become due against which the excess can be credited, then, subject to offset at Landlord's election against other sums owed by Tenant, Landlord shall pay such excess to Tenant within ten (10) days after delivery of the parties through consultation annual statement. All obligations to pay additional rent and/or the obligation of Landlord to credit or reimburse Tenant for any excess payment of estimated additional rent shall survive expiration of the term or earlier termination of this Lease. 3.3.4. Tenant shall have a period of thirty (30) days after delivery of the annual statement of Operating Expenses to question or challenge the amount shown thereon by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such thirty (30) day period. If Tenant timely challenges any item shown on the annual statement, Tenant shall then have a period of sixty (60) days in good faith within which to inspect, during business hours upon reasonable written notice to Landlord at Landlord's office, Landlord's records relating to the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit whether Tenant continues to challenge any of the disputed matter from an independentitems originally objected to, in which case a certification as to proper amount shall be made by Landlord's independent certified public accountant selected by both Landlord and Tenantaccountant, whose decision shall be based on generally accepted accounting principles and which certification shall be final and binding on the partiesconclusive. If there is a variance The cost of such review shall be paid by Tenant, unless such review reveals an error resulting in an overcharge to Tenant of five percent (5%) or more between said decision more, in which case the cost of such review shall be paid by Landlord. If Tenant fails to review the records or fails to give timely written notice to Landlord that it continues to object, then Tenant shall be deemed to have waived its objection and Landlord's determination shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost amount claimed by Landlord to be due as and when provided for herein, pending the resolution of said auditTenant's objection.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Operating Expense Adjustment. Tenant shall pay to Landlord as additional rent Landlord’s Insurance (Tenant's Proportionate Share of operating expenses and real property taxes for the Building. Effective January 1 of each year Landlord shall estimate the operating expenses and real property taxes. Monthly rent for that year shall be increased by one-twelfth of Tenant's Proportionate Share of operating expenses and real property taxes, provided that Landlord may revise its estimate during any year with reasonable cause and the additional estimate shall be payable as defined below) equal additions to rent for the remainder of the calendar year. Following the end of each calendar year, Landlord shall compute Tenant's actual Proportionate Share of operating expenses and Real Property Taxes (collectively known as “Additional Rent”)real property taxes and bill Tenant for any deficiency or credit Tenant with any excess collected. Prior to the Commencement Date Tenant shall pay any such deficiency and at least Landlord shall pay any such credit within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) after Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentbilling, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant whether or not this Lease shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant have expired or terminated at the time Landlord furnishes of such billing. 19.1.1 As used herein "real property taxes" as used herein shall mean all taxes and assessments of any public authority against the statementBuilding and the land on which it is located, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcontesting any tax and any form of fee or charge imposed on Landlord as a direct consequence of owning or leasing the Premises, including but not limited to, rent taxes, gross receipt taxes, leasing taxes, or any fee or charge wholly or partially in lieu of or in substitution for ad valorem real property taxes or assessments, whether now existing or hereafter enacted. As used herein, "operating expenses" shall mean all costs of operating, maintaining, managing, replacing and repairing the Building as determined by standard real estate accounting practice, including, but not limited to: all water and sewer charges; the cost of natural gas and electricity provided to the Building; janitorial and cleaning supplies and services for the common areas of the Building; administration costs and management fees; superintendent fees; security services, if any; insurance premiums; licenses, permits for the operation and maintenance of the Building and all of its component elements and mechanical systems; ordinary and emergency repairs and maintenance, and the annual amortized capital improvement cost (amortized over such a period as Landlord may select but not shorter than the period allowed under the Internal Revenue Code and at a current market interest rate) for any capital improvements to the Building. "Operating expenses" shall also include all assessments under recorded covenants or master plans and/or by owner's associations. In the event the average occupancy level of the Building for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated operating expenses and actual operating expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which have occurred had the Building been one hundred percent (100%) occupied during such year.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for the year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating-Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Tenn. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on Subtenant agrees to pay Sublandlord of the Commencement Datefollowing amounts (collectively, for the “Additional Rent”): (i) Subtenant’s SBA Share of the Shared Building Area Costs allocable to each calendar year of during the Term (Term, prorated for any calendar year falling partially within the Term), Tenant shall pay ; (ii) Subtenant’s POC Share of the Project Operating Costs allocable to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterduring the Term, Landlord shall furnish to Tenant a written statement setting forth prorated for any calendar year falling partially within the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, Term; and (biii) a calculation Subtenant’s PIT Share of the Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(e). Subtenant shall pay one-twelfth (1/121/12th) of Landlord's Sublandlord’s reasonable estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year on or before the first (1st) day of each month during such calendar year. Following the end of each calendar year within the Term, Sublandlord shall furnish Subtenant with a final statement (the “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the end of the calendar year in which Sublandlord paid such amount, then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s receipt of the Expense Statement for such year. If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the variance is less than five percent results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (5%)180) day period provided under this section or Subtenant does not notify Sublandlord, Tenant in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall pay the cost cease to have any right to review such records or receive a refund of said auditsuch Expense Overpayment.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Within ninety (90) days following the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following twelve (12) month period. Commencing on the first day of April of each calendar year and continuing on the first day of every month thereafter in such twelve (12) month period, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such twelve (12) month period will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such twelve (12) month period (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within one hundred twenty (b120) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant or its designated agent with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. In the event such dispute cannot be resolved by the parties, then Tenant shall have the right to retain an independent certified public accountant which is not paid on a calculation of one-twelfth contingency basis and which is mutually approved by Landlord and Tenant (1/12the "Accountant") to complete an audit of Landlord's estimate books and records to determine the proper amount of ▇▇▇▇▇▇'s the Operating Costs, Taxes and Additional Rent (“Monthly Estimated Rent”). incurred and amounts payable by Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on year which is the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end subject of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) dispute. Such audit by the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Accountant shall be final and binding upon Landlord and Tenant. If Landlord and T▇▇▇▇▇ cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant unless notifies Landlord that Tenant objects desires an audit to be performed, then the Accountant shall be one of the "Big 4" accounting firms selected by Tenant, which is not paid on a contingency basis. If such audit reveals that L▇▇▇▇▇▇▇ has over-charged T▇▇▇▇▇, then within thirty (30) days after the results of such audit are made available to Landlord’s Statement , Landlord shall reimburse to Tenant the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within ninety thirty (9030) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period after the results of three (3) years following each year, and such records shall be audit are made available for inspection and photocopying by to Tenant, Tenant and/or its agents during ordinary business hours at Landlord’s principal officeshall reimburse to Landlord the amount of such under-charge. Any dispute with respect T▇▇▇▇▇ agrees to ▇pay the cost of such audit unless it is subsequently determined that L▇▇▇▇▇▇▇'s calculations original statement which was the subject of such audit was in error to T▇▇▇▇▇'s disadvantage by ten percent (10%) or more of the total Operating Costs, Taxes and Additional Rent which was the subject of such audit. Any objection of Tenant to L▇▇▇▇▇▇▇’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver L▇▇▇▇▇▇▇’s statement in a timely manner relieve Tenant of Tenant's actual responsibility for ’s obligation to pay any amounts due Landlord based on Landlord’s statement. L▇▇▇▇▇▇▇’s initials Tenant’s initials (4) If Tenant’s Additional Rent must be raised as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ninety ten (9010) business days of Tenant’s receipt of Landlord’s Statement in accordance with statement. If the delivery requirements in Section 12.2 and total payments made by Tenant on account thereof exceed T▇▇▇▇▇’s Additional Rent as finally determined for such year, T▇▇▇▇▇’s excess payment shall be resolved by credited toward the parties through consultation in good faith within sixty (60) days of written notice of disputed chargerent next due from Tenant under this lease. However, if For any partial calendar year at the dispute cannot be resolved within such period, the parties shall request an audit beginning or end of the disputed matter from an independentTerm, certified public accountant selected by both Landlord and Tenant, whose decision Additional Rent shall be based on generally accepted accounting principles and shall be final and binding prorated on the partiesbasis of a 365-day year by computing T▇▇▇▇▇’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. If there is a variance Notwithstanding the termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthis Lease, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), or Tenant shall pay to Landlord, as the cost case may be, within ten (10) days after T▇▇▇▇▇’s receipt of said auditLandlord’s final statement for the calendar year in which this Lease terminates, the difference between T▇▇▇▇▇’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shall be reduced to equal the Taxes for the year in which the decrease occurs.

Additional Rent. Commencing on For purposes of this Lease, Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises MULTIPLIED BY (b) the difference between (i) the Operating Expenses DIVIDED BY the Net Rentable Area of the Building MINUS (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund to Tenant, if the Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such year and the estimated Additional Rent paid by Tenant during such year. In the event that Tenant is not satisfied with the statements of actual Additional Rent submitted by Landlord, Tenant shall have the annual right, at Tenant's expense and after giving twenty (20) days' prior written notice to Landlord, to cause a nationally recognized firm of independent certified public accountants reasonably acceptable to Landlord (similar to the "big six" firms as additional rent Landlord’s Insurance that term is used on the date hereof) to make a special audit of all books and records pertaining to the Operating Expenses and the statements of Additional Rent for any periods within two (as defined below2) and Real Property Taxes (collectively known as “Additional Rent”). Prior Fiscal Years prior to the review; provided, however, no review shall extend to periods of time preceding the Fiscal Year within which the Commencement Date and at least thirty falls. If any such audit reveals that Landlord overcharged Tenant for Operating Expenses by more than five percent (305%) days prior to the beginning of each calendar year thereafterin any one year, Landlord shall furnish to Tenant a written statement setting forth will pay the following: (aproportionate cost for such audit for the year(s) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Landlord was found to have overcharged Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent). If any such audit indicates that the statement submitted to Tenant is incorrect, Landlord shall pay the costs of said audit and shall credit to Tenant any overpayment toward or Tenant shall pay to Landlord any underpayment, as the next Base Rent and/or Monthly Estimated Rent payment falling case may be, which is established by any such audit. Any payments required to be made by the parties pursuant to the preceding sentence shall be due or pay such overpayment to Tenant and payable within thirty (30) days. If business days after receipt of such audit by the variance is less than five percent (5%), Tenant shall pay the cost of said auditparty required to make such payment.

Additional Rent. Commencing on the Commencement DateLandlord shall, for each calendar year of the Term within one hundred twenty (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60120) days after the end of such calendar yeareach Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide an Expense Statement within such time period shall not be a waiver of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for right to collect any Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the Expense Statement shows that the actual amount of Tenant's actual responsibility Tenant owes for such Operating Period is more than the estimated Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentspaid by Tenant for such Operating Period, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant difference within thirty (30) daysdays after Tenant’s receipt of the Expense Statement. If the variance Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to the Additional Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of Section 7(c) of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Lease expires, or is less terminated pursuant to the terms of this Lease, on a date other than five percent December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (5%30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the portion of such Operating Period that is contained within the Term (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the cost prorated Additional Rent reflected in the Final Expense Estimate within thirty (30) days after Tenant’s receipt of said auditsuch Final Expense Estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Statement. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Landlord within thirty (30) days after Tenant’s receipt of such statement.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Subtenant agrees to pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known Sublandlord, as “Additional Rent” hereunder and without any deduction or setoff whatsoever, 100% of the amounts paid with respect to “Operating Costs” (as defined in the Prime Lease) above the amounts paid for calendar year 2008, and 100% of the amounts paid with respect to “Taxes” (as defined in the Prime Lease) above the amounts paid for fiscal year 2008 (i.e. July 2007 through June 2008). Sublandlord shall provide Subtenant with all documentation furnished to Sublandlord by Prime Landlord under the Prime Lease with respect to Operating Costs and Taxes (the “Statement of Expenses”). Prior Subtenant shall make monthly payments to Sublandlord on account of Prime Landlord’s estimation of amounts payable by Subtenant with respect to Operating Costs and Taxes in the Commencement Date same manner and at least thirty (30) the same time as Base Rent is paid hereunder. Subtenant may, within 90 days prior to the beginning after receiving Sublandlord’s Statement of each calendar year thereafterExpenses, Landlord shall furnish to Tenant a give Sublandlord written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent notice (“Monthly Estimated RentReview Notice”). Tenant shall pay ) that Subtenant intends to Landlord review Sublandlord’s records of the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive Expenses for that calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year Within a reasonable time after receipt of the Term in which Tenant is responsible Review Notice, Sublandlord shall make all pertinent records available for paying Additional Rentinspection that are reasonably necessary for Subtenant to conduct its review. If any records are maintained at a location other than the office of the Building, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 Subtenant may either inspect the records at such other location or pay for the reasonable cost of copying and within sixty (60) shipping the records. Within 60 days after the end of such calendar yearrecords are made available to Subtenant, a statement Subtenant shall have the right to give Sublandlord written notice (an “Landlord’s StatementObjection Notice”) stating in reasonable detaildetail any objection to Sublandlord’s Statement of Expenses for that year. If Subtenant fails to give Sublandlord an Objection Notice within the 60 day period or fails to provide Sublandlord with a Review Notice within the 90 day period described above, including supportive documentationSubtenant shall be deemed to have approved Sublandlord’s Statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Subtenant provides Sublandlord with a timely Objection Notice, setting forth (a) Sublandlord and Subtenant shall work together in good faith to resolve any issues raised in Subtenant’s Objection Notice. If Sublandlord and Subtenant determine that Expenses for the calendar year are less than reported, Sublandlord shall provide Subtenant with a credit against the next installment of Rent in the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearoverpayment by Subtenant. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement The records obtained by Subtenant shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred treated as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditconfidential.

Additional Rent. Commencing on the Commencement DateThis Lease is a triple net lease, for each calendar year meaning and intending that in addition to payment of the Term (prorated for any calendar year falling partially within the Term)Base Rent, Tenant Lessee shall pay to Landlord directly or reimburse Lessor for Lessee’s proportionate share of all taxes, insurance costs, operating costs, charges and expenses actually incurred by Lessor in connection with the Leased Premises and the Building and Property, all as additional rent Landlord’s Insurance more particularly set forth hereinbelow (as defined below) and Real Property Taxes (collectively known as hereinafter “Additional Rent”). Prior Lessee’s proportionate share shall be . Base Rent and Additional Rent may sometimes hereinafter be collectively referred to as “Rent”. Lessor’s common area expenses shall include all real estate taxes, insurance costs and premiums, common area electricity, management fees, office expenses, snow removal, landscaping, water and sewer charges, the maintenance of the HVAC, building sprinkler tests, operating costs, charges and expenses directly related to the Commencement Date building and at least thirty property, association fees, and all maintenance and repairs (30) days prior to the beginning of collectively “Operating Expenses”). Lessor shall determine Estimated Operating Expenses as defined hereinbelow for each calendar year during the Term of the Lease, as same may be extended. As used herein, Estimated Operating Expenses means, with respect to each such calendar year, Lessor’s reasonable determination of the anticipated Operated Expenses, which determination shall be based on the prior year’s actual Operating Expenses and reasonable projections of changes to same adjusted to reflect full occupancy for twelve (12) months. Commencing on the date that the first installment of Base Rent is due pursuant to Article 6, and on each day that subsequent installments of Base Rent are due thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate Lessee’s proportionate share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Operating Expenses shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearpaid by Lessee to Lessor. For After presentation to Lessee following each calendar year of during the Term of a statement in which Tenant is responsible reasonable detail summarizing the Operating Expenses for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's an adjustment shall be made to account for actual responsibility Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such calendar year. If the total amount of Tenant's actual responsibility Estimated Operating Expenses actually received by the Lessor from the Lessee for Additional Rent exceeds any calendar year shall be less than the sum of Tenant's Monthly Estimated Rent paymentsOperating Expenses for such calendar year, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds then the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement such difference shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement payable by the Lessee within ninety twenty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9020) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and annual statement summarizing Operating Expenses. If the total amount of the Estimated Operating Expenses actually received by Lessor from Lessee for any calendar year shall be resolved by greater than the parties through consultation in good faith Operating Expenses for such calendar year, then the Lessor shall, at its option, within sixty twenty (6020) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit delivery of the disputed matter from annual statement summarizing Operating Expenses either pay to the Lessee the amount of such excess or credit an independentequal amount against the Lessee’s Rent obligations hereunder. In the event the Commencement Date and/or Expiration Date of the Lease do not coincide with the first and last day of a calendar year respectively, certified public accountant selected by both Landlord Lessee’s obligation to pay Additional Rent for the first and Tenant, whose decision final lease years shall be based on generally accepted accounting principles and shall be final and binding on the partiesadjusted proportionately. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord Initially Lessee shall pay the costs Lessor Additional Rent of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly as Estimated Rent payment falling due or pay such overpayment to Tenant within thirty Operating Expenses (30) days. If the variance is less than five percent (5%which includes estimated real estate taxes), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Beginning on the Sublease Commencement Date and continuing to the Sublease Expiration Date, for each calendar year of but subject to Subtenant’s rights to the Term (prorated for any calendar year falling partially within the Term)Abated Rent, Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlordfor this subletting all of Tenant’s Insurance Share of the Direct Expenses that are payable by Sublandlord to Master Landlord under the Master Lease, together with any and all other Additional Rent payable under the Master Lease, as incorporated herein, and together with any and all other additional expenses, costs and charges payable to Master Landlord under the Master Lease, as incorporated herein, in connection with Subtenant’s use of the Sublease Premises. Sublandlord and Subtenant each understand, acknowledge and agree that Subtenant shall be obligated to pay Tenant’s Share of the Direct Expenses for the Sublease Premises during the Base Rent Abatement Period where Base Rent is not being charged. Tenant’s Share of Direct Expenses is currently calculated at Twenty-Two Thousand Nine Hundred Forty-Seven and 26/100 Dollars ($22,947.26) per month; provided, however, that Subtenant further understands, acknowledges and agrees that Tenant’s Share of Direct Expenses is subject to adjustment, and is further subject to such other charges as defined below) are more particularly set forth in the Master Lease, as incorporated herein. Sublandlord agrees to promptly notify Subtenant of any increase in or other statements for the payment of Tenant’s Share of Direct Expenses or Additional Rent under the Master Lease, and Real Property Taxes (collectively known as “Additional Rent”). Prior of any other amounts owing to Master Landlord under the Commencement Date Master Lease, and at least Subtenant agrees to pay Sublandlord for all such additional amounts within thirty (30) days prior of receipt of Sublandlord’s written notice thereof. Subtenant shall be entitled to the beginning all credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter such amounts during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Lease Commencement DateDate (as determined pursuant to Article 2.3 above) and continuing throughout the Lease Term, for each calendar year of in addition to the Term (prorated for any calendar year falling partially within the Term)Base Monthly Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”) the following amounts: A. Tenant’s Proportionate Share of all Building Operating Expenses (as defined in Article 13). Prior Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to the Commencement Date and at least thirty time designated by Landlord: (301) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may ▇▇▇▇ to Tenant, on a periodic basis not more frequently than monthly, Tenant’s Proportionate Share of such expenses (or group of expenses) as paid or incurred by Landlord, and Tenant shall pay such share of such expenses within ten days after receipt of a written ▇▇▇'s Additional Rent▇ therefore from Landlord; and/or (2) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (or group of expenses, such as Landlord’s Insurance Costs or Real Property Taxes) which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay its Proportionate Share of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the method of billing Tenant its Proportionate Share of such expenses or the periodic basis on which such expenses are billed. B. Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; C. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and D. Any other charges or reimbursements due Landlord from Tenant pursuant to the Monthly Estimated Rent beginning on the Commencement Date and on the first day terms of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing on In addition to Base Rent, the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known pay, as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning , with each installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Base Rent, and (b) a calculation the Tenant’s Proportionate Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)Operating Costs for each Lease Year or portion thereof during the Term hereof. The Tenant shall pay to the Landlord monthly installments on account of Tenant’s Proportionate Share of projected Operating Costs for the Monthly Estimated Rent beginning Lease Year, reasonably calculated by the Landlord on the Commencement Date and on basis of the first day most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. If the total of every successive calendar month thereafter such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Tenant shall be entitled to a credit against the Tenant’s Base Rent obligations hereunder in the amount of such difference; provided, however, that in the event of an overpayment by Tenant during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentlast Lease Year, Landlord shall furnish to reimburse Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after following the end of the Lease Year. If the total of such calendar yearmonthly installments is less than the actual Operating Costs for such Lease Year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the Tenant shall pay to the Landlord the amount of Tenant's actual responsibility for Additional Rent, and such difference within thirty (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlord’s Statement billing therefor; provided, however, that in accordance with the delivery requirements in Section 12.2 and event of an underpayment by Tenant during the last Lease Year, Landlord shall be resolved by the parties through consultation in good faith ▇▇▇▇ Tenant therefore within sixty (60) days of written notice of disputed charge. However, if following the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the partiesLease Year. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and provide Tenant with such back-up documents as it shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)reasonably request, but Tenant shall pay not delay payment on account of any request for such documentation or the cost of said auditreceipt thereof.

Additional Rent. (a) The Rentable Area in the Building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1-12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. Commencing on All amounts, other than Base Rent, payable by Tenant to Landlord pursuant to the Commencement Dateprovisions of this Lease shall be payable as additional rent (collectively, for each calendar year of the Term (prorated for any calendar year falling partially within “Additional Rent”). The Base Rent and all Additional Rent are collectively referred to as “Rent.” During the Term), Tenant shall pay to Landlord as additional rent Tenant’s Proportionate Share of the Taxes, Landlord’s Insurance (and Common Area Expenses as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Rent in monthly installments of one-twelfth (1/121/12th) of Landlord's ’s estimate of ▇▇▇▇▇▇'s the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning due in any calendar year commencing on the Commencement Date and continuing on the first day of every each successive calendar month thereafter during the Term. Monthly Estimated Landlord may, from time to time, make reasonable adjustments in its estimate of Additional Rent. Subsequent Additional Rent deposits by Tenant for a period of less than one month such year shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year the revised estimate of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within Within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independentcalendar year for which estimates of Additional Rent were made, certified public accountant selected actual Additional Rent due for such year shall be calculated by both Landlord and sent to Tenant, whose decision shall be . If Tenant’s Proportionate Share of actual Additional Rent exceeds the deposits paid by Tenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent’s estimates, Landlord shall ▇▇▇▇ Tenant for the excess amount and Tenant shall pay the costs of to Landlord said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant amount within thirty (30) daysdays of receipt of such billing. If Tenant’s Proportionate Share of actual Additional Rent is less than the deposits paid by Tenant based on Landlord’s estimate thereof, Tenant shall, at the option of Landlord, be paid such excess amount or be given a credit for the excess amount against the next Additional Rent deposit due for the subsequent year. If the variance is less Term commences on any day other than five percent (5%)the first day of January, or if the Term ends on any day other than the last day of December, any Additional Rent due Landlord shall be pro-rated, based on a 365 day year. Upon expiration or termination of this Lease, Tenant shall pay such pro-rated amount within thirty (30) days of receipt of such billing. This covenant shall survive the cost expiration or termination of said auditthis Lease. For purposes of this Lease, Tenant’s prorata share shall be 66.28% (the “Proportionate Share”), it being agreed that such percentage is subject to measurement as hereinafter provided in Article 30.

Additional Rent. Commencing on the Lease Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, for each calendar year of in addition to the Term (prorated for any calendar year falling partially within the Term)Base Monthly Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”)) the following amounts: A. Tenant’s Proportionate share of all Project Maintenance Costs. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may b▇▇▇▇▇▇'s Additional Rent▇ Tenant, on a periodic basis not more frequently than monthly, Tenant’s Proportionate Share of such costs as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord such share of such costs together with an accounting fee equal to five percent of the Monthly Estimated Rent beginning amount so billed within ten days from the date Landlord shall have billed Tenant for same. B. Tenant’s Proportionate Share of Landlord’s Insurance Costs and Real Property Taxes plus an accounting fee equal to five percent of such amount. Payment shall be made by whichever of the following methods is from time to time designated by Landlord: (1) Landlord may b▇▇▇ to tenant, on the Commencement Date and on the first day a periodic basis not more frequently than monthly, Tenant’s Proportionate Share of every successive calendar month thereafter Landlord’s Insurance Costs or Real Property Taxes, as paid or incurred by Landlord during the Term. Monthly Estimated Rent for a current period of less than one month shall be prorated on a daily basis based on a three hundred sixty-together with an accounting fee equal to five (365) day year. For each calendar year percent of the Term in which Tenant is responsible for paying Additional Rentamount billed, within ten days after receipt of a written b▇▇▇ therefore from Landlord; or (2) Landlord shall furnish may deliver to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after Landlord’s reasonable estimate of Landlord’s Insurance Costs and/or Real Property Taxes it anticipates will be paid or incurred for the end of such ensuring calendar or fiscal year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) as the amount of Tenant's actual responsibility for Additional Rentcase requires, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay its Proportionate Share for such year, together with an accounting fee equal to five percent of the deficiency estimated amount, in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the method of billing Tenants its Proportionate Share or the periodic basis on which such increases are billed. C. Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; D. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt pursuant to Article 13; and E. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing on A. Tenant shall pay the Commencement Datefollowing as Additional Rent: (i) 100% of any and all costs and expenses, whether considered Operating Costs (as herein defined) or otherwise, attributable solely to the Premises, or to Tenant’s use, or resulting from the actions or inactions of Tenant or those acting by, through, or under Tenant (subject to limitations set forth in Section 15 hereof); (ii) the cost of utilities consumed within the Premises required to be paid by Tenant under Section 6 of this Lease; (iii) any increase in Real Estate Taxes (as herein defined) payable with respect to the Property, based upon Tenant’s Pro Rata Share, exceeding the Property Real Estate Taxes for each the year ending June 30, 2015 (“Base Tax Year”); (iv) any increase in Operating Costs incurred by Landlord with respect to the Property and Building, based upon Tenant’s Pro Rata Share, exceeding the Operating Costs incurred by Landlord for the calendar year ending December 31, 2014 (“Base Operating Cost Year”); and (v) costs incurred by Landlord to repair items at the Property damaged by Tenant’s use. For the purpose of determining Operating Costs for the Base Operating Cost Year, in the event that less than ninety-five (95%) percent of the Term (prorated for any calendar year falling partially within the Term)Building is occupied, costs which would be increased by additional occupancy, as reasonably determined by Landlord, shall be extrapolated to reflect 95% occupancy. B. If, as and when requested by Landlord and with each Monthly Payment, Tenant shall make such payments in advance as Landlord shall reasonably request to be sufficient to pay as and when due, all Additional Rent required by Section 5.A hereof, and if Landlord does not request such advance payments Tenant shall be permitted to Landlord make estimated monthly payments on account of Additional Rent together with each Monthly Payment, with any adjustments paid or credited as additional rent applicable following Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “reconciliation of Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay Additional Rent to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end of such calendar yeardate Landlord invoices Tenant for same, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility as adjusted for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying any amounts previously paid by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved period covered by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditinvoice.

Additional Rent. Commencing Undertenant acknowledges that pursuant to Paragraph 2.2, Additional Rental, of the Prime Lease, Tenant is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and Real Estate Taxes for the Building, as more particularly described in such Paragraph. Additionally Undertenant acknowledges that pursuant to Paragraph 5, Additional Rental, of the Sublease, Underlandlord is obligated to pay to Tenant additional rent on account of the same Operating Expenses and Real Estate Taxes for the Building. Undertenant shall pay to Underlandlord, with its monthly payment of Base Rent from and after the Rent Commencement Date, Undertenant's proportionate share (being fixed at 35.41%), provided that, for each the purpose of this Secondary Sublease, the Undertenant's Base Year shall be the 2004 calendar year year. Underlandlord shall deliver to Undertenant promptly after receipt thereof, any documentation and statement of Operating Expenses or Real Estate Taxes delivered to Underlandlord by Tenant or Prime Landlord. Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Secondary Sublease Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated pro-rated on a daily basis based on a three hundred sixty-five (365) day yearbasis. For each calendar year Upon Undertenant's written request, and subject to the terms and conditions of the Term in which Tenant is responsible Prime Lease, Underlandlord shall cause an audit to be conducted of Prime Landlord's books and records. Said audit shall be conducted at the sole cost and expense of Undertenant. All demands made by Underlandlord for paying Additional Rentpayment of additional rent by Undertenant hereunder, Landlord shall furnish to Tenant be accompanied by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive appropriate supporting documentation, setting forth (a) to the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency extent such supporting documentation is provided to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditUnderlandlord.

Additional Rent. Commencing (a) The Tenant shall pay all Additional Rent, including Operating Costs, to the Landlord without deduction, defalcation, abatement, set-off or compensation whatsoever, yearly and every year during the Term commencing on the Commencement Date. The Tenant will promptly deliver to the Landlord upon request, evidence of payment of all Additional Rent required to be paid to any Person other than the Landlord. Additional Rent will be deemed to accrue on a per diem basis. (b) The Landlord, acting reasonably, will estimate Operating Costs payable for each calendar year Lease Year and will provide notice to the Tenant of the Term (prorated for any calendar year falling partially within the Term), same. The Tenant shall pay to the Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and estimated Operating Costs in equal monthly instalments on the first day of each and every successive calendar month thereafter during month. The Landlord may from time to time, by written notice to the Term. Monthly Estimated Tenant, re-estimate any Operating Costs amounts payable by the Tenant hereunder and the Tenant will adjust its payments on account thereof accordingly and will continue to make such estimated payments unless and until the Landlord further adjusts its estimate. (c) Within a reasonable time after the end of each Lease Year, the Landlord will provide the Tenant with an internally-prepared detailed statement of Additional Rent for a period the previous year, including Operating Costs, which statement shall confirm that the Additional Rent has been determined in accordance with the terms of this Lease. If the Tenant’s total payments in respect of Additional Rent for any year are less than one month the actual Additional Rent for such year, then the Tenant shall be prorated pay the difference to the Landlord within 30 days after demand for same by Landlord and if the Tenant’s total payments in respect of Additional Rent for any year are more than the actual Additional Rent for such year more, then the Landlord shall either, at the Landlord’s option, retain such excess and credit it against the Tenant’s next payment(s) on a daily basis based account of Rent or pay such refund to the Tenant. (d) Notwithstanding Subsection (c), in respect of reconciliation of Additional Rent relating to the last Lease Year, being the period commencing on a three hundred sixty-five (365) January 1st of the final Lease year and ending on the last day year. For each calendar year of the Term (the “Stub Period”), on or before the day that is 60 days after the last day of the Term, the Landlord will provide the Tenant with an internally-prepared detailed statement of Additional Rent for the Stub Period, including Operating Costs, which statement shall confirm that the Additional Rent has been determined in which accordance with the terms of this Lease. If the Tenant’s total payments in respect of Additional Rent for the Stub Period are less than the actual Additional Rent for such year, then the Tenant is responsible shall pay the difference to the Landlord within 30 days after demand for paying same by Landlord and if the Tenant’s total payments in respect of Additional RentRent for the Stub Period are more than the actual Additional Rent for the Stub Period, then the Landlord shall furnish refund such excess within 30 days of delivery of the final statement of Operating Costs to the Tenant. (e) Notwithstanding Subsections (c) and (d), the Tenant shall have 30 days to review all statements of Additional Rent delivered by written noticethe Landlord, identify any matters of dispute, acting in good faith and notify the Landlord in writing of such matters in dispute. If the Tenant delivers notice to the Landlord disputing any portion(s) of a statement of Additional Rent delivered in accordance with Article 22 either Subsection (c) or Subsection (d), the parties will act in good faith and attempt to resolve such dispute(s) within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) 30 days of receipt by the Landlord of Landlordthe Tenant’s Statement notice. If by last day of the said 30 day period (the “Arbitration Trigger Date”), the parties cannot resolve such dispute(s) (“Disputed Matter”), the Disputed Matter shall be subject to arbitration in accordance with the delivery requirements in Section 12.2 following terms and shall conditions: The Disputed Matter will be resolved determined by a single arbitrator. Either party (the “Notifying Party”) may by written notice to the other (the “Notified Party”) given on or before the day that is 30 days from the Arbitration Trigger Date, propose the name of the Person that it wishes to be the single arbitrator. Within five days thereafter, the Notified Party will give notice to the Notifying Party advising whether the Notified Party accepts the arbitrator proposed by the parties through consultation in good faith within sixty (60) days of written Notifying Party. If such notice of disputed charge. However, if the dispute canis not be resolved given within such five day period, the parties shall request an audit of Notified Party will be deemed to have accepted the disputed matter from an independent, certified public accountant selected arbitrator proposed by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysNotifying Party. If the variance parties cannot agree on a single arbitrator, then, upon the application of either party, a justice of the Superior Court of Justice in Ontario, or its successor, will forthwith appoint an arbitrator whose sole determination will be final. The arbitrator will be a disinterested Person of recognized competence in the real estate business in the city in which the Property is less than five percent (5%)situated. If either party fails to name its arbitrator and so notify the other as required hereinbefore within the time periods set, Tenant the statement of Additional Rent shall pay remain as prepared by the cost Landlord and the provisions of said audit.Subsections

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance its pro-rata share of Operating Expenses. Within sixty (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3060) days prior to after the beginning first day of each calendar year year, or a reasonable period thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's an estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Tenant’s pro-rata share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the Monthly Estimated same time and place as the Base Rent beginning on is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the Commencement Date and on actual cost with respect to the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less reimbursable Operating Expenses no later than one month shall be prorated on a daily basis based on a three hundred sixtytwenty (120) days following the calendar year-five (365) day year. For each calendar end including the year of following the Term year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall will pay the any deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of as shown by such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of statement. If the variance total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is less than five percent not delivered to Tenant within two (5%), Tenant shall pay 2) years following the cost of said audityear in which such Operating Expense was incurred.

Additional Rent. Commencing on (i) In addition to the Commencement DateBase Rent hereinabove reserved, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to for the period beginning with the Commencement Date and at least thirty during the entire Sublease Term an amount equal to _____% (30"Subtenant's Proportionate Share") days prior of all amounts and charges that are attributable to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, use and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year occupancy of the Term in which Tenant is responsible for paying Additional RentOverleased Premises, Landlord shall furnish to Tenant by written noticeincluding, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar yearwithout limitation, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to operating expenses, electric current costs, insurance and taxes, payable by Sublandlord to Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ to the extent such amounts are charged to Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. All such amounts of additional rent shall be payable after they are billed to Sublandlord, and Subtenant shall pay such amounts to Sublandlord within the same period of time as payment is required by Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. Any statement from Overlandlord for such amounts pursuant to the ▇▇▇▇▇▇▇▇▇ shall be conclusive upon Subtenant. The obligations of Subtenant hereunder shall survive the Expiration Date or earlier termination of this Sublease and shall include amounts payable for the entire Sublease Term even if not billed by Overlandlord or Sublandlord prior to the Expiration Date or earlier termination. Notwithstanding anything contained in this Article, at any time during the Sublease Term, the Sublandlord based on the Overlandlord's calculations statement, if any, or based on Sublandlord's estimates of TenantSubtenant's Proportionate Share based on the amounts payable in the prior Sublease Year and reasonable projections for the current Sublease Year, may estimate the amount of Subtenant's Proportionate Share for any subsequent Sublease Year and require Subtenant to pay one-twelfth (1/12) of such annual estimate each month at the same time Base Rent payments are due. At the end of each Sublease Year, or sooner at the Sublandlord's election, such estimated payments shall be compared to the actual responsibility amount paid for such Sublease Year and any overpayment will be applied to the Rent next due, and any underpayment will be due with the Rent next due, and the Subtenant's Proportionate Share for the twelve-month period immediately following shall again be estimated by Sublandlord based on current costs and estimates and one-twelfth (1/12) thereof shall be payable each month for the following year, until adjusted again pursuant to this Article. Sublandlord and Subtenant acknowledge that Subtenant has been occupying the Subleased Premises prior to the Commencement Date, and Subtenant agrees that it is and shall remain responsible for payment of all amounts and charges that are attributable to the use and occupancy of the Subleased Premises for the period prior to the Commencement Date during which Subtenant has been occupying the Subleased Premises. (ii) Subtenant covenants and agrees to pay any fees, expenses, and other charges assessed by Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ resulting from Subtenant's use and occupancy of the Subleased Premises, including any additional services provided by the Overlandlord at the Subleased Premises, and any amounts payable because of Subtenant's acts or negligence. (iii) Any and all payments required to be made by Subtenant to Sublandlord under this Sublease other than Base Rent shall be called "Additional Rent." All Base Rent, Additional Rent must be raised and all other costs, charges and sums payable by Tenant within ninety Subtenant hereunder (90collectively "Rent") days shall constitute rent under this Sublease. Subtenant shall promptly pay the Rent as and when the same shall become due and payable without set-off or deduction, and, in the event of receipt Subtenant's failure to pay the same when due, Sublandlord shall have all of Landlord’s Statement the rights and remedies provided for in this Sublease, or at law or in equity, for non-payment of Rent. (iv) If the Subleased Premises constitute more than 50% of the Overleased Premises and the ▇▇▇▇▇▇▇▇▇ permits the tenant under the ▇▇▇▇▇▇▇▇▇ to audit the Overlandlord's books and records or to contest real estate taxes, upon the request of the Subtenant, Sublandlord will enforce its rights in accordance with the delivery requirements in Section 12.2 provisions of the ▇▇▇▇▇▇▇▇▇ provided that Subtenant shall be liable for all costs incurred as a result thereof and shall indemnify Sublandlord against and hold Sublandlord harmless from any and all such costs. Any such costs shall be deemed Additional Rent and shall be resolved paid by Subtenant within the parties through consultation time period set forth in good faith within sixty (60) days of written notice of disputed chargethe ▇▇▇▇▇▇▇▇▇. HoweverAfter deducting such costs, if the dispute cannot any resulting refund will be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord pro-rated between Sublandlord and Tenant, whose decision shall be Subtenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and LandlordSubtenant's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditProportionate Share.

Additional Rent. Commencing on the Commencement DateTenant shall pay, as Additional Rent ("Additional Rent"), prorated for each calendar year that part of the Lease Term (prorated for any calendar year falling partially within the Termapplicable calendar year, Tenant's Percentage Share ("Tenant's Percentage Share"), Tenant shall pay to Landlord as additional rent Landlord’s Insurance hereafter defined, of the total amount of (i) the annual operating expenses ("Operating Expenses"), as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Renthereafter defined, and (bii) a calculation the annual taxes ("Taxes"), for the Building. For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of onethe Additional Rent. One-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s the estimated Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month plus all applicable taxes now existing or hereafter enacted) shall be prorated payable monthly, along with the monthly payment of the Base Rent. Landlord shall use its best efforts to make such estimate on a daily basis based on a three hundred sixty-five (365) day or before January 1 of each calendar year. For each calendar On or before March 31 following a year of the Term in for which Tenant Additional Rent is responsible for paying Additional Rentpayable hereunder, Landlord shall furnish use its best efforts to provide Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's the actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each the previous year, and such records shall be made available a reasonable breakdown of the items included therein, together with an invoice for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations any underpayments of Tenant's actual responsibility for Additional Rent must (to be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant paid within thirty (30) daysdays following receipt of such invoice, or to be included with the next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. If For a period of thirty (30) days after receipt of the variance is less than five percent (5%)aforedescribed reconciliation statements, Tenant shall pay have the cost right, upon advance notice, to visit Landlord's office in the Building during Business Hours, as hereafter defined, to inspect its books and records concerning the Additional Rent. The delivery of said auditthe aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in this section or as provided elsewhere in this Lease.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the cost of any maintenance performed by Landlord under Paragraph 11A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon the estimated amounts for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's proportionate Share of the actual costs of all such items, Landlord shall retain such excess and credit it against Tenant's next monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during the year exceeds the amount of $29,834.19 (2) Real property Taxes $ 4,589.88 (3) Insurance $ 458.99 (4) Maintenance $ 917.98 --------- Monthly Payment Total $35,801.04 ---------- ---------- Tenant's actual responsibility for Additional RentPROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the numerator of which is the number of square feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Premises is part of a larger development (the DEVELOPMENT) owned by Landlord and the Building and one or more other buildings on parts of the Development other than the Land share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (as defined belowand Additional Rent shall thereafter be payable based on the revised estimate). (3) No later than 150 days after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) the total payments made by Tenant with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a calculation of one-twelfth (1/12) waiver of Landlord's estimate ’s rights on account of ▇▇▇▇▇▇'s any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (“Monthly Estimated and Landlord’s rights shall continue in full force and effect); provided, however, that following the expiration of the Term and Tenant’s vacating the Premises, Landlord must provide such statement no later than one year after the expiration of the Term and Tenant’s vacating the Premises and, if Landlord fails to provide such statement within such 1-year period, Landlord shall not be entitled to demand that Tenant pay to Landlord any underpayment of Operating Costs, Taxes or Additional Rent”. Unless Tenant raises any objections in writing to Landlord’s statement within 150 days after Tenant’s receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on the statement. Any such audit must be performed by an employee of Tenant with appropriate accounting or finance experience, or by an accounting firm pursuant to an hourly or flat fee arrangement not contingent on any savings realized as a result of the audit. Upon receipt of Tenant’s audit, Landlord shall have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and at Landlord’s cost. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by more than six percent (6%) of what the actual charges should have been, then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Twenty Five Thousand Dollars ($25,000.00). Landlord shall not be deemed to be in default under this Lease as a result of Landlord’s overcharging Operating Costs, but Landlord shall refund the amount of any overpayment by Tenant and, if applicable, pay the costs of Tenant’s audit, all on the terms and conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within 30 days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease (or, at the end of the Term if there is no outstanding Event of Default, paid to Tenant in cash). For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentcase may be, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 30 days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), All sums payable by Tenant under this Lease other than Base Rent shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as be deemed “Additional Rent”);” the term “Rent” shall mean Base Rent and Additional Rent. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a written statement setting forth monthly basis throughout the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional RentLease Term, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on but commencing with the first day of every successive calendar the first month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in Lease Term: (i) all Real Property Taxes for which Tenant is responsible liable under Sections 5.01 and 5.02 of this Lease, (ii) all utility costs (if utilities are not separately metered) for paying Additional Rentwhich Tenant is liable under Section 6.01 of this Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Total Operating Costs”. For reference purposes only and not as any representation by Landlord as to such information, the 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by this reference. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall furnish be effective as of the next Rent payment date after notice to Tenant by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within one hundred twenty (60120) days after the end of such calendar yeareach Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made Total Operating Costs paid or incurred by Landlord during the yearpreceding Fiscal Year and Tenant’s Pro Rata Share of such expenses. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five Within thirty (4530) days after ▇▇▇▇▇▇'s Tenant’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility ’s Pro Rata of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and binding upon contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant’s obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayment.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes, and (z) the amount (if any) by which Utilities for such period exceed the Utilities for the Base Year (“Base Utilities”). It is the intention of Landlord and Tenant that the Base Rent paid to Landlord be absolutely net of all increases in Operating Costs, Taxes and Utilities over, respectively, the Base Operating Costs, Base Taxes, and Base Utilities, and the provisions of this Section 3(b) are intended to so provide. Tenant agrees that any Taxes or Operating Costs that accrue or are incurred during the Term of this Lease may be included in the calculation of Additional Rent, notwithstanding that such Taxes or Operating Costs may be payable by Landlord in arrears. Notwithstanding anything to the contrary contained heroin, Tenant shall pay one hundred percent (prorated 100%) of the Taxes separately allocable to the Premises. Notwithstanding anything contained in this section 3(b) to the contrary, the Tenant shall have no obligation to pay Operating Costs, Taxes or Utilities for any the twelve (12) month period following the Commencement Date. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes, Utilities and Tenant’s Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs, Taxes or Utilities for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish Tenant a statement (the “Statement”) with respect to such year, showing Operating Costs, Taxes, Utilities and Additional Rent for the year, and the total payments made by Tenant with respect thereto. The payment of any additional Rent by Tenant shall not preclude it from questioning the truth, correctness, or completeness of any statement outlining the Operating Expenses. Tenant and its authorized representatives shall have the right to audit Landlord’s records with respect to the Operating Expenses once per year. In the event Tenant’s audit discloses discrepancies, the appropriate adjustment shall be made, and if such discrepancies result in an overcharge to Tenant that is in excess of 10% of the annual billing to Tenant for such item(s), Landlord shall also reimburse Lessee for its actual out-of-pocket costs of such audit. Unless Tenant raises any objections to the Statement within one hundred twenty (120) days after receipt of the same, such Statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such Statement or any item therein or the computation of Additional Rent based thereon. The accountant or auditor must be a written statement setting forth member of a nationally recognized accounting firm and must not charge a fee based on the following: (a) Landlord's estimate amount of ▇▇▇▇▇▇'s Additional RentRent that the account is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection or audit, and the inspection and audit must be conducted in Landlord’s offices at a reasonable time or times. Any objection of Tenant to the statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on the Statement, nor shall any failure of Landlord to deliver the Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the Statement. (b4) a calculation If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof; Tenant shall pay Landlord the deficiency within ten (10) business days of one-twelfth (1/12) Tenant’s receipt of Landlord's estimate of ▇▇▇▇▇▇'s ’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease, unless such excess is more than. Ten Thousand and No/100ths Dollars (“Monthly Estimated Rent”)$10,000) and Tenant is not then in default under this Lease, in which event such excess shall be refunded to Tenant. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs, Taxes and Utilities for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding a termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five case may be, within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)the total payments trade by Tenant with respect thereto. Unless Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does timely object to such statement, Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the tithe for payment of any amounts due Temtnt or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease, unless such excess is more than Two Thousand and No/ IOOths Dollars ($2,000.00) and Tenant is not then in default under this Lease, in which event such excess shall be refunded to Tenant. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and tile total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on The Tenant shall pay as additional rent above the Commencement Date, Rent ("Additional Rent") % ("Tenant's Proportionate Share") for each calendar year all common area maintenance expenses attributable to the operations and maintenance of the Term Building. Landlord shall provide itemization to Tenant of the common area maintenance expenses, which include real estate taxes, snow and ice removal, garbage removal, common area maintenance and land- scaping. Tenant's Proportionate Share is determined by dividing the square footage of the Space (prorated to be determined upon final plan acceptance as per Section 1) by the square footage of the Building. Any additions to the Building shall proportionately reduce Tenant's Proportionate Share. Landlord shall promptly notify Tenant of any such additions and the new computation of Tenant's Proportionate Share. The Tenant shall promptly pay when due, directly to the utility company, all bills for water, sewer, electricity, heat and air con- ditioning, and all other utilities that are furnished to the Space and which will be separately billed and metered. To the extent that any calendar such utilities are not separately metered with respect to the Space, then Tenant shall pay Tenant's Proportionate Share of such utility. With respect to each fiscal year falling partially within or portion thereof during the Term), or any Renewal Period, the Tenant shall pay to Landlord the Landlord, as additional rent Landlord’s Insurance (as defined below) Additional Rent any real estate taxes, levies and Real Property Taxes (collectively known as “Additional Rent”). Prior special assessments assessed by any governmental authority only with respect to the Commencement Date and at least Space. Should any such assessment be provided upon the Building rather than directly for the Space, then Tenant shall pay Tenant's Proportionate Share. The payment of Additional Rent for such assessment shall be pro-rated should the Lease or any Renewal Period terminate before the end of any fiscal year. Tenant shall make such tax payments semi-annually or on a quarterly basis, as determined by the billing method used by the Township of Dover, or the County of Ocean, as the case may be, within thirty (30) days prior to of written notice from Landlord that such taxes are payable by Landlord together with the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of assessment and tax ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on For purposes of this Lease, Tenant's "Additional Rent" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the Operating Expenses, divided by the Net Rentable Area of the Building, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord as additional rent Landlord’s Insurance or Landlord shall credit against the next installment of Additional Rent due by Tenant (as defined belowor Landlord shall refund to Tenant, if the Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such year and Real Property Taxes the estimated Additional Rent paid by Tenant during such year. Tenant may review, at Tenant's expense and after giving twenty (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3020) days prior written notice to Landlord, Landlord's records relating to Operating Expenses for any periods within two Fiscal Years prior to the beginning review, provided, however, no review or audit shall extend to periods of each calendar year thereaftertime preceding the Commencement Date. In lieu of allowing Tenant to review Landlord's records under this Section 5.2, Landlord shall furnish may deliver to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year report of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant Operating Expenses prepared by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision which report shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance conclusive for purposes of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Lease.

Additional Rent. Commencing on the Rent Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Building 3 Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”). Prior to , cash or other immediately available good funds in the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord's estimate . Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may ▇▇▇▇▇▇'s Additional Rent▇ to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end amount of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant expenses within thirty (30) days. If the variance is less than five percent days after receipt of a written ▇▇▇▇ therefor from Landlord, and/or (5%ii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the cost estimated amount of said auditsuch expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time, not more frequently than once per calendar year. (b) Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year of or portion thereof during the Term Tenant’s Share of Operating Costs for such period. (prorated 2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and Tenant’s Additional Rent for any the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to reasonably practicable after the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less but not later than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 120 days after the end of such each calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentany event), Landlord shall pay furnish Tenant a statement with respect to such year, showing Operating Costs and Additional Rent for the excess to year, and the total payments made by Tenant at the time Landlord furnishes the statementwith respect thereto. Except as otherwise provided herein, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement statement within ninety fifteen (9015) days from receiptmonths after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period provide Tenant with reasonable verification of three (3) years following each year, the figures shown on the statement and such records the parties shall be made available for inspection and photocopying by negotiate in good faith to resolve any disputes. Any objection of Tenant and/or its agents during ordinary business hours at to Landlord’s principal office. Any statement and resolution of any dispute with respect shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to ▇▇▇▇▇▇▇▇'s calculations deliver Landlord’s statement in a timely manner relieve Tenant of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety ’s obligation to pay any amounts due Landlord based on Landlord’s statement. Within fifteen (9015) days of months after receipt of Landlord’s Statement annual reconciliation statement, Tenant shall have the right, during normal business hours and upon reasonable advance notice to Landlord, to review or audit Landlord’s books and records pertaining to Operating Costs set forth in accordance with said reconciliation statement. Further, Tenant may only perform one such review or audit in each calendar year during the delivery requirements in Section 12.2 Term and any such review or audit shall be resolved by performed at the parties through consultation offices of Landlord or such other location in good faith within sixty the Twin Cities that Landlord may reasonably select. In the event that Landlord’s review or audit discloses that Landlord has overcharged Tenant, (60i) days Tenant may also review the prior year’s reconciliation statement (notwithstanding the 15 month cut off for review of written notice of disputed charge. Howeversame described above), if to the dispute canextent Tenant has not be resolved within such period, the parties shall request already performed an audit of on same, and (ii) Landlord shall promptly reimburse Tenant for the disputed matter from an independent, certified public accountant selected excess amounts paid by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on . In the parties. If there is a variance of event that any such overage exceeds the amount actually owed by Tenant by more than five (5) percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent), Landlord shall pay promptly reimburse Tenant for the costs out of said pocket cost of its audit (excluding, travel, meals and shall credit any overpayment toward lodging) and if the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to dollar amount of the overcharge exceeds the amount actually owed by Tenant within thirty (30) days. If the variance is less by more than five percent (5%), Landlord shall pay interest at the Interest Rate on any sums from July 1 of the calendar year with respect to which such overcharge occurred until payment is received by the Tenant. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within thirty (30) days of said auditTenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall, at Tenant’s option, either be credited toward the rent next due from Tenant under this Lease, or be refunded by Landlord in cash within thirty (30) days after notifying Landlord in writing of its election to receive such cash payment. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on Lessor agrees to pay all Operating Expenses (as defined in Section 10 below) (which includes the Commencement Date, Management Fee described in Section 10) up to a maximum amount of $3.00 per year for each calendar year square foot of rentable floor area in the Building (“Operating Cost Allowance”). In the event the Operating Expenses shall, in any Fiscal Year exceed the product of the Term Operating Cost Allowance times the rentable square feet of the Building (prorated for any calendar year falling partially within partial Fiscal Year at the beginning or end of the Term), Tenant shall Lessee agrees to pay to Landlord Lessor, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent, Lessee’s pro rata share of any such excess (“Excess Operating Expenses”). Prior The term “Fiscal Year”, as used herein, shall mean Lessor’s fiscal year for accounting purposes which currently is the 12-month period beginning January I and ending December 31. Lessor shall have the right to change the Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee in writing of such change. Lessee’s pro rata share shall be determined by multiplying the Excess Operating Expenses by a fraction, the numerator of which shall be the number of net rentable square feet in the Premises, and the denominator of which shall be 95% of the net rentable square footage in the Building, which may change from time to time utilizing BOMA (Building Owners and Managers Association) standards. Within 90 days following the completion of each Fiscal Year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding Fiscal Year, the Additional Rent due with regard to Lessee’s share of the Excess Operating Expenses, and Lessor’s reasonable estimate of Excess Operating Expenses for the then current Fiscal Year. Lessee shall, on or before 30 days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be credited by Lessor to Lessee’s pro rata share of the estimated Excess Operating Expenses for the then current Fiscal Year. Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Excess Operating Expenses for the then current Fiscal Year (or the pro rata portion thereof, if applicable) over a period equal to the Commencement Date lesser of (i) the number of months remaining in the Term or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following receipt of an invoice therefore, its pro rata portion of Excess Operating Expenses for the Fiscal Year (or portion thereof) during which the Term expired or was terminated. Lessee shall have the right, at its expense and at least a reasonable time, but, in any event within twelve (12) months following the end of any Fiscal Year, to audit Lessor’s books relevant to the Additional Rent due under this Section provided that (i) the audit shall be prepared by a certified public accounting firm of recognized regional standing or by Lessee=s in-house audit staff; (ii) such firm or audit staff is not compensated on a contingency fee@ basis; (iii) such audit is pursued to its conclusion within thirty (30) days prior to following the beginning date of each calendar year thereafter, Landlord its commencement and is conducted at the location where Lessor maintains its books and records and shall furnish to Tenant a written statement setting forth not unreasonably interfere with the following: (a) Landlord's estimate conduct of ▇▇▇▇▇▇'s Additional Rent, Lessor=s business; and (biv) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month audit report shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish simultaneously delivered to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant Lessor at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed no charge. However, if In the dispute cannot be resolved within such period, the parties shall request an audit event that Lessor=s statement of the disputed matter from an independent, certified public accountant selected Operating Expenses exceeds Lessee=s actual pro rata share of Excess Operating Expenses for any Fiscal Year by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the Lessor agrees to reimburse Lessee Lessee=s reasonable and actual cost of said such audit, not to exceed $1,500.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Lessee agrees to pay to Landlord as additional rent Landlord’s Insurance all Operating Expenses (as defined in Section 10 below) and Real Property Taxes (collectively known as “Additional Rent”)for the Premises. Prior to the Commencement Date Date, Lessor will provide Lessee a statement showing Lessor's reasonable estimate of the Operating Expenses for the then current Fiscal Year and at least thirty (30) the Additional Rent due. Within 90 days prior to following the beginning completion of each calendar year Fiscal Year thereafter, Landlord shall furnish Lessor will provide to Tenant Lessee a written statement setting forth showing in reasonable detail the following: (a) LandlordOperating Expenses for the preceding Fiscal Year, the Additional Rent due, and Lessor's reasonable estimate of ▇▇▇▇▇▇Operating Expenses for the then current Fiscal Year. A listing of the current categories of Operating Expenses ("Operating Expense Categories") used by Lessor are set out in Exhibit "E" attached hereto. The Operating Expense Categories may change from time to time in Lessor's Additional Rentreasonable discretion. Lessee shall, and (b) a calculation on or before 30 days following receipt of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall said statement, pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Lessor the amount of Tenant's actual responsibility for Additional RentRent due as provided herein, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If less the amount of Tenant's actual responsibility for Additional Rent exceeds paid in advance (if any) during the sum preceding Fiscal Year. Any overpayment will be paid to Lessee within 30 days of Tenant's Monthly Estimated the determination of such overpayment. Lessee agrees to pay Additional Rent paymentseach month thereafter, Tenant in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year over a period equal to the lesser of (i) the number of months remaining in the Term on a pro rata basis or (ii) the number of months remaining in the current Fiscal Year. Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay the deficiency to Landlord Lessor within forty-five (45) 30 days after ▇▇▇▇▇▇'s following receipt of such statement. If an invoice therefor, its pro rata share of Operating Expenses for the sum of Tenant's Monthly Estimated Rent payments Fiscal Year during which the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) Term expired or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.was

Additional Rent. Commencing on the Commencement Possession Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (Rent all amounts attributable to Real Property Taxes, as defined below) and . All monies other than Base Rent required to be paid by Tenant in this Lease, including, but not limited to, Pre-Commencement Rent, Real Property Taxes Taxes, as defined below, charges to be paid by Tenant under Paragraph 15, the interest and late charge described in Paragraphs 26.4 and 26.5, and any monies spent by Landlord pursuant to Paragraph 30, shall be considered additional rent (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall also pay to Landlord as Additional Rent the Monthly Estimated Rent beginning on aggregate amount of $150,000.00 in consideration for Landlord’s expenses incurred in pursuit of the Commencement Date and on CUP (“CUP Obligation”) within one (1) year of the first day of every successive calendar the month thereafter during following issuance of the TermCUP and commencement of business operations under the CUP. Monthly Estimated The amount of Additional Rent for a period of less than one month attributable to Real Property Taxes, as defined below, shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year paid monthly in an amount equal to 1/12th of the Term amount due in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty the applicable year (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility due for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the any partial month or Lease year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptprorated). Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision Such amount shall be based on generally accepted accounting principles and Landlord’s written statement estimating such Real Property Taxes for the applicable year. If at the end of any Lease year, the amount paid by Tenant for Real Property Taxes is less than the amount of Real Property Taxes otherwise required to be paid by Tenant for such year (based on the actual amount of such Real Property Taxes for such year) the balance shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward paid by Tenant along with the next Base monthly installment of Rent and/or Monthly Estimated under this Lease, and if the amount paid by Tenant for Real Property Taxes for such year is more than the amount of Real Property Taxes otherwise required to be paid by Tenant for such year, such amount shall be credited against the next installments of Rent payment falling due or pay payable under this Lease (if any such overpayment amounts remain owing by Landlord to Tenant after the termination of this Lease, such amounts shall be paid by Landlord to Tenant within thirty twenty (3020) days. If days of the variance is less than five percent (5%termination of this Lease), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Additional Rent shall be paid and adjusted with reference to a fiscal period of twelve (12) calendar months (“Fiscal Period”), which shall be a calendar year unless Landlord shall from time to time have selected a Fiscal Period which is not a calendar year by written notice to Tenant. Payments of Additional Rent shall be made in equal monthly installments, each in advance on the first day of each month during the Term, commencing on the Commencement Date. Landlord shall advise Tenant in writing of Landlord’s estimate of the Additional Rent to be payable by Tenant during each Fiscal Period (or portion thereof, for each calendar year as the case may be, if applicable at the commencement or end of the Term (prorated or because of a change in Fiscal Period) during the Term. Such estimate shall in every case be a reasonable estimate and, if requested by Tenant, shall be accompanied by reasonable particulars of the manner in which it was calculated. The Additional Rent payable by Tenant for each Fiscal Period shall be based on Landlord’s estimate as aforesaid and paid in equal monthly installments in advance at the same time as payment of Basic Rent is due hereunder. From time to time, Landlord may re-estimate, on a reasonable basis, the amount of Additional Rent for any calendar year falling partially within the TermFiscal Period (or portion thereof), in which case Landlord shall advise Tenant in writing of such re-estimate and fix new equal monthly installments for the remaining balance of such Fiscal Period (or portion thereof). After the end of each such Fiscal Period (or portion thereof), Landlord shall provide Tenant with a statement of the actual Additional Rent payable in respect of such Fiscal Period (or portion thereof) and a calculation of the amounts by which the Additional Rent payable by Tenant exceeds or is less than (as the case may be) the aggregate installments paid by Tenant on account of Additional Rent for such Fiscal Period (or portion thereof). Within thirty (30) days after the submission of such statement either Tenant shall pay to Landlord as additional rent Landlord’s Insurance any amount by which the amount found payable by Tenant with respect to such Fiscal Period (as defined belowor portion thereof) and Real Property Taxes exceeds the aggregate of the monthly payments made by Tenant on account thereof during such Fiscal Period (collectively known as “Additional Rent”or portion thereof). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, or Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord Tenant any amount by which the Monthly Estimated Rent beginning on amount found payable as aforesaid is less than the Commencement Date and on aggregate of such monthly payments. Where the first day calculation of every successive calendar month thereafter during the Term. Monthly Estimated Additional Rent for a period of less than one month shall cannot be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days determined until after the end termination or expiration of such calendar yearthis Lease, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount obligation of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall to pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year the period prior to termination or expiration of this Lease shall survive said termination or expiration and Additional Rent for a such period of three (3) years following each year, and such records shall be made available for inspection and photocopying payable by Tenant and/or its agents during ordinary business hours at upon demand by Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), A. Tenant shall pay to Landlord the following as additional rent Landlord’s Insurance Additional Rent: (i) 100% of any and all costs and expenses, whether considered Operating Costs (as defined belowherein defined) and or otherwise, attributable solely to the Premises, or to Tenant’s use, or resulting from the actions or inactions of Tenant or those acting by, through, or under Tenant (subject to limitations set forth in Section 15 hereof); (ii) the cost of utilities consumed within the Premises required to be paid by Tenant under Section 6 of this Lease; (iii) any increase in Real Property Estate Taxes (collectively known as herein defined) payable with respect to the Property, based upon Tenant’s Pro Rata Share, exceeding the Property Real Estate Taxes for the year ending June 30, 2015 (“Additional RentBase Tax Year”). Prior ; (iv) any increase in Operating Costs incurred by Landlord with respect to the Commencement Date Property and at least thirty (30) days prior to Building, based upon Tenant’s Pro Rata Share, exceeding the beginning of each Operating Costs incurred by Landlord for the calendar year thereafterending December 31, 2014 (“Base Operating Cost Year”); and (v) costs incurred by Landlord shall furnish to Tenant a written statement setting forth repair items at the following: (a) Landlord's estimate of Property damaged by ▇▇▇▇▇▇'s Additional Rent’s use. For the purpose of determining Operating Costs for the Base Operating Cost Year, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord in the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of event that less than one month shall be prorated on a daily basis based on a three hundred sixtyninety-five (36595%) day year. For each calendar year percent of the Term in Building is occupied, costs which Tenant is responsible for paying Additional Rentwould be increased by additional occupancy, as reasonably determined by Landlord, shall be extrapolated to reflect 95% occupancy. B. If, as and when requested by Landlord shall furnish to Tenant by written notice, delivered in accordance and with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's each Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsPayment, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of make such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, in advance as Landlord shall reasonably request to be sufficient to pay the excess to as and when due, all Additional Rent required by Section 5.A. hereof, and if Landlord does not request such advance payments Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects permitted to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as make estimated monthly payments on account of Additional Rent for together with each calendar year for a period of three (3) years Monthly Payment, with any adjustments paid or credited as applicable following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations ’s reconciliation of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay Additional Rent to Landlord within ten (10) days after the cost of said auditdate Landlord invoices Tenant for same, as adjusted for any amounts previously paid by Tenant for the period covered by the invoice.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”). Prior to the Commencement Date , as described and at least thirty (30) days prior the times hereinafter set forth, an amount equal to the beginning Tenant’s Share of Operating Expenses. On or after January 1 of each calendar year thereafter, Landlord shall furnish to will notify Tenant a written statement setting forth the following: of (ai) Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rent, the Operating Expenses payable by Tenant for the current calendar year and (bii) the amount of any Additional Rent due from Tenant on account of the difference, if any, between the Additional Rent paid by Tenant for the preceding calendar year and the actual Additional Rent for the preceding calendar year. Tenant shall, upon receipt of such notice, pay to Landlord (i) a calculation of sum equal to one-twelfth (1/12) of Landlord's the amount of Tenant’s Share of such estimate of ▇▇▇▇▇▇'s the Operating Expenses for such current calendar year for each full or partial month elapsed from January 1 of said current calendar year to the date of receipt by Tenant of such notice and (ii) the total balance of the Additional Rent (“Monthly Estimated Rent”), if any, due from Tenant for the preceding calendar year. Following receipt of such notice Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and Landlord, on the first day of every successive each succeeding calendar month thereafter during said current calendar year, one-twelfth (1/12) of the Termamount of Tenant’s Share of such estimate of the Operating Expenses for said current calendar year. Monthly Estimated If Landlord’s estimate of Additional Rent is more that the actual Additional Rent for any calendar year the amount of the excess Additional Rent paid by Tenant shall be credited against the next installments of Additional Rent and rent as they become due. In the event the term of this Lease ends on a period day other than the last day of less than one a month, the amount of Additional Rent payable by Tenant for such partial month shall be prorated on the basis of a daily basis based on a three hundred sixty-five (365) thirty day yearmonth. For each calendar year of Notwithstanding that the Term in which Tenant is responsible for paying Additional RentLease has terminated, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for any Additional RentRent due hereunder shall be payable promptly upon receipt of a statement from Landlord, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility conversely any credit due Tenant for any excess Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant paid shall pay the deficiency to Landlord within forty-five (45) days be promptly refunded after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects calculation thereof, subject to Landlord’s Statement within ninety (90) days from receipt. right to apply any credit due Tenant against any sums due Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audithereunder.

Additional Rent. Commencing on the Lease Commencement DateDate and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (the "Additional Rent") the following amounts: (a) An amount equal to all Property Operating Expenses (as defined belowin Article 13) incurred by Landlord. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and Real Property Taxes Tenant shall, no later than the later of (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty A) ten (3010) days prior to the beginning due date, and (B) fifteen (15) business days after delivery to Tenant, pay such invoices or bills and deliver satisfactory evidence of each calendar year thereaftersuch payment to Landlord, and/or (ii) Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may ▇▇▇▇▇▇'s Additional Rent▇ to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for such expenses within fifteen (15) business days after receipt of a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five written ▇▇▇▇ therefor from Landlord, and/or (365iii) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish may deliver to Tenant by written noticeLandlord's reasonable estimate of any given expense (such as Landlord's Insurance Costs or Real Property Taxes), delivered in accordance with Article 22 or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and within sixty (60) days after Tenant shall pay to Landlord an amount equal to the end estimated amount of such calendar year, a statement (“Landlord’s Statement”) expenses for such year in reasonable detail, including supportive documentation, setting forth (a) equal monthly installments during such year with the amount installments of Tenant's actual responsibility Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time. Landlord reserves the right to change from time to time the methods of billing Tenant for Additional Rent, and any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord's share of the sum consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of Tenant's Monthly Estimated Rent payments made during this Lease. Notwithstanding the year. If foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsapplicable taxing authority, in which case Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.make such

Additional Rent. (A) Tenant shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of Taxes which in any calendar year exceed the actual Taxes for the 1997 calendar year. Said amount shall be prorated if the Commencement Date does not coincide with the beginning or the expiration date does not coincide with the end of a calendar year. (B) Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning pay, with each monthly installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Fixed Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount reasonably estimated by Landlord to be due as Tenant's estimate Pro Rata Share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)excess Taxes for the following calendar year. Tenant If Taxes for the following calendar year are not known, monthly installments shall pay to Landlord the Monthly Estimated Rent beginning be based on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each current calendar year of with immediate adjustment as soon as said Taxes become known. If at the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish time any Taxes or installments thereof are required to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after be paid the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the total amount of Tenant's actual responsibility for Additional Rent, and (b) the sum monthly payments on account of excess Taxes are insufficient to pay Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsPro Rata Share thereof, Tenant shall pay the such deficiency to Landlord within forty-five (455) days after ▇▇▇▇▇▇'s receipt of such statementdemand therefor. If any payment on account of excess Taxes shall be due for the sum of Tenant's Monthly Estimated Rent payments during calendar year in which the year exceeds the amount of Tenant's actual responsibility for Additional RentCommencement Date occurs, Landlord Tenant shall pay the excess said amount to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If days following Landlord's demand therefor. (C) Should any taxing authority impose any separate additional taxes on the variance is less than five percent (5%)value of any improvements made by Tenant, Tenant shall pay the cost or include machinery, equipment, fixtures, inventory or other personal property or assets of said audit.Tenant, then Tenant

Additional Rent. Commencing on Owner shall pay all of the Commencement DateBuilding Operating --------------- Expenses (defined below). The Building Operating Expenses for the calendar year 2000, adjusted for each a full year shall be the Base Year Building Operating Expenses. The Building Operating Expenses for the Base Year and subseqent years will include those operating expenses that would have been paid or incurred by Owner had the Building been ninety-five percent (95%) rented and occupied. During periods of vacancy, the Premises Percentage will be grossed up from actual to adjusted as noted under paragraph 5 of the Basic Lease provision; however, notwithstanding anything to the contrary contained herein, Owner shall not be entitled to collect more than one hundred percent (100%) of the Building Operating Expenses. The Building Operating Expenses for the Base Year include fixed expense stops for certain expenses as follows: (i) electricity and gas at $.90 per square foot; (ii) real property taxes at $1.20 per square foot; and (iii) janitorial services at $.70 per square foot (collectively, the "Base Year Operating Expense Pass-Throughs"). Tenant shall pay to Owner as "Additional Rent" Tenant's Premises Percentage of any excess of the actual costs of the Base year Operating Expense Pass-Throughs over the estimates of the Base Year Operating Expense Pass-Throughs. Following the first calendar year of the Term (prorated for any calendar year falling partially within the Term"Base Year"), Tenant shall pay to Landlord Owner as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “"Additional Rent”)", Tenant's Premises Percentage of any increase in the Building Operating Expenses paid or incurred by Owner in excess of the Building Operating Expenses for the Base Year. Prior to All amounts payable by Tenant under this Section as Tenant's Premises Percentage of the Commencement Date Building Operating Expenses may be estimated by Owner in Owner's reasonable discretion, and at least thirty (30) days prior to shall be paid in equal monthly installments in advance with the beginning monthly payment of each Annual Base Rent. Each calendar year thereafterby March 31, Landlord Owner shall furnish reconcile Tenant's payments of the Building Operating Expenses for the previous year to reflect actual expenses for that period. Tenant shall be given a credit against the next Building Operating Expenses payment(s) due from Tenant or, if the Term of the Lease has expired, a refund, for any overpayment. A copy of the reconciliation shall be furnished to Tenant a written statement setting forth when completed. If the following: (a) Landlordamount paid by Tenant for that year is less than Tenant's estimate Premises Percentage of ▇▇▇▇▇▇'s Additional Rentthe Building Operating Expenses, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord Owner the Monthly Estimated Rent beginning on deficit by June 1 of that year. If the Commencement Date and on amount paid by Tenant for that year is more than Tenant's Premises Percentage of the first day Building Operating Expenses, Owner shall pay to Tenant the excess by June 1 of every successive calendar month thereafter during the Termthat year. Monthly Estimated Rent Appropriate adjustment shall be made for a any period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (3651) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar full year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of and Tenant's actual responsibility for Additional obligation to pay any shortage or Owner's obligation to refund any OFFICE LEASE AGREEMENT - 1 Drafted: January 6, 2000 overage shall survive the expiration or other termination of this Lease. In this Lease, the term "Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant " shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of include Annual Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated for any calendar year falling partially within x) the Term)amount of Operating Costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance and (as defined belowy) and Real Property Taxes the amount of Taxes. (collectively known as “Additional Rent”). 2) Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional RentOperating Costs, Taxes and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Tenant’s Additional Rent for the following calendar year (“Monthly Estimated Rent”or first partial year following the Commencement Date). Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the TermAdditional Rent, as reasonably estimated by Landlord for such full calendar year. Monthly Estimated If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant by written notice, delivered in accordance with Article 22 and respect thereto. Unless Tenant raises any objections to Landlord’s statement within sixty one hundred twenty (60120) days after receipt of the end same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearbased thereon. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency does object to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, then Landlord shall pay provide Tenant with reasonable verification of the excess figures shown on the statement and the parties shall negotiate in good faith to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officeresolve any disputes. Any dispute with respect objection of Tenant to L▇▇▇▇▇▇▇’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver L▇'s calculations ▇▇▇▇▇▇’s statement in a timely manner relieve Tenant of Tenant's actual responsibility for ’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent must be raised as finally determined for any calendar year exceeds the total payments made by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. Howeveron account thereof, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord Tenant shall pay Landlord the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant deficiency within thirty (30) daysdays of Tenant’s receipt of Landlord’s statement. If the variance total payments made by Tenant on account thereof exceed T▇▇▇▇▇’s Additional Rent as finally determined for such year, T▇▇▇▇▇’s excess payment shall be credited toward the rent next due from Tenant under this Lease or, if the Term has expired or this Lease is less than five percent (5%)terminated earlier, then as set forth below. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing T▇▇▇▇▇’s Share of the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the cost case may be, within thirty (30) days after T▇▇▇▇▇’s receipt of said auditLandlord’s final statement for the calendar year in which this Lease terminates, the difference between T▇▇▇▇▇’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. However, if Landlord fails to furnish Tenant a statement of the actual Operating Costs for a given calendar year within twenty-four (24) months after expiration of the calendar year during which the Term expires (as the same may be extended) and such failure continues for an additional thirty (30) days after Landlord’s receipt of a written request from Tenant that such statement of the actual Operating Costs is furnished, Landlord shall be deemed to have waived any rights to recover any underpayment of Operating Costs from Tenant (except to the extent such underpayment is attributable to a default by Tenant in its obligation to make estimated payments of Operating Costs); provided that such twenty-four (24) month time limit shall in no event apply to Taxes. Further, in no event shall the foregoing provision describing the time period during which Landlord is to deliver the statement of actual costs in any manner limit or otherwise prejudice Landlord’s right to modify such statement of actual costs after such time period if new, additional or different information relating to such statement of actual costs is discovered or otherwise determined. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. As of the date of this Lease, no such exemption is applicable to the Project.

Additional Rent. Commencing on For purposes of this Lease, Tenant’s “Additional Rent” for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the difference between (1) the Operating Expenses divided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant’s payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within 30 days thereafter, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, or Landlord shall furnish to Tenant a written statement setting forth credit against the following: (a) Landlord's estimate next installment of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent due by Tenant (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, or Landlord shall furnish refund to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such periodyear and the estimated Additional Rent paid by Tenant during such year. Tenant may review, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord at Tenant’s expense and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.after giving

Additional Rent. Commencing on 28.1 Tenant hereby covenants and agrees to pay as Additional Rent the Commencement Dateamounts as set forth below. (a) For each year or part of a year occurring within the Term in which the total annual real estate taxes, assessments (including special assessments), personal property tax, sewer rents, rates and charges (hereinafter referred to as the "Real Estate Taxes") which shall be levied, imposed or assessed upon the Real Property shall exceed the Real Estate Taxes levied, imposed or assessed for the Base Tax Year as is specified in Item I of the Basic Lease Provisions, for each calendar year Landlord shall notify Tenant of the Term (prorated Landlord's best estimate of Tenant's Proportionate Share of Real Estate Taxes for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterabove Base Tax Year Real Estate Taxes and Tenant shall be obligated to pay Landlord, as Additional Rent along with each monthly installment of Base Rent due during such calendar year, one twelfth (1/12th) of such estimated amount. Tenant's payments of such estimated amount shall be treated by Landlord shall furnish as a credit against the actual amount of Tenant's Proportionate Share required to be paid by Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and pursuant to this Paragraph. (b) Landlord covenants and agrees that for each year or part of a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of occurring within the Term in which Tenant is responsible the Real Estate Taxes shall be decreased from the Real Estate Taxes levied, imposed or assessed for paying Additional Rentthe Base Tax Year, Landlord shall furnish to credit against any Additional Rent due from Tenant by written notice, delivered in accordance with Article 22 and hereunder within sixty ninety (6090) days after the end of such calendar year, a sum equal to Tenant's Proportionate Share of such decrease of Real Estate Taxes. Tenant's Proportionate Share of said decrease of Real Estate Taxes for less than one year shall be prorated and apportioned. (c) Landlord may take the benefit of the provisions of any statute or ordinance permitting any Real Estate Tax to be paid over a period of time. (d) Tenant's Proportionate Share of Real Estate Taxes in excess of the Real Estate Taxes for the Base Tax Year shall be determined from the amount finally determined to be legally due as a result of legal proceedings or otherwise. In the event the Real Estate Taxes have not been finally determined by legal proceedings or otherwise at the time of payment of Real Estate Taxes for any subsequent year, the actual amount of Real Estate Taxes paid or accrued by Landlord or billed by the taxing jurisdiction for the Base Tax Year shall be used to calculate any excess thereof. Upon a final determination of the Real Estate Taxes for the Base Year Tax by legal proceedings or otherwise, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Real Estate Taxes for the Base Tax Year as finally determined and showing the computation of any adjustment due to Landlord or to Tenant by reason thereof. Any payment due to Landlord or any credit due to Tenant by reason of such adjustment shall be made as provided herein. (e) If Landlord shall receive any tax refund in respect of any tax year following the Base Tax Year, Landlord shall deduct from such tax refund any expenses incurred in obtaining such tax refund, and out of the remaining balance of such tax refund, Landlord shall credit to Tenant Tenant's actual responsibility for Additional Rent, and (b) Proportionate Share of such refund. Any expenses incurred by Landlord in contesting the sum of Tenant's Monthly Estimated Rent payments made during the year. If validity or the amount of Tenant's actual responsibility the assessed valuation of the Real Property or of any Real Estate Taxes for any year after the Base Tax Year, to the extent not offset by a tax refund, shall be included as an item of Real Estate Taxes for the tax year in which such contest shall be finally determined for the purposes of computing the Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to due Landlord within forty-five hereunder. (45f) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the tax year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Real Estate Taxes shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearchanged, and such records then an appropriate adjustment shall be made available for inspection and photocopying in the computation of the Additional Rent due to Landlord or any credit due to Tenant, in accordance with sound accounting principles, to the changeover to any new tax year adopted by Tenant any taxing authority. "Real Estate Taxes" as set forth in this Article XXVIII shall mean those taxes attributable to the Real Property and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute the Building, and/or contents, provided that, if because of any change in the method of taxation of real estate any other tax or assessment is imposed upon Landlord or the owner of the Real Property and/or the Building or upon or with respect to ▇▇▇▇▇▇▇▇'s calculations the Real Property and/or the Building or the rents or income therefrom in substitution for or in lieu of Tenant's actual responsibility for Additional Rent must any tax or assessment which would otherwise be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and a Real Estate Tax, such other tax or assessment shall be resolved by deemed Real Estate Taxes for the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpurposes hereof.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of(x) the amount (prorated if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate statement within one hundred fifty (150) days after receipt of ▇▇▇▇▇▇the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional RentRent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant shall pay Landlord the deficiency within ten (b10) a calculation Business Days of one-twelfth (1/12) Tenant's receipt of Landlord's estimate of ▇▇▇▇▇▇statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent (“Monthly Estimated Rent”)as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five case may be, within ten (36510) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days Business Days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statementLandlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the sum of Term are reduced, refunded or otherwise changed, Tenant's Monthly Estimated Additional Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to Landlord’s Statement within ninety (90) days a tenant that is entitled to an exemption from receipt. Landlord shall keep records showing all expenditures incurred as property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the Commencement Date, for each calendar year of term “Rent” includes both Base Rent and Additional Rent. Landlord will estimate in advance and charge to Tenant the Term following costs (prorated for any calendar year falling partially within the Term“Total Operating Costs”), which Tenant shall will pay to Landlord as additional rent Landlord’s Insurance on a monthly basis throughout the Occupancy Period (as defined below) and at the same time as Base Rent is to be paid: (i) all Real Property Taxes for which Tenant is responsible under Article 5, (collectively known as “Additional Rent”). Prior ii) all utility costs (to the Commencement Date extent utilities are not separately metered) for which Tenant is responsible under Article 6, (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at least any time (but no more frequently than once every calendar year) based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments will be effective as of the next Base Rent payment date after notice to Tenant. “Occupancy Period” means the period from the time commencing on the Beneficial Occupancy Date, throughout the Lease Term until the termination of this Agreement. Landlord estimates that the Total Operating Costs for the first lease year shall be: (i) $0.19 per square foot for Real Estate Taxes, (ii) $0.08 per square foot for insurance, (iii) $0.12 per square foot for Common Area Maintenance and (iv) the management fee as described below. The common area maintenance expense does not include Security for the Building, only includes security for the Park. Additionally Tenant shall be responsible for its Pro Rata Share of the Building security expense. This cost will also be billed as an Operating Expense In the event that the Premises are expanded to include the entire Building, Tenant shall be directly responsible for the Building security. After the end of each fiscal year during the Term, Landlord will deliver to Tenant a statement setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such costs and expenses. Within thirty (30) days prior after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant based on the sums paid by Tenant in comparison to the beginning Tenant’s Pro Rata Share of each calendar year thereafter, Landlord such costs and expenses. Such statement shall furnish to Tenant a written statement setting set forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s actual cost for such Total Operating Costs, categorized by class and amount; (b) a calculation the actual amount due from Tenant for Tenant’s Pro Rata Share of one-twelfth such Total Operating Costs and (1/12c) the sum of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). the estimated monthly installments paid by Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day applicable fiscal year. For each calendar year Landlord shall maintain complete and accurate records of the Term in (i) all Real Property Taxes for which Tenant is responsible under Article 5, (ii) all utility costs (to the extent utilities are not separately metered) for paying Additional Rentwhich Tenant is responsible under Article 6, Landlord (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Tenant or its authorized agent shall furnish have the right, at Tenant’s sole cost and expense, to inspect Landlord’s records with respect to Tenant’s Pro Rata Share of Total Operating Costs, which inspection shall be at Landlord’s office in Landlord’s Notice Address. If Tenant disputes the amount or appropriateness of inclusion in Operating Expenses of any cost or expense billed to Tenant and such dispute has not been resolved prior to the time any disputed amount is due Landlord under this Lease, Tenant’s payment of any such disputed amount will not affect Tenant’s rights with regard to such disputed amount. If such dispute cannot be resolved by written notice, delivered in accordance with Article 22 good faith negotiations between Landlord and Tenant within sixty (60) days after the end Tenant gives Landlord written notification of such calendar dispute, then such dispute shall be resolved by an independent certified public accountant acceptable to Landlord and Tenant. Tenant shall pay the expense of the certified public accountant unless it is finally determined that Landlord overcharged Tenant by 4% or more. If on the basis of the final determination of Tenant’s Pro Rata Share for a specific fiscal year, a statement (“Landlord’s Statement”) in reasonable detailTenant owes an amount that is less than the payments for such fiscal year previously made by Tenant, including supportive documentationLandlord shall credit such excess amount against the next monthly installments due from Tenant to Landlord for Operating Expenses. If on the basis of such final determination, setting forth (a) Tenant owes an amount that is greater than the total amount of payments for such fiscal year previously made by Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the amount of such deficiency to Landlord within forty-five ten (4510) working days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling duefinal determination. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance ’s reimbursement obligations set forth herein survive any termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Lease.

Additional Rent. Commencing In addition to the basic monthly rental, Tenant --------------- shall pay Tenant's pro rated share of Operating Costs defined to be all expenses relating to the Premises including, but not limited to, real estate taxes, sales, franchise, business, corporation or any other taxes (except income taxes) based on rents, utilities not separately metered to individual tenants, maintenance (except where otherwise provided), repairs, operating supplies, building services, litter removal, management fees not exceeding four percent (4%), labor for on-site management and maintenance, and Landlord's insurance (as set forth in Paragraph 11), operating supplies, snow removal, landscaping, litter removal from the entire project, tools, materials, resurfacing, repainting, and restriping of parking areas, car stops, and security, professional fees, and cost of capital improvements, which in landlord's reasonable judgement will result in operating cost savings. Tenant's pro rata share of Operating Costs shall be a fraction, the numerator of which shall be the square footage of the Premises, and the denominator of which shall be the total square footage in the Project. Said fraction shall then be multiplied by the entire amount of Operating Costs to determine the amount of such Operating Costs payable by Tenant. In order to provide for payment by Tenant of Tenant's pro rata share of Operating Costs, Landlord shall furnish to Tenant, prior to the Lease Commencement Date, or as soon thereafter as is practicable, a written statement setting forth Landlord's estimate of the operating expenses for each the calendar year of in which the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Lease Commencement Date and at least thirty (30) days prior to the beginning of each calendar year occurs; thereafter, Landlord shall furnish to Tenant Tenant, on an annual basis, a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)the operating expenses for each succeeding calendar year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on or before the first day of every successive calendar each month thereafter during of the Term. Monthly Estimated Rent for a period term hereof, together with its basic monthly rental, an amount equal to one-twelfth (1/12th) of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each Landlord's estimated operating expenses in the calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 this lease commences and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthereafter.

Additional Rent. Commencing on Additional Rent shall be due during any Calendar Year, beginning with the Commencement Date, for each calendar year Calendar Year immediately following delivery of the Term Expansion Space to Tenant, during which the Actual Expense Rate is greater than the Base Expense Rate. Prior to January 1 of each Calendar Year (prorated or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for any calendar year falling partially within the Termensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following delivery of the Expansion Space by Landlord to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth month one-twelfth (1/12th) of the following: product of (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentthe positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and (b) a calculation the Rentable Area in the Premises. Until Tenant has received the statement of one-twelfth (1/12) of the Projected Expense Rate from Landlord's estimate of ▇▇▇▇▇▇'s , Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (“Monthly Estimated Rent”)if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the Monthly Estimated difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Calendar Year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall pay Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, revised statement. Landlord shall furnish provide to Tenant by written noticeTenant, delivered in accordance with Article 22 and within sixty one hundred fifty (60150) days after the end of such calendar yeareach Calendar Year, a statement (“Landlord’s Statement”) in reasonable detailof the Actual Expenses, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Actual Expense Rate and the Additional Rent for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord Landlord, within forty-five thirty (4530) days after ▇▇▇▇▇▇Tenant's receipt of such statement, the uncollected Additional Rent for such Calendar Year. If the sum actual Additional Rent payable by Tenant for any Calendar Year is less than the aggregate of Tenant's Monthly Estimated the actual Additional Rent payments during the year exceeds collected by Landlord for such Calendar Year, Landlord shall promptly refund the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the such excess to Tenant at the time Landlord furnishes the statement, (or, if this Lease has not expiredat Landlord's option, may credit apply such excess against the excess toward the next ensuing payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to become due hereunder). Failure of Landlord to provide the statement called for hereunder shall not relieve Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom its obligations under this Section 7 or elsewhere in this Lease.

Additional Rent. Commencing In addition to Base Rent, commencing on May 1,2011, and continuing on the Commencement Datefirst calendar day of each and every calendar month thereafter until the expiration of the Lease Term, Tenant also agrees and covenants to pay to Landlord, or to such other person as Landlord by written notice instructs Tenant to make such payments for Landlord’s benefit and account, without demand (except as otherwise herein specifically provided), at the Address of Landlord set forth in Section 1.1 or at such other place as Landlord may by written notice to Tenant direct, Tenant’s Proportionate Share of the Operating Expenses. (i) Within ninety (90) days following the end of each calendar year included in whole or in part in the Lease Term, Landlord shall deliver to Tenant Landlord’s good faith estimate of the Term (prorated Operating Expenses for any calendar the current year falling partially within of the Lease Term). Following receipt of Landlord’s estimate, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive each calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying thereafter, as Additional Rent, Landlord shall furnish an amount equal to Tenant by written notice, delivered 1/12th of Tenant’s Proportionate Share applicable thereto of the amount shown in accordance with Article 22 and within sixty Landlord’s estimate. (60ii) Within ninety (90) days after the end of such each calendar yearyear or portion thereof included in the Lease Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the immediately preceding calendar year. If the total estimated amount of Tenant's actual responsibility paid for Additional Rent Operating Expenses by Tenant for such preceding calendar year or portion thereof during the Term exceeds the sum actual amount due therefore as shown on Landlord’s statement, the excess shall be credited against the monthly installments of Tenant's Monthly Estimated Rent paymentsnext due (or promptly refunded to Tenant if the Lease Term has expired or is terminated). If the total estimated amount paid by Tenant for any preceding year or portion thereof during the Lease Term is less than the actual amount due therefore as shown on Landlord’s statement, then Tenant shall pay the deficiency difference to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementstatement from Landlord. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent ’s and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement rights and obligations under this Section 3.2 with respect to the last calendar year, or portion thereof, included in the Lease Term shall be final survive the expiration or sooner termination of this Lease. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Rent Commencement Date, and binding upon Landlord the last year, which shall end on the expiration of this Lease. (iii) Provided that Tenant shall have first paid all amounts due and payable by Tenant unless Tenant objects pursuant to Landlord’s Statement this Section 3.2, within ninety (90) days from receiptafter receiving Landlord’s statement of actual Operating Expenses for a particular calendar year, Tenant shall have the right to provide Landlord with written notice (the “Review Notice”) of its intent to review Landlord’s books and records relating to the Operating Expenses for such calendar year. Within a reasonable time after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its review at either Landlord’s office or at the Building Complex, provided that if Tenant retains an agent to review Landlord’s books and records for any calendar year, such agent must be a certified public accountant licensed to do business in the state in which the Building Complex is located and must not be compensated on a contingent fee basis. Landlord shall keep records showing be solely responsible for any and all expenditures costs, expenses and fees incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlordor Tenant’s principal office. Any dispute agent in connection with respect to ▇▇▇▇▇▇▇▇'s calculations such review only if the total amount of Operating Expenses used for the calculation of Tenant's actual responsibility ’s Proportionate Share for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement the year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of question exceeded five percent (5%) or more between said decision and Landlord's determination of the total amount of Operating Expenses that should have been charged to Tenant's actual responsibility for Additional Rent; otherwise, Landlord Tenant shall pay the costs of said audit such audit. If Tenant elects to review Landlord’s books and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant records, within thirty (30) daysdays after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses for such calendar year. If Tenant fails to give Landlord written notice of objection within such thirty (30) day period or fails to provide Landlord with a Review Notice within the variance is ninety (90) day period provided above, Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses in all respects and shall thereafter be barred from raising any claims with respect thereto. Upon Landlord’s receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord’s statement and Tenant’s review. If Landlord and Tenant determine that Operating Expenses for the calendar year in question are less than five percent (5%)reported, Landlord shall forthwith provide Tenant with a credit against future Additional Rent in the amount of any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year in question are greater than reported, Tenant shall pay to Landlord within thirty (30) days the cost amount of said auditunderpayment by Tenant. Any information obtained by Tenant pursuant to the provisions of this Section shall be treated as confidential. Tenant shall have the right to perform such review or audit of Landlord’s books, records and documents as provided for herein not more than once during each calendar year.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within i) During the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior To provide for current payments of Additional Rent, Landlord shall estimate Additional Rent for each calendar year. Additional Rent for partial months shall be prorated as provided for Base Rent in Paragraph 6(a) above. Landlord shall use commercially reasonable efforts to notify Tenant prior to the Commencement Date or the beginning of a calendar year, as the case may be, of the estimated Additional Rent for such calendar year and at least thirty (30) days Tenant’s monthly installment of such estimate. If, however, Landlord is not able to give such estimate prior to the Commencement Date or the beginning of each a calendar year thereafteryear, as the case may be, Tenant shall continue to pay monthly installments of Additional Rent based on the last notification received from Landlord shall furnish to Tenant a written statement setting forth until Landlord gives notice of the following: (a) Landlord's new estimate of ▇▇▇▇▇▇'s Additional RentRent and Tenant’s monthly installment, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated new monthly installment amount of Additional Rent beginning on when the Commencement Date and on the first day next monthly installment of every successive calendar month thereafter Rent is due. If at any time during the Term. Monthly Estimated calendar year, Landlord reasonably believes that the estimate will not cover the actual Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day the calendar year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish give notice to Tenant by written notice, delivered in accordance with Article 22 of the new estimate of Additional Rent and within sixty Tenant’s monthly installment and Tenant shall pay to Landlord the new monthly installment amount of Additional Rent when the next monthly installment of Rent is due. Within one hundred twenty (60120) days after the end of such a calendar year, Landlord shall deliver Tenant a statement (“Landlord’s Reconciliation Statement”) in reasonable detail; provided, including supportive documentationhowever, setting forth (a) if Landlord fails to give the amount of Tenant's actual responsibility for Reconciliation Statement, Landlord does not waive its right to recover Additional Rent that is due and payable pursuant to this Paragraph 6(b). If the Reconciliation Statement indicates that Tenant owes Additional Rent, and then within ten (b10) the sum days of Tenant's Monthly Estimated Rent payments made during ’s receipt of the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsReconciliation Statement, Tenant shall pay the deficiency to Landlord within fortythe amount of such underpayment. If the Reconciliation Statement indicates that Tenant is entitled to a refund of Additional Rent already paid, Landlord shall credit Tenant for the amount of such overpayment against the next maturing installments) of Additional Rent, or if after the termination of this Lease, Landlord shall pay to Tenant such refund so long as a Tenant Default does not then exist. Since the reconciliation for the calendar year in which the Lease terminates will occur after such termination, Tenant’s obligation to pay Additional Rent shall survive the termination of this Lease. Any payment, refund, or credit made pursuant to this Paragraph 6(b) shall not affect Tenant’s right to dispute the Reconciliation Statement as set forth in Paragraph 6(c) below, or Landlord’s right to correct any item(s) as billed pursuant to Paragraph 6(d) below. (ii) Notwithstanding any provision contained herein to the contrary, if less than ninety-five percent (4595%) days after of the Net Rentable Area within the Building is not occupied during any calendar year of the Term, including the Base Year, Operating Expenses and the Real Estate Tax Expense for such calendar year for purposes of determining Additional Rent shall be increased to the extent necessary to reflect the charges which Landlord reasonably estimates would have been incurred if ninety-five percent (95%) of the Net Rentable Area of the Building had been occupied during such year, as determined by Landlord. (iii) If areas of the Project share the benefit of or may be properly allocated a portion of any Operating Expenses, Landlord’s Insurance Expense, Real Estate Taxes or Project Energy Costs, Landlord shall equitably prorate and apportion such expenses among the Building and the Land and the remainder of the Project prior to determining Tenant’s Proportionate Share thereof. To the extent Landlord provides and bills for electricity to the Project, Energy Costs shall be billed at the same rate then charged by third party providers without ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility -up for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditprofit.

Additional Rent. Commencing on Subtenant agrees to pay Sublandlord of the Commencement Datefollowing amounts (collectively, for the “Additional Rent”): (i) Subtenant’s SBA Share of the Shared Building Area Costs allocable to each calendar year of during the Term (Term, prorated for any calendar year falling partially within the Term), Tenant shall pay ; (ii) Subtenant’s POC Share of the Project Operating Costs allocable to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterduring the Term, Landlord shall furnish to Tenant a written statement setting forth prorated for any calendar year falling partially within the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, Term; and (biii) a calculation Subtenant’s PIT Share of the Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(f). Subtenant shall pay one-twelfth (1/121/12th) of Landlord's Sublandlord’s reasonable estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year on or before the first (1st) day of each month during such calendar year. Following the end of each calendar year within the Term, Sublandlord shall furnish Subtenant with a final statement (the “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the end of the calendar year in which Sublandlord paid such amount, then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s receipt of the Expense Statement for such year. If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the variance is less than five percent results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (5%)180) day period provided under this section or Subtenant does not notify Sublandlord, Tenant in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall pay the cost cease to have any right to review such records or receive a refund of said auditsuch Expense Overpayment.

Additional Rent. Commencing on the Commencement Date, Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of the following amounts as estimated by Landlord: (a) Tenant’s Share of Building Property Insurance; (b) Tenant’s Share of Taxes – Real Property; (c) Tenant’s Share of Skybridge Fee; and (d) Tenant’s Share of CAM. Landlord may change its estimate from time to time by written notice to Tenant. Landlord shall reasonably estimate the costs for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for each calendar year of during the Term (prorated based on the most reliable information available to Landlord. For each calendar year, Landlord shall furnish to Tenant as soon as is reasonably practicable, a written statement showing in reasonable detail the estimated Tenant’s Share of Building Property Insurance, Tenant’s Share of Taxes – Real Property, Tenant’s Share of Skybridge Fee and Tenant’s Share of CAM for such calendar year. Such Additional Rent is exclusive of any calendar year falling partially within Taxes – Other, and should such Taxes – Other apply during the Term), Tenant such Additional Rent shall pay to Landlord as additional rent Landlord’s Insurance be increased by the amount of such Taxes - Other. Within one hundred twenty (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30120) days prior to after the beginning end of each calendar year thereafterduring the Term, Landlord shall furnish to Tenant a written statement setting forth with respect to the following: (a) Landlord's estimate actual amounts incurred for Building Property Insurance, Taxes – Real Property, Skybridge Fee and CAM for the preceding calendar year, showing Tenant’s share thereof. If Tenant’s share of ▇▇▇▇▇▇'s Additional Rentsuch actual costs for that calendar year exceeds the monthly estimated payments made by Tenant, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). then Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five deficiency within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after receipt of the end of such calendar year, a statement (“Landlordstatement. If Tenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of that calendar year exceed Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt ’s share of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentcosts, then, at Landlord’s option, either Landlord shall pay Tenant the excess to Tenant at the time Landlord furnishes the statementstatement to Tenant, or, if this Lease has not expired, may or shall credit the excess toward against the payments next monthly installment(s) of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearRent; provided, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours however, that at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Term Landlord shall pay Tenant the costs excess at the time Landlord furnishes the statement to Tenant. Tenant’s share of said audit the items specified in Sections 3.2.1 through 3.2.4 below shall be prorated on the basis of a 365-day year to account for any fractional portion of a year included in the Term at its commencement and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpiration.

Additional Rent. Commencing on the Commencement Date, 3.3.1 The Tenant will pay Tenant’s Operating Expense Payment and Tenant’s Tax Payment for each calendar year of Occupancy Period in the Term (prorated for any calendar year falling partially within the Term)manner set out in Sections 3.3.2, 3.3.3, and 3.3.4. The Tenant shall will also pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “all other Additional Rent”). Prior Rent to the Commencement Date and at least thirty (30) days prior Landlord. 3.3.2 The Landlord will estimate Tenant’s Operating Expense Payment for each Occupancy Period. The Tenant will pay the estimated amount to the beginning of each calendar year thereafterLandlord in equal consecutive monthly installments during such Occupancy Period, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and in advance on the first day of every successive each calendar month. The Landlord may re-estimate this amount during the Occupancy Period and the monthly installments will be adjusted to reflect the new estimate with effect from the beginning of the month which follows delivery of a notice from the Landlord as to the amount of the new estimate. Landlord shall deliver such notice before the 15th day of the month preceding the date on which the adjustment is to take effect. 3.3.3 The Tenant’s Tax Payment shall be paid, at the Landlord’s option, either by equal consecutive monthly installments, which shall be due on the first day of each calendar month thereafter during the TermOccupancy Period based upon Landlord’s estimate of the amount of the Taxes attributable to the Occupancy Period., or in one or more installments which will be due not later than 15 business days prior to the dates upon which installments on account of Taxes must be paid by Landlord. Monthly Estimated Rent for a period The Landlord will notify the Tenant from time to time as to which of less than these options it chooses, and may choose one option in respect of certain Taxes and the other in respect of other Taxes. The Landlord may re-estimate the amount of the Taxes and of the Tenant’s Tax Payment in respect of any Occupancy Period and, if applicable, the monthly installments referred to above will be adjusted to reflect the new estimates with effect from the beginning of the month which follows delivery of Landlord’s notice as to the amount of the new estimates. Landlord shall deliver such notice before the 15th day of the month preceding the date on which the adjustment is to take effect. The payments to be made by the Tenant if the Landlord chooses the second option shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year in such amount as shall ensure that the Landlord receives from the Tenant, prior to the due date of the Term relevant installment of Taxes, the Tenant’s share of such installment. In the event the Landlord chooses the second option, the Landlord will remit a payment notice to the Tenant at least 15 days prior to due date of the relevant Installment of Taxes. 3.3.4 The payments by the Tenant under Sections 3.3.2 and 3.3.3 will be on account of the Tenant’s Operating Expense Payment and the Tenant’s Tax Payment for the Occupancy Period in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days question. Within a reasonable time after the end of such calendar yeareach Occupancy Period, a statement (“Landlord’s Statement”) the Landlord will deliver to the Tenant statements showing in reasonable detail, including supportive documentation, setting forth (a) detail the actual amount of Tenant's ’s Operating Expense Payment and Tenant’s Tax Payment for such Occupancy Period and the manner in which these amounts were calculated. The Landlord will also deliver to Tenant a certificate of an independent chartered accountant showing the actual responsibility amount of Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearOccupancy Period in question. If the amount previously paid by the Tenant on account of Tenant's ’s Operating Expense Payment and Tenant’s Tax Payment for such Occupancy Period is greater or less than the actual responsibility amount payable by the Tenant for Additional Rent exceeds such Occupancy Period, appropriate adjustments will be made by the sum payment by the Tenant of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord any amounts owing by it within forty-five (45) 15 days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during statement is delivered to it, or by crediting any amounts owing by the year exceeds Landlord to the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward against the payments by the Tenant next coming due under this Lease. Any amounts owing by the Landlord in respect of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling duethe last Occupancy Period of the Term will be paid by the Landlord to the Tenant within 15 days after the statement is delivered to the Tenant unless any amounts are then owing by the Tenant to the Landlord. Landlord’s Statement Each statement delivered by the Landlord under this Section shall be final and binding upon Landlord the Tenant. 3.3.5 The amounts set out in paragraphs B (2) and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three B (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at of the Schedule of Principal Lease Terms are Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations estimate of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 Operating Expense Payment and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's ’s Tax Payment, respectively, for the first Occupancy Period. The Tenant acknowledges that the actual responsibility amount of Tenant’s Operating Expense Payment and of Tenant’s Tax Payment for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfirst Occupancy Period may be different amounts.

Additional Rent. Commencing on the Rent Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”). Prior to , cash or other immediately available good funds in the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord's estimate . Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may ▇▇▇▇▇▇'s Additional Rent▇ to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end amount of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant expenses within thirty (30) days. If the variance is less than five percent days after receipt of a written ▇▇▇▇ therefor from Landlord, and/or (5%ii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the cost estimated amount of said auditsuch expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time, not more frequently than once per calendar year. (b) Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. Building 4 (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated for any calendar year falling partially within x) the Term)amount of Operating Costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance and (as defined belowy) and Real Property Taxes the amount of Taxes. (collectively known as “Additional Rent”). 2) Prior to the Existing Premises Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year (or first partial year following the Commencement Date). If Landlord later estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant a written statement setting forth Tenant, revise the following: estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Commencing on (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentthe Existing Premises Commencement Date with respect to the Existing Premises, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Expansion Premises Commencement Date with respect to the Expansion Premises, and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the Term. Monthly Estimated Rent Additional Rent, as reasonably estimated by Landlord for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day such full calendar year. For In calendar years following the initial partial year, commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the Term in which Tenant is responsible for paying Additional Rent, as reasonably estimated by Landlord for such full calendar year. (3) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement with respect to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailshowing Operating Costs, including supportive documentation, setting forth (a) Taxes and Additional Rent for the amount of Tenant's actual responsibility for Additional Rentyear, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement statement within ninety (90) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from receiptTenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall keep records showing all expenditures incurred pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with to pay any Additional Rent not previously paid shall survive the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditTerm.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year of or portion thereof during the Term Tenant's Share of Operating Costs for such period. (prorated 2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord's estimate of Operating Costs and Tenant's Additional Rent for any the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less but not later than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 120 days after the end of such each calendar year, in any event), Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Except as otherwise provided herein, unless Tenant raises any objections to Landlord's statement within fifteen (“15) months after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s Statement”) 's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in reasonable detail, including supportive documentation, setting forth (a) the amount a timely manner relieve Tenant of Tenant's actual responsibility obligation to pay any amounts due Landlord based on Landlord's statement. Within fifteen (15) months after receipt of Landlord's annual reconciliation statement, Tenant shall have the right, during normal business hours and upon reasonable advance notice to Landlord, to review or audit Landlord's books and records pertaining to Operating Costs set forth in said reconciliation statement. Further, Tenant may only perform one such review or audit in each calendar year during the Term and any such review or audit shall be performed at the offices of Landlord or such other location in the Twin Cities that Landlord may reasonably select. In the event that Landlord's review or audit discloses that Landlord has overcharged Tenant, (i) Tenant may also review the prior year's reconciliation statement (notwithstanding the 15 month cut off for Additional Rentreview of same described above), to the extent Tenant has not already performed an audit on same, and (bii) Landlord shall promptly reimburse Tenant for the sum of excess amounts paid by Tenant's Monthly Estimated Rent payments made during . In the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of event that any such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year overage exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying actually owed by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety more than five (905) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent), Landlord shall pay promptly reimburse Tenant for the costs out of said pocket cost of its audit (excluding, travel, meals and shall credit any overpayment toward lodging) and if the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to dollar amount of the overcharge exceeds the amount actually owed by Tenant within thirty (30) days. If the variance is less by more than five percent (5%), Landlord shall pay interest at the Interest Rate on any sums from July 1 of the calendar year with respect to which such overcharge occurred until payment is received by the Tenant. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within thirty (30) days of said auditTenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall, at Tenant's option, either be credited toward the rent next due from Tenant under this Lease, or be refunded by Landlord in cash within thirty (30) days after notifying Landlord in writing of its election to receive such cash payment. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (as defined belowand Additional Rent shall thereafter be payable based on the revised estimate). (3) and Real Property Taxes No later than one hundred fifty (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30150) days prior to after the beginning end of the Base Year and each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) the total payments made by Tenant with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a calculation of one-twelfth (1/12) waiver of Landlord's estimate ’s rights on account of ▇▇▇▇▇▇'s any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (“Monthly Estimated Rent”and Landlord’s rights shall continue in full force and effect). ; provided, however, that following the expiration of the Term and Tenant’s vacating the Premises, Landlord must provide such statement no later than one year after the expiration of the Term and Tenant’s vacating the Premises and, if Landlord fails to provide such statement within such 1-year period, Landlord shall not be entitled to demand that Tenant shall pay to Landlord any underpayment of Operating Costs, Taxes or Additional Rent. Unless Tenant raises any objections in writing to Landlord’s statement within one hundred fifty (150) days after Tenant’s receipt of the Monthly Estimated same, such statement shall conclusively be deemed collect and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent beginning based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on the Commencement Date and statement. Any such audit must be performed by an employee of Tenant with appropriate accounting or finance experience, or by an accounting firm pursuant to an hourly or flat fee arrangement not contingent on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for any savings realized as a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year result of the Term in which Tenant is responsible for paying Additional Rentaudit. Upon receipt of Tenant’s audit, Landlord shall furnish have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and at Landlord’s cost. The patties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by written noticemore than six percent (6%) of what the actual charges should have been, delivered then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Ten Thousand Dollars ($10,000.00). Landlord shall not be deemed to be in accordance with Article 22 and within sixty (60) days after the end default under this Lease as a result of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailovercharging Operating Costs, including supportive documentation, setting forth (a) but Landlord shall refund the amount of Tenant's actual responsibility for Additional Rentany overpayment by Tenant and, and (b) if applicable, pay the sum costs of Tenant's Monthly Estimated ’s audit, all on the terms and conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsby Tenant on account thereof, Tenant shall pay Landlord the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of Tenant’s receipt of Landlord’s statement. If the variance is less than five percent (5%)total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the cost case may be, within thirty (30) days after Tenant’s receipt of said auditLandlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year; as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on the Lease Commencement Date, for each calendar year of Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Term (prorated for any calendar year falling partially within the Lease Term), Tenant shall pay to Landlord as additional rent (the “Additional Rent”) the following amounts: A. Tenant’s Proportionate Share of all increases in Landlord’s Insurance (as defined below) Costs and Real Property Taxes over those paid during the period set forth in Article 1 as the “Insurance Base Year” and the “Real Property Tax Base Year”, respectively, plus an accounting fee equal to five percent of such increase. Payment shall be made by whichever of the following methods is from time to time designated by Landlord: (collectively known 1) Landlord may ▇▇▇▇ to Tenant, on a periodic basis not more frequent than monthly, Tenant’s Proportionate Share of any increases in Landlord’s Insurance Costs or Real Property Taxes, as paid or incurred by Landlord during the current period over those paid or incurred in the same period during the applicable Base Year, and Tenant shall pay such share of such increases, together with an accounting fee equal to five percent of the amount billed, within ten days after receipt of a written ▇▇▇▇ therefore from Landlord; or (2) Landlord may deliver to Tenant Landlord’s reasonable estimate of the increase in Landlord’s Insurance Costs and/or Real Property Taxes it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as the case requires, over those paid or incurred during the applicable Base Year, and Tenant shall pay its Proportionate Share of the estimated increases for such year, together with an accounting fee equal to five percent of the amount billed, in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the method of billing Tenant its Proportionate Share of such increases or the periodic basis on which such increases are billed. B. Landlord’s share of the consideration received by Tenant upon certain assignments and subletting as required by Article 7; C. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and D. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. E. For the purposes of this Lease, the term “Additional Rent”). Prior ” shall not include an accounting fee equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) of the increase in the Tenant’s Proportionate Share in any increases in Landlord’s Insurance Costs or more between said decision and Landlord's determination Real Property Taxes. No such charge shall be imposed on the Tenant during the term of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of Throughout the Term (prorated for any calendar year falling partially within the Term)of this Lease, Tenant shall pay pay, as additional rent, to Landlord as additional rent LandlordTenant’s Insurance Proportionate Share of the Operating Expenses (as defined below) and Real Property Taxes in Section 4.3), plus any additional sums due pursuant to Section 6.1 (collectively known as “Additional Rent”), in equal monthly installments, payable with each installment of Base Rent. Prior to Tenant’s Proportionate Share of the Commencement Date Operating Expenses shall be based on Landlord’s reasonable and at least thirty (30) days prior to good faith estimate of the beginning of each Operating Expenses due from Tenant for the current calendar year thereafterof the Term, Landlord in relation to Tenant’s Proportionate Share (“Estimated Operating Expenses”). For partial calendar years in the Term, Tenant shall furnish pay Additional Rent equal to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly the annual Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar Operating Expenses for each month thereafter during the Term. Monthly Estimated Rent Commencing on January 1, 2024, Tenant’s liability for a period of less Operating Expenses shall not increase by more than one month shall be prorated four percent (4%) annually on a daily basis based on a three hundred sixty-five noncumulative basis, exclusive of increases attributable to Taxes (365) day yearas hereinafter defined), utilities, insurance, snow removal costs, association dues, and any other expenses that Landlord has no reasonable ability to control. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within Within sixty (60) days after the end of such each calendar yearyear in the Term, Landlord shall furnish to Tenant a statement (“showing in reasonable detail the determination of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) true and actual Operating Expenses for the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the preceding calendar year. If the amount of actual Operating Expenses payable by the Tenant for any calendar year exceed the Estimated Operating Expenses paid by ▇▇▇▇▇▇, then Tenant shall, subject to a right to review Landlord’s books and records and/or Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments’s right to conduct an audit, Tenant shall as specified below, pay the deficiency to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s ’s receipt of Landlord’s statement of Operating Expenses due from Tenant, the difference between: (a) Tenant’s Proportionate Share of the actual Operating Expenses for such statement. If calendar year; and (b) the total sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and Operating Expenses paid by ▇▇▇▇▇▇'s Monthly ▇ during such calendar year. If, however, the actual Operating Expenses payable by Tenant for any calendar year are less than the Estimated Rent next falling due. Operating Expenses paid by Tenant during such calendar year, then Landlord shall pay to Tenant, upon delivery to Tenant of the Landlord’s Statement shall be final statement of the actual Operating Expenses, the difference between: (y) the total sum of Estimated Operating Expenses paid by Tenant during such calendar year; and binding upon (z) the actual amount of Operating Expenses payable by Tenant during such calendar year. Failure of Landlord and to timely provide an annual reconciliation notice of underpayment or overpayment by Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as of its Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt obligation will not waive any of Landlord’s Statement rights to collect such payments or Tenant’s obligations hereunder, but will extend each party’s rights until the date notice is given; provided, however, that in accordance with no event shall Landlord retroactively include items in Operating Expenses for a certain calendar year following the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on thirty-sixth (36th) month after the parties. If there is a variance expiration of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcalendar year.

Additional Rent. Commencing (a) During the term of the Lease, Tenant shall pay all general and special real and Personal property taxes and assessments relating to the Premises or Tenant’s personal property locate on or used in connection with the Premises, all premiums for insurance maintained on the Commencement DatePremises by Landlord, and all dues and assessments levied or charged against the Premises or its owner by Northgate Business Properties or pursuant to any covenants, which shall be Additional Rent payable to Landlord. Tenant shall pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/ 12 of Landlord’s estimate of taxes, assessments and premiums for the Lease year. As soon as feasible (but in no event later than 90 days) after the commencement of each calendar year Lease year, Landlord will furnish Tenant a statement (“Landlords Statement”) showing the following: (i) The amount of Additional Rent due Landlord for the previous Lease year, less credit for Additional Rent Deposits paid, if any; (ii) Estimated real property taxes and assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimated assessments by Northgate Business Properties or pursuant to other covenants for the new Lease year; (v) Estimates for any other costs Landlord is entitled to as Additional Rent; and (vi) The Additional Rent Deposit due monthly in the then current Lease year, including the amount or revised amount due for months prior to the rendition of the Term statement. (prorated for vii) In the event, the Landlord spends more than $2,500,000 on this project, the base rent is increased by 7.5% of any calendar year falling partially within the Terminvestment made over and above $2,500,000 (up to $18,750), . (b) Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least within thirty (30) days prior after receipt of such statement any amounts for Additional Rent then due in accordance with Landlords Statement any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the beginning of each calendar year thereafterAdditional Rent Deposit next coming due, Landlord shall furnish or refunded to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of if the Term in has already expired (which obligation shall survive such expiration) provided Tenant is responsible for paying Additional Rent, not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord shall furnish is obligated to credit to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end reason of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueSection. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects failure to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to deliver L▇▇▇▇▇▇▇▇'s calculations ’s Statement or in computing the amount of the Additional Rent shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant's actual responsibility for ’s obligations to pay such amounts. The Additional Rent must Deposit shall be raised credited against Additional Rent due for the applicable Lease year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in the Additional Rent Deposit its estimate of Additional Rent that may not be finally determined until after the termination of this Lease. Tenants obligation to pay Additional Rent (and L▇▇▇▇▇▇▇’s obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or termination of the Lease. Tenant within ninety will remit all taxes and insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the taxing authorities and insurance provider. (90c) Landlord shall maintain books and records showing real estate taxes and assessments, insurance premiums and dues and assessments paid pursuant to any covenants. The Tenant or its representative shall have the right, for a period of one hundred fifty (150) days of receipt of following the date upon which L▇▇▇▇▇▇▇’s Statement is delivered to Tenant, to examine the Landlord’s books and records with respect to the items in Landlord’s Statement during normal business hours, upon written notice, delivered at least three (3) business days in accordance with advance. If T▇▇▇▇▇ does not object in writing to Landlord’s Statement within one year of T▇▇▇▇▇’s receipt thereof, specifying the delivery requirements nature of the item in Section 12.2 dispute and the reasons therefor, then L▇▇▇▇▇▇▇’s Statement shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be considered final and binding on the partiesaccepted by T▇▇▇▇▇. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay promptly repay Tenant for any overpayments which Tenant or its auditors identify, together with interest thereon at the costs of said audit and shall credit any overpayment toward Interest Rate from the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to date paid by Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audituntil refunded in full.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate statement within ninety (90) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to ▇▇▇▇▇▇▇▇'s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver ▇▇▇▇▇▇▇▇'s statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional RentRent as finally determined for the year exceeds the total payments made by Tenant on account thereof, and Tenant shall pay Landlord the deficiency within fifteen (b15) a calculation days of one-twelfth (1/12) Tenant's receipt of Landlord's estimate of statement. If the total payments made Tenant on account thereof exceed ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)as finally determined for the year, ▇▇▇▇▇▇'s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing ▇▇▇▇▇▇'s Share of the increase in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall case may be prorated on a daily basis based on a three hundred sixty-five within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (4510) days after ▇▇▇▇▇▇'s receipt of such statement. If Landlord's final statement for the sum of Tenant's Monthly Estimated Rent payments during the calendar year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if in which this Lease has not expiredterminates, may credit the excess toward the payments of Base Rent and difference between ▇▇▇▇▇▇'s Monthly Estimated Additional Rent next falling duefor that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. Landlord’s Statement If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be final and binding upon Landlord and Tenant unless Tenant objects adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to Landlord’s Statement within ninety (90) days a tenant that is entitled to an exemption from receipt. Landlord shall keep records showing all expenditures incurred as property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on During the Commencement Date, for each calendar year Term of the Term Lease Tenant shall pay as Additional Rent (prorated for any calendar year falling partially within the Term)“Additional Rent”) Tenant's Proportionate Share (defined herein) of Operating Expenses (defined below) in accordance with the following: For first Lease Year during the term of this Lease, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to each month, on the first day of each month following the Commencement Date and at least thirty (30) days prior of Lease, an amount equal to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇Tenant's Additional RentProportionate Share of Operating Expenses for the Lease Year divided by the number of months remaining in such Lease Year; and for each Lease Year thereafter Tenant shall pay to Landlord each month, and (b) a calculation on the first day of each month following the Commencement Date of the Lease, an amount equal to one-twelfth (1/12) of the then estimated Tenant's Proportionate Share of Excess Operating Expenses. The Additional Rent for Year One is estimated at $0.XX per rentable square foot per month. The prorated monthly amount of $XXX.00 is in addition to the Base Rent. Operating Expenses for each Calendar Year shall be budgeted by Landlord, from which Landlord shall estimate Tenant's Proportionate Share of Operating Expenses, and written notice of such estimate of ▇▇▇▇▇▇Tenant's Proportionate Share shall be given to Tenant as soon as reasonably possible on or before the beginning of each Calendar Year. If Operating Expenses increase during a Lease Year, Landlord may revise its estimate of Tenant's Proportionate Share of Excess Operating Expenses during such year by giving Tenant written notice to that effect, and thereafter Tenant shall pay to Landlord, in each of the remaining months of such Lease Year, an Additional Rent Rental divided by the number of months remaining in such year. Within one hundred eighty (“Monthly 180) days after the end of each Calendar Year, Landlord shall prepare and deliver to Tenant a statement showing the actual amount of Tenant's Proportionate Share of Operating Expenses. If the actual amount of Tenant's Proportionate Share of Operating Expenses incurred in respect of any Lease Year exceeds the estimate of Tenant's Estimated Rent”). Proportionate Share of Operating Expenses for such Lease Year, then Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five such difference within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end following receipt of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, notice from Landlord setting forth (a) the actual amount of Tenant's actual responsibility for Additional Rent, and (b) the sum Proportionate Share of Tenant's Monthly Estimated Rent payments made during the yearOperating Expenses in respect of such Lease Year. If the actual amount of Tenant's actual responsibility for Additional Rent exceeds Proportionate Share of Operating Expenses in respect of any Lease Year is less than the sum estimate of Tenant's Monthly Estimated Rent paymentsProportionate Share of Operating Expenses for such Lease Year, there will be an adjustment of the Tenant’s additional. Landlord shall have no obligation to refund to Tenant such difference. If the last Lease Year is a fractional calendar year, then Landlord shall adjust the Proportionate Share of Operating Expenses to reflect the number of months (including fractional months) in such fractional Lease Year, as appropriate to reflect any proration of Operating Expenses. Any delay by Landlord in delivering any estimate or statement pursuant to this Section shall not relieve Tenant of its obligations pursuant to this Section except that Tenant shall not be obligated to make any payments based on such estimate or statement until ten (10) days after receipt of such estimate or statement. Additional Rental shall also include, and Tenant shall pay as Additional Rental, a reasonable charge determined by Landlord for any services required to be provided by Landlord by reason of any use by Tenant of any services customarily provided by Landlord to all other tenants in the Building or by reason of any recurrent use of the Premises by Tenant at any time other than Normal Business Hours. Tenant shall pay for any additional or unusual janitorial services required by reason of Tenant's use of the Premises or by reason of improvements in the Premises other than Building Standard Improvements and any repairs required to be made to the Building due to the use of the Building by Tenant or its agents or invitees within ten (10) days of being billed by Landlord. If improvements in the Premises other than Building Standard Improvements or Tenant's use or the conduct of business on the Premises or in the Building, whether or not with Landlord's consent and whether or not otherwise permitted by this Lease, results in any increase in ad valorem taxes (not separately assessed) or in premiums for the fire and liability insurance or any other insurance coverage carried by Landlord with respect to the Building or its contents, Tenant shall pay the deficiency to Landlord as Additional Rental any such increase in taxes or premiums (as reasonably allocated by Landlord) within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. being billed by Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. (1) Commencing on the Commencement DateDate and continuing throughout the Term of the Lease, Tenant shall pay to Landlord, as “Additional Rent”, Tenant’s Share of the sum of Operating Costs and the Taxes for each calendar year year, or portion thereof, occurring during the Term (except that Tenant’s Share of estimated Operating Costs and the Taxes for the first full calendar month of the Term shall be paid upon Tenant’s execution of this Lease). (prorated 2) Prior to the Commencement Date and thereafter prior to the end of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and the Taxes to be paid as a component of Additional Rent for any the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of such estimated Additional Rent. If Landlord thereafter estimates that Operating Costs for such year will vary from Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least prior estimate, Landlord may, on not less than thirty (30) days days’ prior written notice to Tenant, revise the beginning estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Landlord’s initial estimate of Operating Costs for the first full calendar month of the Term is Thirteen Thousand Seven Hundred Thirty Five and 00/100 Dollars ($13,735.00). (3) As soon as reasonably practicable after the end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (the “Landlord’s Statement”) in reasonable detailwith respect to such year, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rentshowing Operating Costs, and (b) any other Additional Rent for the sum of Tenant's Monthly Estimated Rent year, and the total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement within ninety (90) days from receipt. Landlord after receipt of the same, Tenant shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at have no right thereafter to audit Landlord’s principal office. Any dispute books and records with respect to ▇▇▇▇▇▇▇▇'s calculations such Statement. If Tenant does object to such Statement within the requisite time period, then Landlord shall provide Tenant with reasonable verification of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s the figures shown on the Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation shall negotiate in good faith to resolve any disputes. If after such negotiations Landlord and Tenant cannot agree upon the amount of Operating Costs, then Tenant shall have the right to have a certified public accountant (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review Landlord’s books and records relating to the Statement and the calculation of Operating Costs for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding on Landlord and Tenant, unless Landlord elects, within sixty (60) days of written notice receipt of disputed chargethe results of the Independent Review, to initiate legal proceedings to resolve any disputes regarding conclusions in the Independent Review that Landlord does not accept. HoweverIf the Independent review and/or any legal proceedings with respect thereto show that the Operating Costs actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, Tenant may offset such excess against Rent due under the Lease or, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentno rent remains due, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment excess to Tenant within thirty fifteen (3015) daysdays after final determination of the Operating Costs after deducting all other amounts due Landlord. If the variance is Independent Review and/or any legal proceedings with respect thereto show that Tenant’s payments of Operating Costs for such calendar year were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to the Landlord within fifteen (15) days after final determination of the Operating Costs. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant has overpaid Operating Costs for the year in question by more than five percent (5%), then Landlord shall reimburse Tenant for all reasonable costs paid by Tenant to the firm performing the Independent Review. Operating Costs for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Any failure of Landlord to deliver Landlord’s Statement as provided herein shall not relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s Statement, so long as the Statement for any calendar year is delivered not later than nine (9) months after the end of the calendar year. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant does not timely object thereto as permitted under subparagraph (3) above, Tenant shall pay Landlord the cost deficiency within five (5) days of said auditTenant’s receipt of Landlord’s Statement. If, however, Tenant timely objects to the Landlord’s Statements as permitted under subparagraph (3), above, Tenant shall pay Landlord any deficiency within fifteen (15) days of the completion of good faith negotiations or Tenant’s receipt of the results of the Independent Review, as applicable. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs and the Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fifteen (15) days after Tenant’s receipt of Landlord’s final Statement for the calendar year in which this Lease terminates, unless Tenant timely objects thereto as permitted under subparagraph (3) above, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or earlier termination of this Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), All sums payable by Tenant under this Lease other than Base Rent shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as be deemed “Additional Rent”);” the term “Rent” shall mean Base Rent and Additional Rent. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish estimate in advance and charge to Tenant its Pro Rata Share of the following costs, to be paid on the same date Base Rent is payable on a written statement setting forth monthly basis throughout the following: Lease Term (aincluding during the period of Lease Months 1 – 7): (i) Landlord's estimate all Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of the Lease and (iv) all Outside Maintenance Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Taxes, insurance, utility, and Outside Maintenance Expenses shall be referred to as the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating Costs at any time based upon ▇▇▇▇▇▇'s Additional Rent▇▇’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding Fiscal Year and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end ’s Pro Rata Share of such calendar year, a statement expenses. Within thirty (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (4530) days after ▇▇▇▇▇▇'s ’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility ’s share of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses to the extent provided in this Lease, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement obligation to reimburse such costs shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as an Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement obligation payable in accordance full with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed chargenext monthly Rent payment. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the cost next monthly installment of said auditBase Rent. If Tenant’s payment by check for Rent is returned for non-sufficient funds or for any other reason, Landlord at its sole option may require all future payments of Rent to be made by cashier’s or certified check, money order, or wire transfer, and the delivery of Tenant’s personal or corporate check shall no longer constitute payment thereof.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord-one-twelfth (1/12th) of the estimated Additional Rent. If Landlord as additional rent thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections in writing to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the variance is less than five percent figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord, based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (5%)4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within thirty (30) days of said auditTenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing commencing on the Commencement Datefirst day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, the amount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of installments so paid to Landlord for each calendar year of year, the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentsuch underpayment, or Landlord shall furnish to credit Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) for the amount of Tenant's actual responsibility for such overpayment, as the case may be. Upon the expiration of any separate bond assessments levied against the Premises, the real estate tax portion of the monthly Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If payment shall be immediately decreased by the amount of Tenant's actual responsibility for Additional Rent exceeds such reduction in bond assessment. It is the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency intent hereunder to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds estimate the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period then to adjust such estimate in the following year based on the actual amount of three (3) years following each yearAdditional Rent owing. The obligation of Tenant with respect to payment of Additional Rent shall survive the termination of this Lease. A payment, and such records refund or credit made pursuant to this paragraph shall be made available for inspection and photocopying by without prejudice to any right of Tenant and/or to dispute the amount of Additional Rent owing, or the right of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the amount of Additional Rent owing, Tenant or its agents authorized agent shall have the right to inspect the books of Landlord during ordinary the business hours of Landlord at Landlord’s principal officesuch location that Landlord during the business hours Landlord at such location that Landlord may specify, for the purpose of verifying such amount. Any dispute with respect Unless Tenant asserts specific errors within such days, such notification by Landlord shall be deemed to ▇▇▇▇▇▇▇▇'s calculations of be correct. A decrease in Additional Rent shall reduce Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days liability hereunder below the amount of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayable hereunder.

Additional Rent. Commencing on the Commencement DateA. Tenant shall pay to Landlord, as Additional Rent, for each calendar year of or fractional year during the Term an amount (prorated "Tenant's Operating Costs Payment") of money equal to Tenant's Pro Rata Share of Operating Costs, as hereinafter defined, for any such year, such amount to be calculated and paid as follows: (1) On the first day of January of each year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with a statement ("Landlord's Operating Costs Estimate") setting forth Landlord's reasonable estimate of Operating Costs for the forth-coming year. On the first day of each calendar month during such year falling partially within the Term), Tenant shall pay to Landlord one-twelfth of Tenant's Operating Costs Payment as additional rent estimated on Landlord’s Insurance 's Operating Costs Estimate. If for any reason Landlord has not provided Tenant with Landlord's Operating Costs Estimate on the first day of January of any year during the Term, then, (as defined belowi) and Real Property Taxes (collectively known as “Additional Rent”). Prior until the first day of the calendar month following the month in which Tenant is given Landlord's Operating Costs Estimate, Tenant shall continue to pay to Landlord on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereaftermonth the monthly sum, if any, payable by Tenant under this Article 3(A)(1) for the month of December of the preceding year, and (ii) promptly after Landlord's Operating Costs Estimate is furnished to Tenant or together therewith, Landlord shall furnish give notice to Tenant a written statement setting forth stating whether the following: (a) installments of Tenant's Operating Costs Payments previously made for such year were greater or less than the installments of Tenant's Operating Costs Payments to be made for such year in accordance with Landlord's estimate of ▇▇▇▇▇▇'s Additional RentOperating Costs Estimate, and (bA) if there shall be a calculation of one-twelfth deficiency, Tenant shall pay the amount thereof to Landlord within seven (1/127) days after the giving of Landlord's estimate Operating Costs Estimate, or (B) if there shall have been an overpayment, Landlord shall apply such overpayment as a credit against the next accruing installment(s) of ▇▇▇▇▇▇'s Additional Rent due from Tenant under this Article 3(A)(1) until fully credited to Tenant, and (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning C) on the Commencement Date first day of the first calendar month following the month in which Tenant is given Landlord's Operating Costs Estimate and on the first day of every successive each calendar month thereafter during the TermTerm throughout the remainder of such year, Tenant shall pay to Landlord an amount equal to one-twelfth (1/12th) of Tenant's Operating Costs Payment. Monthly Estimated Rent for a period The foregoing notwithstanding, Landlord shall have the right from time to time during any year to notify Tenant in writing of less than one month any change in Landlord's Operating Costs Estimate, in which event such Tenant's Operating Costs Payment, as previously estimated, shall be prorated adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on a daily basis based the first day of each month during the year for which given following Landlord's giving of such notice. (2) On or before the first day of March of each year during the Term (beginning on a three hundred sixty-five (365) the first day year. For each calendar year of March of the Term year following the year in which Tenant the Effective Date occurs), or as soon thereafter as is responsible for paying Additional Rentpracticable, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty a statement of the actual Operating Costs for the preceding year. Within thirty (6030) days after the end Landlord's delivery of such calendar yearstatement, Tenant shall make a statement (“lump sum payment to Landlord in the amount, if any, by which Tenants' Operating Costs Payment for such preceding year as shown on such Landlord’s Statement”) in reasonable detail's statement, including supportive documentation, setting forth (a) exceeds the amount aggregate of the monthly installments of Tenant's actual responsibility for Additional RentOperating Costs Payments paid during such preceding year. If Tenant's Operating Costs Payment, and (b) as shown on such Landlord's statement, is less than the sum aggregate of the monthly installments of Tenant's Monthly Estimated Operating Costs Payment actually paid by Tenant during such preceding year, then Landlord shall apply such amount to the next accruing installment(s) of Additional Rent payments made during the year. due from Tenant hereunder until fully credited to Tenant. (3) If the amount applicable commencement date occurs on a date other than the first day of January, or if the Expiration Date is on a date other than the last day of December, the actual Operating Costs for the year in which the applicable commencement date or the Expiration Date occurs, as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's actual responsibility Pro Rata Share of Operating Costs for Additional Rent exceeds such year represented by a fraction, the sum numerator of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement which shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement the number of days during such fractional year falling within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearthe Term, and such records the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this Article 3(A)(3) shall survive the Expiration Date or any sooner termination provided for in this Lease. B. For purposes of this Lease, the term "Operating Costs" shall mean any and all expenses, costs and disbursements of every kind which Landlord pays, incurs or becomes obligated to pay in connection with the operation, management, repair and maintenance of all portions of the Property. All Operating Costs shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect determined according to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and which shall be final and binding on consistently applied. Operating Costs include, but are not limited to, the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.following:

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year of or portion thereof during the Term (prorated except as otherwise provided in the Base Rent schedule set forth in the Basic Lease Information) Tenant’s Share of the sum of (x) Operating Costs for any such period, and (y) Taxes for such period. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/121/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's ’s prior estimate, Landlord may, by notice to Tenant, revise the estimate of ▇▇▇▇▇▇'s for such year (and Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning thereafter be payable based on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than revised estimate). (3) Within one month shall be prorated on a daily basis based on a three hundred sixty-five twenty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60120) days after the end of such each calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made year during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional RentTerm, Landlord shall pay furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the excess to year, and the total payments made by Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling duewith respect thereto. Landlord’s Statement shall be final and binding upon Landlord and Unless Tenant unless Tenant objects raises any objections to Landlord’s Statement statement within ninety eight (90) days from receipt8) months after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures incurred as Additional Rent provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for each payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement, provided such statement is delivered within eighteen (18) months after the later of (i) the end of the calendar year to which the expenses relate, or (ii) receipt of the invoice for a period the applicable expenses, but in any event not later than twenty (24) months after the end of three the calendar year to which the expenses relate. Within eight (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of 8) months after receipt of Landlord’s Statement in accordance with annual reconciliation statement, Tenant shall have the delivery requirements in Section 12.2 right, during normal business hours and shall be resolved by at the parties through consultation in good faith within sixty (60) days offices of written notice of disputed charge. HoweverLandlord or its management agent, if the dispute canand upon not be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within less than thirty (30) days’ prior written notice to Landlord, to review or audit Landlord’s books and records pertaining to Taxes or Operating Expenses. If Tenant uses a third party to perform any such review or audit, such third party must be a certified public accountant whose compensation for such work is not based partially or wholly on a contingent fee or similar arrangement. In the variance is less event that Tenant’s review or audit discloses that Landlord has overcharged Tenant, Landlord shall reimburse Tenant for the excess amounts paid by Tenant plus interest at the rate set forth herein for late payments of Rent. In addition, in the event that any such overcharge exceeds the amount actually owed by Tenant by more than five percent (5%), Landlord shall reimburse Tenant for the reasonable cost of its audit, excluding travel, meals and lodging. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within thirty (30) days of said auditTenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on the Commencement DateIn addition to Monthly Base Rent payable by --------------- Sublessee, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Sublessee shall pay to Landlord Sublessor during the Term, as additional rent Landlord’s Insurance rent, Sublessee's Percentage Share (as hereinafter defined) of any increase in Operating Expenses (as defined belowin the Lease) and any increase in Real Property Estate Taxes (collectively known as “Additional Rent”defined in the Lease) paid or incurred by Sublessor during such calendar year over the amount of Operating Expenses and Real Estate Taxes paid or incurred by Sublessor during the calendar year 1998 (which increase is hereinafter referred to as "INCREASED OPERATING AND TAX COSTS"). Prior "Sublessee's Percentage Share" shall be _____________ percent (____%). Sublessee shall pay to Sublessor each month, in advance, together with the Commencement Date and at least thirty (30) days prior to the beginning payment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Monthly Base Rent, and (b) a calculation of an amount equal to one-twelfth (1/12) of LandlordSublessee's estimate Percentage Share of ▇▇▇▇▇▇the estimated Increased Operating and Tax Costs, as reasonably determined by Sublessor. After the end of any calendar, Sublessor shall provide Sublessee with a copy of any statement of Additional Lease Charges provided by Landlord pursuant to Section 4.1(c) of the Lease. If Sublessee's Additional Rent (“Monthly Estimated Rent”). Tenant Percentage Share of actual Increased Operating and Tax Costs is greater than Sublessee's Percentage Share of estimated Increased Operating and Tax Costs for any calendar year, Sublessee shall pay the difference to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-Sublessor within twenty- five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6025) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt date of Landlord’s Statement in accordance with the delivery requirements in 's notice pursuant to Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.4.1

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance each year Tenant's Proportionate Share of Operating Costs during each Operating Year of the Lease Term (as defined below) and Real Property Taxes (collectively known as “Additional Rent”"OPERATING COST RENT"). Prior Landlord may make a good faith estimate of the Operating Cost Rent to be due by Tenant for any Operating year or part thereof during the Lease Term. During each Operating Year or partial Operating Year of the Lease Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Minimum Monthly Rent, an amount equal to the Commencement Date estimated Operating Cost Rent for such Operating Year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and at least thirty (30) days prior re-estimate the Operating Cost Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Cost Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the Operating Year in question, Tenant shall have paid all of the Operating Cost Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each Operating Year. In the event the Building is not fully occupied during any Operating Year, an adjustment shall be made by Landlord in calculating the Operating Costs for such Operating Year so that the Operating Costs shall be adjusted to the beginning amount that would have been incurred had the Building been occupied to the extent of 95% during such Operating Year. By May 1 of each calendar year thereafterOperating Year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a written statement setting forth of Operating Costs for the following: previous year, adjusted as provided above (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”the "Operating Costs Statement"). If Tenant's payments of estimated Operating Cost Rent for the year covered by the Operating Costs Statement exceed Tenant's Proportionate Share of such items as indicated in the Operating Costs Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant's estimated payments of Operating Costs for such year are less than Tenant's share of such items as indicated in the Operating Costs Statement, then Tenant shall promptly pay to Landlord such deficiency, notwithstanding that the Monthly Estimated Rent beginning on Term has expired and Tenant has vacated the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearPremises. For each calendar year purposes of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's actual cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the actual cost of any maintenance performed by Landlord under Paragraph 12A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's Proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon Landlord's good faith estimates for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's Proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's Proportionate Share of the actual costs of all such items, Landlord shall notify Tenant of such and retain such excess and credit it against Tenant's next. monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's Proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during $20,170.58 (2) Real Property Taxes $3,723.80 (3) Insurance $310.32 (4) Maintenance $620.63 ---------- Initial Monthly Payment Total $24,825.33 ---------- ---------- TENANT'S PROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the year exceeds numerator of which is the amount number of Tenant's actual responsibility for Additional Rentsquare feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Project is part of a larger development constructed by Landlord on the Land (the DEVELOPMENT) and the Building and one or more other buildings on parts of the Development other than the Project share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing The Lease requires Tenant to make payments to Landlord on the Commencement Datebasis of increases in operating expenses and real estate taxes. Subtenant agrees to pay Tenant additional ren t(the "Additional Rent") equal to Subtenant's pro rata share of such increases above the amount payable by Tenant to Landlord during the Base Year (as hereinafter defined). For purposes of this Paragraph 6, for each the Base year shall be calendar year 1996, and Subtenant's pro rata share shall be the product of (i) the amount of such increases above the Base Year payable from time to time by Tenant under the Lease, multiplied by (ii) a fraction, the numerator of which shall be 7,100 square feet, and the denominator of which shall be the total number of square feet of rentable area leased from time to time by Tenant pursuant to the Lease. Payments of Additional Rent by Subtenant shall commence on January 1, 1997, and shall be paid to Tenant on the same basis and at the same time that Tenant is required to pay such additional rent to Landlord under the Lease. Tenant agrees to furnish to Subtenant a copy of any statement received by Tenant from Landlord showing the amounts of additional rent to be paid by Tenant under the Lease and a statement setting forth the calculation of Subtenant's pro rata share of such amounts to be paid by Subtenant as Additional Rent. Tenant agrees to reimburse to Subtenant a pro rata share of any reimbursements made by Landlord to Tenant that result from any overpayments of additional rent made by Tenant during the preceding calendar year which apply tot he time period during the Term (prorated for any calendar year falling partially hereof within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to after Tenant a written statement setting forth the following: (a) receives such reimbursement from Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Commencement Date, for each calendar year of the Term Lease Term: (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined belowi) and all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (collectively known ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.07 of the Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Additional RentTotal Operating Costs”). Prior Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to the Commencement Date and at least thirty Tenant. Within one hundred twenty (30120) days prior to after the beginning end of each calendar year thereafterFiscal Year during the Lease Term, Landlord shall furnish deliver to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered prepared in accordance with Article 22 generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such expenses. Tenant may review Landlord’s books and records supporting such statement in the office of Landlord, or Landlord’s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement, but in no event more often than once in any one year period. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within Within sixty (60) days after Tenant’s receipt of written notice Landlord’s statement or thirty (30) days following Tenant’s review of disputed charge. HoweverLandlord’s books and records, if the dispute cannot there shall be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both adjustment between Landlord and Tenant, whose decision with payment to or credit given by Landlord (as the case may be) in order that Landlord shall be based on generally accepted accounting principles and shall be final and binding on receive the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination entire amount of Tenant's actual responsibility ’s share of such costs and expenses for Additional Rentsuch period. Notwithstanding the foregoing, in the event Landlord fails to deliver its statement within two hundred seventy (270) days after the end of each Fiscal Year, Landlord shall have no right to collect an additional payment for the actual amount of Tenant’s Pro Rata Share of Total Operating Costs. In addition to its obligation to pay Base Rent and its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant’s obligation to reimburse such costs of said audit and shall credit any overpayment toward be an Additional Rent obligation payable in full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) dayspayment. If the variance is less than five percent (5%)Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the cost next monthly installment of said auditBase Rent.

Additional Rent. Commencing on The Base Rent payable hereunder shall be adjusted from time to time in accordance with the Commencement Datefollowing provisions: 1. Tenant’s Base Rent is based, in part, upon a Base Year (herein so called) of operating costs equal to the actual operating expenses for each the Building for calendar year of 2014. It is understood and agreed by Tenant that Landlord has not made any representation that the Term (prorated Base Year operating costs will equal or approximate the actual operating expenses for the Building for any calendar year falling partially within year. Tenant shall, during the Lease Term, pay as an adjustment to Base Rent hereunder an amount equal to Tenant’s Pro Rata Share of the excess (“Excess”), if any, from time to time of actual Building Costs per year for the Building and Property (also referred to as the “Complex”) over the Base Year. Landlord shall deliver to Tenant shall pay to Landlord on or before May 1, 2015 a statement setting forth the actual Building Costs for the Base Year. 2. As soon as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to is practical following the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteryear, but in no event later than May 1, during Tenant’s occupancy Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)’s actual Building Costs for the previous calendar year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional RentLandlord, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) 30 days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. Howeverstatement, if the dispute cannot be resolved within such period, the parties shall request an audit Tenant’s Pro Rata Share of the disputed matter from an independent, certified public accountant selected Excess with respect to the prior year (“Additional Rent”) whether or not the Lease has terminated prior to receipt by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the partiesTenant of a statement. 3. If there actual Building Costs for the previous year are less than those established in the Base Year, Tenant shall receive a credit toward Additional Rent for the next year. If a credit is a variance due at the end of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthe Term, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment sums to Tenant within thirty (30) days. If days after the variance is less than five percent (5%), Tenant shall pay end of the cost of said auditTerm.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) Operating Costs incurred for any such period, and (y) Taxes payable for such period. (2) Prior to the beginning of each calendar year, Landlord shall notify Tenant of Landlord's commercially reasonable estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”). Prior If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, no more than once in any calendar year, by notice to Tenant revise the Commencement Date estimate for such year and at least Additional Rent shall thereafter be payable based on the revised estimate. For the initial partial calendar year of the Term, Tenant shall pay Landlord's estimate of Tenant's Additional Rent for such period in equal monthly installments beginning on the first day of the first month of the Term. (3) Tenant may, upon written notice to Landlord delivered within thirty (30) days of Tenant's receipt of Landlord's estimate of Operating Costs and Taxes, elect to pay Taxes separately of Operating Costs. In the event Tenant elects to pay Taxes separately of Operating Costs, Tenant shall pay to Landlord Tenant's Share of Taxes no later than the latter of (i) the tenth day following receipt of written notice of the amount of Taxes then due or (ii) thirty (30) days prior to the beginning date Taxes are due and payable to the taxing authority. (4) As soon as reasonably practicable after the end of each calendar year thereafteryear, but in no event later than May 1st, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within one hundred eighty (180) days after receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall permit Tenant reasonable access to Landlord's books and records pertaining to Operating Costs, Taxes and Additional Rent for the year for the purpose of verification of the figures shown on the statement. Within the one hundred eighty (180) day period, Tenant may, upon ten (10) days advance, written notice, audit, inspect and copy the books and records of Landlord with respect to any costs or item which is passed through to Tenant. Any such audit or inspection performed by a third party contracted by Tenant shall be performed only on a non-contingent fee basis. Landlord must cooperate with Tenant in providing Tenant reasonable access to its books and records during normal business hours for this purpose. If the results of the audit shows an overcharge to Tenant a written statement setting forth of the following: actual amount owned by Tenant, Landlord must, within thirty (a30) days of completion of such audit, credit or refund to Tenant, at Landlord's estimate election, any overcharge discovered by the audit. If the overcharge exceeds the actual Operating Costs by 3% Landlord must pay the reasonable costs of ▇▇▇▇▇▇such audit. If such audit discloses an undercharge to Tenant, Tenant must pay Landlord the amount of such undercharge within thirty (30) days of completion of such audit. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (5) If Tenant's Additional RentRent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant shall pay Landlord the deficiency within thirty (b30) a calculation days of one-twelfth (1/12) Tenant's receipt of Landlord's estimate of ▇▇▇▇▇▇statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (“Monthly Estimated Rent”10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. (6) Tenant shall pay all rental, excise, sales or transaction privilege taxes, if any, arising out of this Lease (excluding, however, state and federal personal or corporate income taxes measured by the income of Landlord from all sources) imposed by any taxing authority upon Landlord or upon Landlord's receipt of any rent payable by Tenant pursuant to the terms of this Lease ("Rental Tax"). Tenant shall pay any Rental Tax to Landlord in addition to and at the Monthly Estimated same time as Base Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Termis payable under this Lease. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year No such Rental Tax is imposed as of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end date of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount execution of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing on A. If and to the Commencement Dateextent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for each operating expenses, common area maintenance charges, taxes or other expenses incurred by the Prime Landlord in connection with the Building, Tenant shall pay to Landlord, the percentage of such additional rent (to the extent such additional rent is attributable to events occurring during the term of this Sublease) which is set forth in Section 1(M) as the Sublease Share, but only to the extent that such additional rent exceeds the actual additional rent charged to Landlord for the 1998 calendar year (including, without limitation, additional rent attributable to 1997 real estate taxes payable in 1998). Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Term Prime Landlord, provided that Tenant shall have been billed therefor at least fifteen (prorated for any calendar year falling partially within 15) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Prime Landlord's bill ▇▇▇ other material furnished to Landlord in connection therewith), except that if such payment relates to real estate taxes and the Termstatement is not furnished to Tenant at least fifteen (15) days prior to the date such taxes are due (due to a delay in Landlord's receipt of such statement from Prime Landlord), Tenant shall pay to Landlord as its share of such taxes within five (5) days after receipt of such statement. Notwithstanding the foregoing, Landlord may make reasonable estimates, forecasts or projections ("PROJECTION") of the amount of additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”)which will be owed by Tenant in any Sublease Year. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish may deliver to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, a Projection and (b) a calculation of one-twelfth (1/12) a monthly amount of Landlord's estimate additional rent payable by Tenant by reason thereof, to become effective as of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)delivery of the Projection. Tenant shall pay to Landlord (together with its payment of Base Rent) the Monthly Estimated Rent beginning on monthly amount of such additional rent determined pursuant to the Commencement Date and on Projection; provided, however, that the first day additional rent shall be adjusted when the actual amount of every successive calendar month thereafter additional rent can be determined. B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises (56,870 square feet) by the rentable area of the premises leased by Prime Landlord to Landlord pursuant to the Prime Lease (276,913 square feet). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term. Monthly Estimated Rent for a period of less than one month , then the Sublease Share shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditrecalculated.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated for any calendar year falling partially within x) the Term)amount of Operating Costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance and (as defined belowy) and Real Property Taxes the amount of Taxes. (collectively known as “Additional Rent”). 2) Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional RentOperating Costs, Taxes and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Tenant’s Additional Rent for the following calendar year (“Monthly Estimated Rent”or first partial year following the Commencement Date). Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the TermAdditional Rent, as reasonably estimated by Landlord for such full calendar year. Monthly Estimated If Landlord thereafter reasonably estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailshowing Operating Costs, including supportive documentation, setting forth (a) Taxes and Additional Rent for the amount of Tenant's actual responsibility for Additional Rentyear, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures incurred as Additional Rent provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for each calendar year payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be responsible for a period payment of Operating Costs billed to Tenant more than three (3) years following each the applicable calendar year, and such records . In no event shall be the Operating Costs used by Landlord in determining Tenant’s Share of Operating Costs exceed one hundred percent (100%) of the actual Operating Costs incurred by Landlord (including the management fees contained above) in connection with the Project. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officeon account thereof. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations Tenant shall pay Landlord the deficiency within the earlier of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90a) the later of (i) twenty (20) days of after Tenant’s receipt of Landlord’s Statement in accordance with statement, or (ii) the delivery requirements in Section 12.2 and first (1st) day of the month when Tenant’s next installment of Base Rent is payable to Landlord, or (b) thirty-one (31) days after Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceeds Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be resolved by credited toward the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, rent next due from Tenant under this Lease or refunded to Tenant if such credit is payable following the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independentTerm. For any partial calendar year at the beginning or end of the Term, certified public accountant selected by both Landlord and Tenant, whose decision Additional Rent shall be based on generally accepted accounting principles and shall be final and binding prorated on the partiesbasis of a 365-day year by computing Tenant’s Share of the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. If there is a variance Notwithstanding the termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthis Lease, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) daysdays after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the variance Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is less than five percent (5%)entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall pay survive the cost expiration of said auditthe Term.

Additional Rent. Commencing 4.1 In addition to the Basic Rent, in each applicable year the Tenant shall pay the Landlord “Additional Rent” on a monthly basis with Basic Rent payments, its proportionate share, (calculated by dividing the Commencement Date, for each square footage of the Leased Premises by the total leasable square footage in the Building (excluding the basement)) of the increase in the Building’s Operating Costs (as defined in Section 4.2 below). Such costs shall be computed as follows: (a) The base year of Operating Costs shall be the calendar year of 2014. (b) The comparison year shall be the Term next calendar year following the base year and each subsequent calendar year. (c) Landlord will furnish Tenant within 60 days of the end of the comparison year a statement indicating the base year Operating Costs, the comparison year Operating Costs, and the increase, if any, from base year to comparison year. (d) In the event the above comparison yields an increase, Tenant will be given an invoice requiring a lump sum payment within 60 days for Tenant's share of the increase prorated for any calendar the number of months Tenant's lease year falling partially within coincides with the Term)comparison year. In addition, Tenant the Tenant's monthly rent shall pay be adjusted to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) reflect Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and Operating Costs for the following year. (be) a calculation of one-twelfth (1/12) of When an increase in rent attributable to Landlord's estimate of ▇▇▇▇▇▇Operating Costs is greater than Tenant's Additional Rent share of the actual increased Operating Costs, Landlord will refund such excess in a lump sum within 60 days after having determined the overpayment by Tenant. Notwithstanding this paragraph, in no case shall the total rent paid in any year be reduced by such refund or otherwise below the Basic Rent. 4.2 Operating Costs shall mean all actual costs and expenses incurred by Landlord in connection with the ownership, operation, management and maintenance of the Building, including, but not limited to, all real and personal property taxes and assessments, except those to be paid by Tenant on its own personal property and leasehold improvements, and any tax or assessment levied or charged in lieu thereof; snow removal, trash removal, utilities, supplies, insurance, license, permit and inspection fees, cost of services of independent contractors, property management fees, cost of compensation (“Monthly Estimated Rent”including employment taxes and fringe benefits) connected with the day-to-day operation and maintenance of the Building (including janitorial services, gardening, security, parking, elevator, painting, plumbing, electrical, carpentry, heating, ventilation, air conditioning, window washing and signing), but excluding persons performing services not uniformly available to or performed for substantially all building tenants; and rental expense or a reasonable allowance for depreciation of personal property used in the maintenance, operation and repair of the Building. Tenant The foregoing notwithstanding, Operating Costs shall pay to Landlord the Monthly Estimated Rent beginning not include depreciation on the Commencement Date and on the first day Building or amounts paid toward principal or interest of every successive calendar month thereafter during the Termliens of Landlord. Monthly Estimated Rent for a period of less than one month In no event shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum ’s share of Tenant's Monthly Estimated Rent payments made during the year. If the Operating Costs increase in an amount greater than 5% of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit share of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditprevious year’s Operating Costs.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term Within ninety (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6090) days after the end of such calendar yearOperating Year, Landlord shall prepare and deliver to Tenant a statement (“Landlordshowing Tenant’s Statement”) in reasonable detailactual ultimate liability for Operating Expenses for the preceding Operating Year, including supportive documentation, setting forth (a) the amount along with copies of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearsuch documentation as may be reasonably necessary to support such expenses. If the aggregate amount of Tenant's actual responsibility for Estimated Additional Rent exceeds the sum of actually paid by Tenant during any Operating Year is less than Tenant's Monthly Estimated Rent payments’s actual ultimate liability for Operating Expenses for that particular Operating Year, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of Landlord’s written demand therefor. If the variance aggregate amount of Estimated Additional Rent actually paid by Tenant during a given Operating Year exceeds Tenant’s actual liability for such Operating Year (the “Excess Additional Rent”), the Excess Additional Rent shall be credited against the Estimated Additional Rent next due from Tenant after Landlord’s determination that Excess Additional Rent has been paid by Tenant; provided, however in the event that Tenant pays Excess Additional Rent during the final Lease Year, then upon the expiration of the Term, and determination, by Landlord, of the actual amount of Excess Additional Rent, Landlord or Agent shall pay Tenant the then-applicable excess promptly after determination thereof. No interest shall be payable to Tenant on account of payments of Estimated Additional Rent, and such payments may be commingled. If there exists any dispute as to (i) the amount of Additional Rent, (ii) whether a particular expense is less than five percent properly included in Additional Rent or (5%iii) Landlord's calculation of Additional Rent (each an “Additional Rent Dispute”), the events, errors, acts or omissions giving rise to such Additional Rent Dispute shall not constitute a breach or default by Landlord under this Lease and even if a judgment resolving the Additional Rent Dispute is entered against Landlord, this Lease shall remain in full force and effect and Landlord shall not be liable for any consequential damages resulting from the event, error, act or omission giving rise to such Additional Rent Dispute. Notwithstanding the existence of an Additional Rent Dispute, Tenant shall timely pay the cost amount of said auditAdditional Rent which is in dispute and will continue to make all subsequent payments of Additional Rent as and when required under this Lease, provided that the payment of such disputed amount and other amounts shall be without prejudice to Tenant's position.

Additional Rent. Commencing on (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion of thereof during the Rent Period Tenant’s Share of the sum of (i) Operating Costs for the period, and (ii) Taxes for such period. (2) Prior to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafter, Landlord shall furnish notify Tenant of Landlord’s reasonable estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the following calendar year. Landlord’s estimate with respect to the Building shall include a comparison, by each category, of the prior year’s Operating Costs (in terms of both dollars and percentages) and, if requested by Tenant, shall include reasonable detailed documentation to support Landlord’s estimate. If Landlord does not provide an estimate (and, if requested by Tenant, reasonable detailed documentation) to Tenant a written statement setting forth prior to the following: (a) commencement of the new calendar year, Tenant shall continue, until the month after Tenant receives Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rentthe revised Operating Costs (and, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”if requested by Tenant, reasonable detailed documentation). Tenant shall , to pay to Landlord the Monthly Estimated Rent beginning Operating Costs based on the Commencement Date prior year’s estimate. Commencing on the first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day in such year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within fortyone-five twelfth (451/12th) days after ▇▇▇▇▇▇'s receipt of such statementthe estimated Additional Rent. If the sum of Tenant's Monthly Estimated Rent payments during the Landlord thereafter reasonably estimates that Operating Costs or Taxes for such year exceeds the amount of Tenant's actual responsibility for Additional Rentwill vary from Landlord’s prior estimate, Landlord may, by written notice to Tenant, revise the estimate for such year (and Additional Rent shall pay thereafter be payable based on the excess to Tenant at the time Landlord furnishes the statementrevised estimate); provided, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. however that Landlord shall keep records showing all expenditures incurred as Additional Rent for only be permitted to revise its estimate of the Operating Costs and/or Taxes once during each calendar year for a period year. In the event that Landlord reasonably believes that one or more categories of three (3) years following each year, and such records shall Operating Costs will be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision than the estimated last provided to Tenant then Landlord shall notify Tenant prior to issuing the year end statement. Landlord’s statement of Operating Costs shall be certified by a certified public accountant or signed and certified to be correct by Landlord's determination . (i) As soon as reasonably practicable after the end of Tenant's actual responsibility for Additional Renteach calendar year of the Term, but in no event later than July 1st of each year, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for the costs of said audit and year exceeds the total payments made by Tenant on account thereof, Tenant shall credit any overpayment toward pay Landlord the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant deficiency within thirty (30) daysdays of Tenant’s receipt of Landlord’s statement. If the variance total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Landlord shall credit toward the rent next due from Tenant under this Lease an amount equal to Tenant’s excess payment. For any partial calendar year at the beginning or end of the Term during which period Tenant is less than five percent required to pay Additional Rent under this Lease, Additional Rent shall be prorated on the basis of 365-day year by computing Tenant’s Share of Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term during which period Tenant is required to pay Additional Rent under this Lease. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property, taxes or other taxes, then for purposed of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. (5%)) In the event that within one (1) year after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Costs charged by Landlord include costs that are not properly included within the term “Operating Costs” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this paragraph. Tenant shall e In the event that within one (1) year after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Costs charged by Landlord include costs that are not properly included within the term “Operating Costs” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this paragraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such one-year period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager at the Building to meet with a designated employee or representative of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice, Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the Building relating to Operating Costs for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than sixty (60) days after the expiration of such 30-day period, Tenant shall notify Landlord if Tenant wishes to employ an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) to inspect and audit Landlord’s books and records for the Building relating to the objections raised in Tenant’s statement. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Costs in accordance with the terms and conditions of this Lease and normal and customary accounting methods used by owners of similar buildings in the area for calculating Tenant’s Additional Rent. All costs and expenses of any such audit shall be paid by Tenant, unless a discrepancy of three percent (3%) or greater is found in the Operating Expenses to be paid by Tenant, in which event Landlord shall pay the reasonable out-of-pocket cost of said the audit. Any audit performed pursuant to the terms of this section shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager at the Building. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this section only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended except if such audit reveals a bona fide error or overcharge in which case Tenant shall have the right to audit previous years books and records solely as to such expense item or charge. In the event that Tenant fails to notify Landlord within the foregoing one-year period that Tenant object to the statements, then Tenant’s right to audit such year’s statement shall be null and void. In the event of a bona fide dispute between Landlord and Tenant as to the validity of the results of any audit by Tenant or amount of any claimed overcharge, Landlord and Tenant hereby agree to resolve such dispute in accordance with the terms of Section 37 of this Lease.

Additional Rent. All amounts due from Tenant to Landlord, including, without limitation, the items in (i)-(v) below, shall be considered “Additional Rent”. Commencing on the Lease Commencement DateDate and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Additional Rent, in cash or other immediately available good funds in the following amounts: i. An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Payment shall be made by the following: Landlord shall deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance (as defined below) and Costs or Real Property Taxes (collectively known Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentmay determine, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord an amount equal to the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end estimated amount of such calendar year, a statement (“Landlord’s Statement”) expenses for such year in reasonable detail, including supportive documentation, setting forth (a) equal monthly installments during such year with the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments installments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueRent. Landlord reserves the right to revise such estimate from time to time. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed; ii. Landlord’s Statement share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; iii. Legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; iv. Real Property Taxes, to be paid directly to the taxing authority by Landlord which Tenant shall be final and binding upon Landlord and Tenant unless Tenant objects reimburse to Landlord’s Statement within ninety (90) days ; and v. Any other charges or reimbursements due Landlord from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period Tenant pursuant to the terms of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall also pay to Landlord as additional rent LandlordSublandlord Subtenant’s Insurance (as defined below) and Real Property Taxes (collectively known as pro rata share of all Additional Rent when due under the Master Lease. For purposes of this Sublease, “Additional Rent”). Prior ” shall mean any amount payable under the Master Lease which is attributable to the Commencement Date Subleased Premises, including, without limitation, operating costs, taxes, and insurance. The parties understand and acknowledge that the initial Base Rent figures set forth above for the calendar year 2004 take into account Additional Rent at the annual rate of Eight Dollars and Seventy Six Cents ($8.76) per square foot. After 2004 and throughout the remainder of the Term, in addition to Base Rent, Subtenant shall pay Subtenant’s pro rata share of any increases in Additional Rent above the per square foot rate set forth herein. Subtenant’s pro rata share shall equal the ratio of the then-current rentable square footage of the Subleased Premises divided by the total rentable square footage of the Premises. Subtenant’s pro rata share shall be adjusted throughout the Term as Subtenant subleases additional space in the Subleased Premises as described in Section 1 above. After Subtenant has subleased at least thirty twenty thousand (3020,000) days prior rentable square feet (i.e., on or before April 1, 2005) pursuant to this Sublease, the beginning portion of each calendar year thereafterSubtenant’s pro rata share (on a per square foot per month basis) of Additional Rent attributable to “controllable operating expenses” (i.e., Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentjanitorial costs, management fees, mechanical system service contracts, and security guard costs) for any twelve (b12) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter period during the Term. Monthly Estimated Rent for a period of less Term thereafter shall not increase by more than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination over Subtenant’s pro rata share (on a per square foot per month basis) of Tenant's Additional Rent attributable to the actual responsibility controllable operating expenses for Additional Rentthe previous twelve (12) month period. In addition, Landlord for the first twelve (12) months of the Sublease, Subtenant further shall pay to Sublandlord One Hundred Dollars ($100.00) per month, commencing on the costs Commencement Date, in consideration for Subtenant’s access to and right to use the lunchroom, the large conference room, and the showers and restrooms located within the Premises but initially located outside of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditSubleased Premises.

Additional Rent. Commencing on In addition to the Commencement Date, utilities and services to be arranged and paid for each calendar year of the Term by Tenant directly as more particularly set forth in Article 5 (prorated for any calendar year falling partially within the Term)Utilities and Services) below, Tenant shall pay Landlord, as Additional Rent, Operating Expenses, Shared Expenses and Taxes pursuant to Landlord this Article 3 (Operating Expenses and Taxes). ▇▇▇▇▇▇ agrees to pay monthly, as additional rent Additional Rent one-twelfth (1/12) of Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s Operating Expenses, Taxes and Shared Expenses for the then current calendar year. Landlord shall give Tenant written notice of such estimated amounts, and (b) Tenant shall pay such amounts monthly to Landlord at the same time as Base Rent. As soon as is reasonably practicable following the end of each calendar year, ▇▇▇▇▇▇▇▇ will submit to Tenant a calculation of one-twelfth (1/12) of Landlord's estimate statement showing actual Operating Expenses, Shared Expenses and Taxes for the preceding calendar year along with a reconciliation of ▇▇▇▇▇▇'s Additional Rent ’s estimated payments as compared to the actual amounts payable by Tenant for such calendar year (each, an “Monthly Estimated RentOperating Statement”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end receipt of such calendar year, a statement (“Landlord’s an Operating Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay Landlord any additional amounts owed as shown on the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional RentOperating Statement or if Operating Expenses, Landlord shall pay the excess to Shared Expenses and Taxes payable by Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward hereunder is less than the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be actually made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant Operating Expenses, Shared Expenses and Taxes then within ninety thirty (9030) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional RentOperating Statement, Landlord shall pay the costs of said audit and shall or credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty the amount of such overpayment. Any payments due under this Article 3 (30Operating Expenses and Taxes) daysshall be prorated for any partial calendar year. If Tenant’s obligation to pay any amounts due under this Article 3 (Operating Expenses and Taxes) shall survive the variance is less than five percent (5%), Tenant shall pay the cost Expiration Date or earlier termination of said auditthis Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay In addition to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsbase rent, Tenant shall pay the deficiency following as additional rent: A. Tenant shall pay its pro rata share of disbursements paid by Landlord for building and appurtenant grounds directly related to the premises including (without limitation) Tenant's proportional share of: 1) real property taxes, including all taxes, assessments, special assessments, levies and government charges of any kind and nature whatever (collectively, "taxes") levied, assessed or payable against building and appurtenant grounds; 2) insurance; 3) landscape maintenance including regular mowing of grass, trimming, weed removal and general landscaping of appurtenant grounds; 4) snow plowing; 5) common area utilities, including (without limitation) parking area lighting; 6) water and sewer charges; 7) administration expenses; 8) parking lot maintenance and cleaning; and 9) other operating costs. B. Tenant shall pay Landlord within forty-five additional rent due hereunder in monthly installments as follows: i. Tenant shall pay such costs according to Landlord's estimate of what they will be, which Landlord shall calculate once a year. Payment shall be made monthly in advance, together with basic rental payments. ii. For the first year of this Lease, Landlord has estimated such disbursements to be at a maximum of $1.50 per square foot. This sum includes only costs set forth in paragraph 5.A herein. iii. After the close of Landlord's fiscal year, Landlord shall prepare a statement of actual costs (45currently called Report of Actual Operating Costs) days after ▇▇▇▇▇▇for the building in which the premises are located and appurtenant grounds. iv. A copy of the Report will be furnished to Tenant, and will set forth Tenant's receipt actual operating costs, as well as any additional operating costs for which the Tenant is responsible pursuant to paragraph 5.B herein for which Tenant has not already repaid Landlord. This Report may be subject to an accountant's review. v. Tenant shall receive a credit against its share of such statementcosts for additional rent actually paid by it to Landlord. If the sum of Tenant's Monthly Estimated Rent additional rent payments during hereunder is less than the year exceeds disbursements actually made by Landlord, the amount of Tenant's actual responsibility Tenant will be billed for Additional Rent, Landlord the additional amounts for which it is responsible. Tenant shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and such ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant ▇ within thirty (30) daysdays after it is rendered. If the variance sum of Tenant's additional rental payments is less greater than five percent (5%)the actual disbursements made by Landlord, Tenant shall pay the cost of said auditreceive a credit against its next month's or months' additional rental obligation.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify' Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of 116 the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on For purposes of this Lease, “Additional Rent” for any Fiscal Year (or portion thereof) means the sum of (a) the amount expended by Landlord for Operating Expenses plus (b) all other sums payable by Tenant hereunder, plus (c) sums, if any, payable pursuant to the Work Letter. At or prior to the Commencement Date (for the first Fiscal Year, or portion thereof, during the Term), and thereafter, from time to time during the Term, Landlord shall estimate in good faith the amount of Operating Expenses payable by Tenant for the remainder of the Fiscal Year in which the Commencement Date occurs (for the first Fiscal Year, or portion thereof, during the Term) and for each Fiscal Year thereafter, during the Term. On the Commencement Date, and on the first day of each succeeding calendar month thereafter during the Term, Tenant shall pay to the order of Landlord, an amount equal to: (a) the currently-estimated Operating Expenses payable by Tenant for the remainder of the Fiscal Year in question, (b) divided by the number of whole calendar months remaining until December 1st of such Fiscal Year, so that, by December 1st of each calendar Fiscal year of during the Term (prorated including the Fiscal Year in which the Term expires or is otherwise terminated), Tenant shall have paid all of the Operating Expenses for any calendar year falling partially within such Fiscal Year, as estimated by Landlord. Within ninety (90) days after the Termconclusion of each Fiscal Year during the Term (including the Fiscal Year in which the Term expires or is terminated), Landlord shall deliver to Tenant a statement of actual Operating Expenses payable by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord as additional rent Landlordany underpayment in Operating Expenses or Landlord shall credit against the next installment of Base Rent and Operating Expenses payable by Tenant (or Landlord shall refund to Tenant, if the Term has expired and all payments due by Tenant to Landlord have been paid in full) any overpayment in Operating Expenses payable by Tenant for such Fiscal Year. Within ninety (90) days after receipt of such statement, Tenant at Tenant’s Insurance (as defined below) expense and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least after giving thirty (30) days prior written notice to Landlord, shall have the beginning right to review and/or audit Landlord’s books and records relating to Operating Expenses for the immediately preceding Fiscal Year in order to verify Landlord’s annual statement of each calendar year thereafteractual Operating Expenses payable pursuant to this Lease. If any review or audit prepared by or for Tenant reveals an overcharge by Landlord, Tenant shall notify Landlord thereof and shall furnish Landlord with documentation supporting any overcharge and, if Landlord does not dispute the conclusion in such review or audit, Landlord shall furnish to promptly reimburse Tenant a written statement setting forth for such overcharge. Notwithstanding the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentpreceding sentence, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, orhowever, if this Lease has not expiredLandlord disagrees with Tenant’s position, then either Party may credit submit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects dispute to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement arbitration in accordance with the delivery requirements in Section 12.2 and rules of the American Arbitration Association relating to expedited arbitration. The determination arising out of such arbitration shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. Howeverfinal, if the dispute cannot be resolved within such periodbinding, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding conclusive on the partiesParties with respect to Operating Expenses for the Fiscal Year in question. If there is a variance Landlord agrees to pay Tenant’s reasonable review or audit costs if Tenant’s review or audit, whether accepted by Landlord or verified by arbitration, reflects an overcharge by Landlord of more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit with respect to any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysFiscal Year. If Tenant fails to request an audit of Operating Expenses for any Fiscal Year within the variance is less than five percent ninety (5%)90) day period provided, then Tenant shall pay be deemed to have irrevocably waived the cost of said auditright to audit the Operating Expenses for such Fiscal Year.

Additional Rent. Commencing on the Commencement Date, for (a) For each calendar year of the Term (prorated for any or partial calendar year falling partially within during the Termterm hereof (or renewal periods, if any), Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior , its pro rata share of (i) the Operating Expenses of the Building, and (ii) the Building's proportionate share of the Operating Expenses incurred for the maintenance, repair, and cleaning of areas within the Developed Parcel reasonably related to the Commencement Date operation and enjoyment of the Building, as hereinafter defined. For purposes of this Lease, Tenant's pro rata share of the Operating Expenses is deemed to be fifty-seven and 95/100 percent (57.95%) (b) At the commencement of this Lease, or prior to or at least the commencement of any calendar year during the term hereof, Landlord may deliver to Tenant a written estimate of any Additional Rent (such estimate being hereinafter referred to as "Estimated Operating Expenses") which may be due hereunder during the calendar year in which this Lease commences or for any such succeeding calendar year as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expenses for that particular calendar year in addition to the Monthly Base Rent. (c) Statements showing the actual Operating Expenses of the Building and the Building's proportionate share of Operating Expenses incurred for maintenance, repair, and cleaning of areas within the Developed Parcel reasonably related to the operation and enjoyment of the Building and Tenant's proportionate share thereof (hereinafter referred to as "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant within a reasonable period of time after the end of any calendar year in which Estimated Operating Expenses was paid by Tenant or due Landlord under the provisions hereof. Within thirty (30) days prior to after the beginning of each calendar year thereafter, delivery by Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentsuch Statement of Actual Adjustment, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Rent beginning Operating Expenses during said previous calendar year, or Landlord shall credit Tenant the amount by which the Estimated Operating Expenses exceeded the Statement of Actual Adjustment. Notwithstanding the actual operating expenses incurred during the year 1999, and notwithstanding any of the provisions in this Section 8 to the contrary, Landlord agrees that Tenant shall only be required to pay $4.50 per square foot during the first year of this Lease. Landlord further represents and warrants that the Operating Expenses for the Building shall at all times be held to a level which is at least seven (7%) per cent below the BOMA published average annual square foot operating expenses for comparable Class A office buildings in the Central Business District of Cincinnati/Northern Kentucky. In the event operating expenses in any given year exceed such level, Tenant shall not be required to pay any operating expenses in excess of such level. (d) The computations set forth in this Paragraph shall be made on the Commencement Date and a calendar year basis except if this Lease commences on a day other than the first day of every successive a calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated year or terminates on a daily basis based on day other than the last day of a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.in

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), 5.1 Tenant shall pay to Landlord as additional rent Landlordeach year the amount of Tenant's Share of Operating Costs during each Operating Year of the Lease Term. “Tenant’s Insurance (as defined below) Share” means an amount equal to the product of the Rentable Square Footage of the Premises multiplied by the actual per square foot Operating Costs during the applicable Operating Year of the Lease Term. If the Lease Term begins or ends anytime other than the first or last day of an Operating Year, Operating Costs and Real Property Taxes (collectively known as “Additional Rent”)the Tenant's Share thereof shall be prorated. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafterOperating Year, Landlord shall furnish to provide Tenant with a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇Operating Costs and the estimate of Tenant's Additional RentShare (the “Estimated Share”) for the next succeeding Operating Year. Tenant shall pay Landlord, and (b) a calculation concurrently with each payment of the Minimum Monthly Rent for the next Operating Year, an amount equal to one-twelfth (1/12) of Landlord's estimate the amount of ▇▇▇▇▇▇'s Additional Rent (“Monthly the Estimated Rent”)Share. Tenant shall pay to Landlord may revise the Monthly Estimated Rent beginning on Share and adjust the Commencement Date and on the first day of every successive calendar month thereafter required monthly payment accordingly not more than once during the TermOperating Year. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within ninety (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6090) days after the end of such calendar yeareach Operating Year, or as soon thereafter as reasonably possible, Landlord shall provide Tenant with a reconciliation statement (“Landlord’s Operating Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of showing Tenant's Share of the actual responsibility Operating Costs for Additional Rent, and the preceding Operating Year (b) the sum of Tenant's Monthly Estimated Rent payments made during the year"Actual Share"). If the amount of Tenant's actual responsibility for Additional Rent Actual Share exceeds the sum of Tenant's Monthly Estimated Rent paymentsShare paid by Tenant during that Operating Year, Tenant shall pay the deficiency to Landlord excess at the time the next succeeding payment of Minimum Monthly Rent is payable (or within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementif the Lease Term has expired or been terminated). If the sum of Actual Share is less than the Estimated Share paid by Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the apply such excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety due under this Article (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with or refund the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment same to Tenant within thirty (30) daysdays after the expiration or termination of this Lease or credit amounts due from Tenant if the Lease Term has expired or been terminated). If For purposes of this Lease (a) "Operating Costs" means and includes all reasonable out of pocket costs of management, maintenance, repair, and operation of the variance is less than five percent Project, including but not limited to the costs of cleaning, repairs, utilities, air conditioning, heating, plumbing, elevator, parking, landscaping, insurance, property taxes and special assessments, and all other costs which can properly be considered operating expenses, but excluding costs of land or building additions, alterations for tenants, leasing commissions, advertising, depreciation, interest, income taxes, and costs not incurred in the management, maintenance and operation of the Project; and (5b) "Operating Year" means a calendar year beginning January 1 and ending December 31. Tenants with leases expiring or terminating prior to the end of the Operating Year shall be responsible for their portion of Operating Costs based on Landlord's estimate of Operating Costs (but subject to adjustment based on the Actual Share, as provided above). Landlord shall cap annual increases in controllable operating expenses at 3%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on Landlord's Tenant's Initials Initials --------------------------------- (a) Subject to the Commencement Dateprovisions of Paragraph 2 above, Tenant agrees to pay as Additional Rent for the Premises Tenant's proportionate share of all "Operating Expenses" (as hereinafter defined) incurred by Landlord in the operation of the Building. Tenant's proportionate share thereof (hereinafter "Expense Percentage") shall be the percentage obtained by dividing the average Rentable Area of the Premises for such year or portion thereof by ninety-five percent (95%) of the total Rentable Area of the Building excluding the ground floor ancillary retail areas (ground floor tenant spaces which do not connect to the Building lobby), for the same period, and shall be as set forth in Item 3.A. of the Basic Lease Provisions. (b) Prior to commencement of each calendar year, Landlord shall give Tenant a written estimate of Operating Expenses and Tenant's Expense Percentage thereof for the ensuing year of the Term (prorated or portion thereof for any calendar year falling partially within the Term), which Tenant is responsible. Tenant shall pay such estimated amount to Landlord as additional rent Landlord’s Insurance in equal monthly installments, in advance. Within ninety (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3090) days prior to after the beginning end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) "Statement"), reasonably itemized pursuant to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentusual form, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) showing in reasonable detail, including supportive documentation, setting forth detail (ai) the amount of Tenant's the actual responsibility Operating Expenses for Additional Rentsuch period in accordance with subparagraph (d) below, (ii) any amount paid by Tenant toward its Expense Percentage during such calendar year on an estimated basis and (biii) the sum any revised estimate of Tenant's Monthly Estimated Rent payments made during obligations for its Expense Percentage for the current calendar year. If the amount of The parties shall make any payment or allowance necessary to adjust Tenant's actual responsibility for Additional Rent exceeds the sum of estimated payment to Tenant's Monthly Estimated Rent payments, Expense Percentage share as shown by such annual Statement. Any amount due from Tenant shall pay the deficiency to Landlord be paid within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementStatement. If the sum Any amount due to Tenant shall be credited against installments of Rent (as defined in subparagraph 3(g) below) next coming due under this Paragraph 3 or, at Tenant's Monthly Estimated election or if the Term shall have expired and no further Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yeardue, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment paid to Tenant within thirty (30) daysdays after Landlord's receipt of Tenant's written notice of such election. (c) If at any time during any calendar year of the Lease term the amount(s) and/or the rates for any item(s) of Operating Expenses are increased to a rate(s) or amount(s) in excess of the rate(s) or amount(s) used in calculating the estimated Operating Expenses for such calendar year, Tenant's estimated share of such Operating Expenses shall be increased for the month in which such increase becomes effective and for succeeding months by Tenant's Expense Percentage of such increase, as applicable. If In the variance is less than five percent event of such an increase in rate or amount, Landlord shall give Tenant written notice (5%the "Adjustment Notice") of the amount or estimated amount of increase, the month in which effective, and Tenant's monthly share thereof. Commencing with the first monthly payment of estimated Operating Expenses required to be made by Tenant after receipt of the Adjustment Notice (the "First Adjustment Payment"), Tenant shall pay such increase to Landlord as part of Tenant's monthly payments of estimated Operating Expenses as provided in subparagraph (b) above. If the effective date of the increase is prior in time to the date of the Adjustment Notice, the First Adjustment Payment shall be increased to include the amount of the monthly payments, if any, which would have been made had the Adjustment Notice been received prior to the effective date of the increase. (d) The term "Operating Expenses" as used herein shall, subject to the exclusions set forth in Paragraph 48.2 below, include all costs of operation and maintenance of the Building, as determined by generally accepted accounting practices consistently applied and determined as if the Building were ninety five percent (95%) occupied for an entire calendar year, and shall include the following costs by way of illustration but not limitation: real and personal property taxes and vehicle taxes and fees; general and special assessments; costs and expenses incurred in contesting the amount of validity of any property tax by appropriate proceedings; water and sewer charges; insurance premiums, including the cost of said audit.rental insurance; the amount of any deductible payable by Landlord with respect to damage or destruction to all or any portion of the Building; license, permit and inspection fees; heat; light; power; intrabuilding network cable including, without limitation, service contract fees; janitorial and courtesy officer services (if any); fire protection; labor; salaries; air conditioning; gardening and landscaping; maintenance and repair (including repairs pursuant to Paragraph 5); painting; trash removal; depreciation of operational equipment for the Building; supplies; --------------------------------- Landlord's Tenant's Initials Initials --------------------------------- ---------------------------------

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated for any calendar year falling partially within x) the Term)amount of Operating Costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance and (as defined belowy) and Real Property Taxes the amount of Taxes. (collectively known as “Additional Rent”). 2) Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year (“Monthly Estimated Rent”or first partial year following the Commencement Date). Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the TermAdditional Rent, as reasonably estimated by Landlord for such full calendar year. Monthly Estimated If Landlord thereafter reasonably estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailshowing Operating Costs, including supportive documentation, setting forth (a) Taxes and Additional Rent for the amount of Tenant's actual responsibility for Additional Rentyear, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement 's statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. In no event shall Operating Costs exceed one hundred percent (100%) of actual Operating Costs (including management fees) incurred by Landlord. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within twenty (20) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within twenty (20) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with to pay any Additional Rent not previously paid shall survive the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditTerm.