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. 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 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 (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 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 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 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 on During the Commencement DateTerm, for each calendar year in addition to paying the Monthly Rent specified in Section 3.1 above, Subtenant shall pay Subtenant’s Share of the Term annual “Operating Cost Share Rent,” “Tax Share Rent,” and “Additional Rent” (prorated for any calendar year falling partially within all as defined in Section 2(a) of the Master Lease) allocated to the tenants of the Building under the Master Lease and payable during the Term. “Subtenant’s Share” shall mean Twenty and Forty-Nine Tenths percent (20.49%), based upon the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Building (i.e., 23,191 rentable square feet divided by 113,193 rentable square feet). Such payments by Subtenant, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Sublease (not including Monthly Rent), are hereinafter referred to as the “Additional Rent.” The calculation, payment and reconciliation of the Additional Rent payments by Subtenant and Sublandlord shall be made in the same manner as between Landlord and Tenant under Section 2(c) of the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant Subtenant’s Share of any Additional Rent overpayments received by Sublandlord under the Master Lease and shall do so within at least 30 days after receipt of overpaid funds from Landlord, and Subtenant shall pay to Landlord Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease. Additionally, the Subtenant shall pay, as additional rent Additional Rent, its proportionate share (20%) of the Sublandlord’s portion of the Building’s engineering and facility services contract which is billed separately from the Building Operating Cost Share Rent by the Landlord. In 2013 the Subtenant’s Insurance proportionate share is Seventeen Hundred and Ninety-One Dollars (as defined below$1,791) per month. The contract has escalations of three percent (3%) in years 2014 and Real Property Taxes 2015. The contract will be re-negotiated in 2016. If any utilities serving the Sublease Premises are separately metered, Subtenant shall pay all costs of the same attributable to the Sublease Premises directly to the providing utility. Subtenant shall also pay Sublandlord for (collectively known as i) expenses incurred by Sublandlord to the extent that they relate directly to the Sublease Premises and to no other portion of the Property, and (ii) Subtenant’s pro rata share, based on the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Premises, of other reasonable expenses incurred by Sublandlord during the Term which are directly related to maintaining, operating and repairing the Building, to the extent such expenses are not included in the items set forth in the first paragraph of this Section 3.2. The expenses described in the preceding two sentences shall be included within “Additional Rent”). Prior to the Commencement Date and at least .” All invoices for such costs shall be paid by Subtenant 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) 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 invoice. The expenses described in accordance with the delivery requirements second sentence of this paragraph shall not include, without limitation, any expenses of the type and kind which are described in Section 12.2 2(d)(ii) of the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant any overpayments received by Sublandlord under this paragraph and shall do so within at least 30 days after receipt of overpaid funds from Landlord. Subtenant and Sublandlord may enter into a separate agreement, at the Sublandlord’s sole discretion, for additional services to be resolved provided by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if Sublandlord at 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 auditSubtenant’s additional cost.

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 a) At least five (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (305) days prior to each date on which any payment on account of Additional Rent is required to be paid by Carlo Pazolini to CIT pursuant to the beginning terms of the Sublease or to Landlord pursuant to the terms of the Lease, Mesoblast shall pay to Carlo Pazolini the corresponding amount due to CIT pursuant to this Sub-Sublease. In addition, commencing on January 1, 2015, at least five (5) days prior to each date thereafter on which any payment in respect of Taxes (as defined in Section 3.01(D) of the Lease) (“CP’s Tax Payment”) and Operating Expenses (as defined in Section 3.03(E) of the Lease), (“CP’s Operating Payment”) is required to be paid by Carlo Pazolini to CIT pursuant to Section 4(c) of the Sublease, Mesoblast shall pay to Carlo Pazolini the amounts by which CP’s Tax Payment and CP’s Operating Payment exceed the respective amounts of CP’s Tax Payment and CP’s Operating Payment payable by Carlo Pazolini to CIT for the 2014 calendar year thereafteryear. Within ten (10) days after receipt of Landlord’s Statement, Landlord Carlo Pazolini shall furnish to Tenant Mesoblast a written statement setting forth CP’s Tax Payment payable on June 1 and December 1 of the following: following calendar year and CP’s Operating Payment payable each month for the following calendar year, which statement shall be based on the corresponding statements or estimates received from Landlord or CIT, as applicable, for such year. In addition, Carlo Pazolini shall furnish to Mesoblast, promptly after receipt thereof by Carlo Pazolini, copies of (ai) Landlord's estimate any Landlord Statements (as defined in the Lease) or Landlord estimates with respect to Tenant’s Operating Payments or Tenant’s Tax Payments (each of ▇▇▇▇▇▇'s such terms, as defined in the Lease) received from Landlord or CIT and (ii) any notices, estimates or statements received from CIT relating to CP’s Operating Payments and/or CP’s Tax Payments. If Carlo Pazolini shall receive any refund or credit with respect to any overpayment by Carlo Pazolini of CP’s Operating Payments and/or CP’s Tax Payments for any year with respect to which Mesoblast has made payments of Additional RentRent for same pursuant to this Paragraph 4(a), and Carlo Pazolini shall within ten (10) business days after receipt of such refund pay to Mesoblast or credit against Additional Rent payments next coming due hereunder the portion of such refund that relates to the respective Additional Rent paid by Mesoblast under this Paragraph 4(a) for such year. (b) a calculation Mesoblast shall pay for electricity supplied to the Subleased Premises directly to the utility company providing such electrical service pursuant to Section 33 of one-twelfth the Sublease. Mesoblast shall also have usage control over the HVAC package unit located within the Subleased Premises and shall be entitled to utilize one (1/121) conduit benefitting the Subleased Premises in accordance with Section 33 of Landlord's estimate the Sublease. (c) In the case of ▇▇▇▇▇▇'s any of Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning payments which are not due on the Commencement Date and a regular basis on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month month, Carlo Pazolini shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year give Mesoblast notice of the Term due date and amount thereof promptly after its receipt of an invoice from CIT or Landlord, and Mesoblast shall make payment to Carlo Pazolini (or if permitted by CIT or Landlord, directly to CIT or Landlord, as applicable) in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and each case within sixty ten (6010) days after the end its receipt of such calendar year, notice together with a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) copy of 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 related ▇▇▇▇▇▇'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▇ and/or supporting documentation received from CIT and/or Landlord, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statementas applicable, or, if except where a shorter period is specified in 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 auditSub-Sublease.

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 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 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), 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 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 DateLease Term, for each calendar year but commencing with the first day of the Term first month of the 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 Sections 5.01 and 5.02 of this Lease, (collectively known ii) all utility costs (if utilities are not separately metered) for which 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 “Additional RentTotal Operating Costs”). Prior For reference purposes only and not as any representation by Landlord as to such information, the Commencement Date 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 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 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 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 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), 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. (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 Lease 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”), cash or other immediately available good funds in the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Prior Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to the Commencement Date time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and at least thirty Tenant shall, no later than ten (3010) days prior to the beginning due date, 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 amount of such expenses within ten days after receipt of a written ▇▇▇▇ therefor from Landlord, and/or (iii) 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 estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Estimated Rent beginning 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 any given expense or group of expenses or the periodic basis 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 which such expenses are billed. (365b) day year. For each calendar year Landlord’s share of the Term 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. Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. In the event Tenant is responsible for paying Additional Rentto pay taxes directly, Landlord shall furnish have no obligation to Tenant by written noticemake such payments, delivered in accordance with Article 22 and within sixty (60) days after the end whether or not Landlord receives evidence of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of payment from 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 in all cases be responsible for Additional Rentany fines, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statementpenalties, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent interest 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 damages 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 auditlate payment.

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 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. 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 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. (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 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 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 (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, (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 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. (a) Commencing on the Rent Commencement Date, for each calendar year Date and continuing thereafter through the term of the Term Lease and any extension thereof, Tenant shall pay all general and special real and Personal property taxes and assessments relating to the Premises or T▇▇▇▇▇’s personal property locate& on or used in connection with the Premises and all premiums for insurance maintained on the Premises by 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 (prorated but in no event later than 90 days) after the commencement of each 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) Estimates for any calendar year falling partially within other costs Landlord is entitled to as Additional Rent; and (v) The Additional Rent Deposit due monthly in the Term)then current Lease year, including the amount or revised amount due for months prior to the rendition of the statement. (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 of 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 if the following: Term has already expired (awhich obligation shall survive such expiration) Landlord's estimate of provided T▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)▇ is not in default hereunder. Tenant No interest or penalties shall pay accrue on any amounts which Landlord is obligated 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 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 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 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 office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations on account thereof, Tenant shall pay Landlord the deficiency within the earlier of (a) the later of (ii) twenty (20) days after 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 's 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 exceed 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 parties. If there is basis of a variance of five percent (5%) or more between said decision and Landlord's determination of 365-day year by computing Tenant's actual responsibility Share of the Operating Costs and Taxes for Additional Rentthe 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 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 on the Commencement Date, for each calendar year Subtenant acknowledges that pursuant to Section 4.5 of the Term (prorated for any calendar year falling partially within the Term)Prime Lease, Tenant Sublandlord is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and Taxes. Subtenant shall pay to Landlord Sublandlord with its monthly payment of Base Rent, as additional rent Landlordrent, seven and ninety-five hundredths percent (7.95%) (“Subtenant’s Insurance Proportionate Share”) of any increase in Taxes over and above Fiscal Year 2017 Taxes for the Original Premises (July 1, 2016 through June 30, 2017), grossed up to reflect 100% occupancy and assessment, as defined below) adjusted by the results of any abatement, reassessment or litigation, and Real Property Taxes of any increase in total Operating Expenses for the Original Premises incurred during calendar year 2016 (collectively known as January 1, 2016 through December 31, 2016), grossed up to reflect 100% occupancy (collectively, “Subtenant Additional Rent”). Prior Subtenant Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Sublease Term shall be pro-rated on a daily basis. Within ten (10) business days following receipt by Sublandlord of the Landlord’s Statement (as defined in the Prime Lease) from Prime Landlord, Sublandlord shall send Subtenant a statement together with a copy of the Landlord’s Statement, as applicable, and all other relevant documentation establishing the actual Subtenant Additional Rent. If Subtenant has paid more in estimated Subtenant Additional Rent under this Section than the actual amount due from Subtenant for the applicable year, Sublandlord shall credit such excess against subsequent obligations of Subtenant for rent (or refund such excess to the Commencement Date and at least Subtenant within thirty (30) days if the Sublease Term has ended). If Subtenant has paid less than the actual Subtenant Additional Rent due under this Section 5, Subtenant shall pay any deficiency to Sublandlord within thirty (30) days following receipt of the reconciliation documentation from Sublandlord. Subtenant will have the right, upon reasonable prior written notice to the beginning Sublandlord, to audit Sublandlord’s books and records with respect to Sublandlord’s computation of each Subtenant Additional Rent for any particular calendar year. Any such right of audit as to a particular 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 must 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, orexercised, if this Lease has not expiredat all, 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 after Subtenant’s receipt from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent Sublandlord of Landlord’s Statement stating the actual Taxes and Operating Expenses for each such calendar year for a period of three (3) years following each year, and as provided to Sublandlord by Prime Landlord. If Subtenant fails to so exercise its audit right within 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 day period, then its audit right with respect to the subject calendar year will terminate for all purposes of receipt this Sublease. Subtenant will bear all costs associated with the auditing of Sublandlord’s books and records. Without imposing any obligation on Sublandlord to audit Prime Landlord’s Statement books and records, in accordance the event that Sublandlord chooses to audit Prime Landlord’s books and records (to the extent Sublandlord is permitted to do so under the Prime Lease) and Sublandlord realizes any savings as a result of any such audit, Sublandlord shall pass through to Subtenant Subtenant’s Proportionate Share of any such savings. Sublandlord agrees to provide Subtenant with a copy of the delivery requirements in Section 12.2 results of any audit or review performed by or on behalf of Subtenant and shall be resolved by the parties through consultation in good faith within sixty (60) days of written any notice of disputed charge. However, if reductions payable under the dispute cannot be resolved within Prime Lease as a result of 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 auditother review.

Additional Rent. Commencing Additional Rent for the calendar year which includes the Effective Date shall be calculated separately for the Excluded Premises and the Remainder Leased Premises as follows: (a) Additional Rent attributable to the Excluded Premises shall be prorated pursuant to Section 5(e) of the Original Lease for the calendar year which includes the Effective Date as though the Lease will terminate on the Commencement Effective Date, for each calendar year and “the number of days of the Term (prorated for any falling within the Calculation Year”, as used in said Section 5(e), shall be deemed to be the number of days in the period commencing on January 1st of the calendar year falling partially within which includes the TermEffective Date and ending on the Effective Date. “Tenant’s Proportionate Share”, as determined under Exhibit B to the Original Lease, shall, for purposes of determining Additional Rent attributable to the Excluded Premises for said calendar year, be deemed to be 55,340 square feet (i.e., being the rentable square footage of the Excluded Premises). Original Tenant shall be responsible for payment of Additional Rent attributable to the Excluded Premises for the calendar year which includes the Effective Date (including, without limitation, all rights and/or obligations with respect to reconciliations of actual Additional Rent as compared to Additional Rent Estimate relative to the Excluded Premises for such year, as required under Section 5(c) of the Lease), and 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 have no rights or responsibility therefor. (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay attributable to Landlord the Monthly Estimated Rent beginning on Remainder Leased Premises for the Commencement calendar year which includes the Effective Date and on for the first day remainder of every successive calendar month the Lease term 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 computed pursuant to Section 5 of the Term in which Tenant is responsible Lease, except that the “Tenant’s Proportionate Share” as determined under Exhibit B of the Lease, 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 purposes 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 determining Additional Rent for each the Remainder Leased Premises, shall be deemed to be 60,494 square feet (i.e., being the rentable square footage of the Remainder Leased Premises). Without limitation of the foregoing, the parties hereby agree that Original Tenant shall have all rights and shall be responsible for all obligations with respect to reconciliations of actual Additional Rent as compared to Additional Rent Estimate (i.e., as required under Section 5(c) of the Lease) attributable to the Remainder Leased Premises for the calendar year which includes the Effective Date, but only with respect to the period from and after January 1st of such year and through the day preceding the Effective Date (and Tenant shall have no rights or responsibility therefor), and Tenant shall have all rights and shall be responsible for all obligations with respect to such reconciliation for said calendar year for a the period from and after the Effective Date and through December 31st of three such year (3) years following each year, and Original Tenant shall have no rights or responsibility therefor). All 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 reconciliation rights and obligations of Original 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 survive the cost of said auditassignment effectuated hereby.

Additional Rent. Commencing on the Commencement Date4.1. If, for each calendar year of the Term (prorated for in any calendar year falling partially within during the Termterm of this Lease, the Recurring Operating Costs (as defined in Section 4.8 below) incurred by Landlord in connection with the Project shall exceed the Recurring Operating Costs for the Base Year (as defined in Section 1.1.5), Tenant shall pay to Landlord as additional rent Landlord’s Insurance ("Additional Rent"), in addition to and at the time provided for payment of Base Rent, an amount equal to Tenant's Percentage Share (as defined below) specified in Section 1.1.6 of such excess. The Base Year Recurring Operating Costs shall be deemed to constitute Landlord's agreed contribution to Recurring Operating Costs and Real Property Taxes (collectively known as “Additional Rent”)shall not be deemed to constitute a representation or warranty that such Base Year Recurring Operating Costs will reflect actual Recurring Operating Costs for any succeeding period. 4.2. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) or statements showing in reasonable detail Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent(i) Recurring Operating Costs for the immediately succeeding calendar year, (ii) the amount, if any, of the excess of such estimated Recurring Operating Costs over the Base Year Recurring Operating Costs, and (biii) the amount of any Additional Rent which will be payable by Tenant based on such estimate, appropriately prorated on a calculation monthly basis. Thereafter, Tenant shall pay monthly as Additional Rent hereunder, the amount set forth in such estimated Additional Rent statement from Landlord. Neither Landlord's failure to deliver, nor the late delivery of one-twelfth (1/12) such statement or statements shall constitute a default by Landlord hereunder, or a waiver of Landlord's estimate right to any estimated or actual Additional Rent. 4.3. Within one hundred twenty (120) days following the close 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 Rentyear, Landlord shall furnish to Tenant by a written notice, delivered statement of reconciliation (the "Reconciliation") showing in accordance with Article 22 and within sixty (60) days after reasonable detail Landlord's actual Recurring Operating Costs for the end of such preceding calendar year, together with a statement (“Landlord’s Statement”) of any adjustments necessary to reconcile any sums paid by Tenant hereunder during such calendar year pursuant to Section 4.2 with those sums actually payable and due hereunder for such calendar year as set 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 during the yearReconciliation. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsReconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay the deficiency such sums to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementthe Reconciliation. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Reconciliation shows that an overpayment has been made by Tenant with respect to 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 overpayment 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 refunded to Tenant within thirty (30) daysdays after Tenant's receipt of the Reconciliation. If In the variance is less than five percent event this Lease has expired or been terminated prior to the end of a calendar year, Landlord's obligation to reconcile and Tenant's obligation to pay shall survive such expiration or termination. Landlord's failure to deliver the Reconciliation to Tenant as provided herein shall not constitute a default by Landlord hereunder nor operate as a waiver of Landlord's right to collect all Additional Rent and other sums due hereunder. Where only a portion of a calendar year falls within the term hereof, Landlord shall calculate estimated (5%or actual, as the case may be) Additional Rent based upon a reasonable proration of estimated (or actual) Recurring Operating Costs for such calendar year. 4.4. Landlord may divide the statements referred to in Section 4.3 above into separate statement(s) for Tax Costs (as defined in Section 4.6 below) and Operating Costs (as defined in Section 4.7 below). Additionally, Tenant Landlord may estimate and measure Tax Costs or Operating Costs, or both, on a fiscal year instead of a calendar year basis, and in such event any and all references in this Article 4 to calendar year shall pay be deemed to refer to such fiscal year. 4.5. Notwithstanding anything to the cost contrary contained herein, under no circumstances shall the provisions of said auditthis Article 4 cause the then current rent to be reduced. Any reference to Landlord's "actual" Recurring Operating Costs in this Article 4 shall be deemed to include an allowance for any adjustment to reflect the level of occupancy of the Building to the extent provided for below.

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 In addition to the Commencement DateAnnual Rent, Tenant hereby further agrees to pay to Landlord during the Extension Term, all Additional Rent and other charges required to be paid by Tenant pursuant to the Lease, including, but not limited to, all Utility Charges and Tenant’s Proportionate Share of Taxes, Insurance Premiums, Common Area maintenance expenses, and other Shopping Center Operating Costs. Notwithstanding anything in the Lease to the contrary, during the Term of this Lease and any extensions thereof, for each calendar year the Additional Premises only, Tenant agrees to pay Landlord as Additional Rent Tenant’s Percentage Share (As it relates to Property Insurance defined as that fraction, the numerator of which is the Term (prorated for any calendar year falling partially total number of rentable square feet of space contained within the Term)Additional Premises and the denominator of which is the total number of leasable square feet within the Shopping Center less any area not covered by the Property Insurance policy) of any cost associated with the Property Insurance (including but not limited to windstorm, “All Risk”, fire, flood, etc.) obtained by Landlord in its reasonable discretion, for the Shopping Center. If Landlord determines in it’s reasonable discretion that Tenant will be required to pay Additional Rent to cover it’s Percentage Share of Property Insurance, then Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional an estimated amount of such costs in equal monthly installments together with Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterInitially, Landlord shall furnish estimates that Tenant will be required to Tenant a written statement setting forth the following: pay Four Hundred and Fifty Dollars per month (a$450.00) Landlord's estimate together with its Rent towards Tenant’s Percentage Share of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)Property Insurance. 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) Within 180 days after the end of each Year or during such calendar yearother periods as Landlord deems reasonable, a the Landlord will determine and advise Tenant by statement (“Landlordof the exact amount or the Tenant’s Statement”) in reasonable detailPercentage Share of the Shopping Center’s Property Insurance and, including supportive documentationif necessary, setting forth (a) an adjustment will be made between 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 parties within forty-five (45) 15 days after the Tenant has been advised of the actual amount paid. Upon request by Tenant, Landlord agrees to provide Tenant with a copy of the paid Property Insurance ▇▇▇▇▇▇'s receipt ▇ as evidence of the basis upon which any increase in Property Insurance is chargeable to Tenant. Tenant shall be responsible for its Percentage 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 Property Insurance for Additional Rent, Landlord shall pay the excess to Tenant fractional years occurring at the time Landlord furnishes beginning and expiration of the statement, or, if Term of 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 yearLease, 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 auditextensions thereof.

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 on Beginning with the Commencement Date, for each calendar year commencement date of the Term term of this Lease, Landlord shall pay as Additional Rent the following: a) All Taxes relating to the Premises as set forth in Paragraph 9, and b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and c) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys’ fees and legal expenses, that may accrue thereto in the event of Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (prorated for any calendar year falling partially i) within five days after presentation of invoice from Landlord or Landlord’s agent setting forth such Additional Rent and/or (11) at the Term)option of Landlord, Tenant shall pay to Landlord as additional rent monthly, in advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “approximate average monthly expenditure for such Additional Rent”). Prior to Rent items, which estimated amount shall be reconciled at the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteras compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord shall furnish in excess of said estimated amount, or Landlord refunding to Tenant a written statement setting forth (providing Tenant is not in default in the following: (aperformance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's estimate ’s actual expenditures for said Additional Rent items. The respective obligations of ▇▇▇▇▇▇'s Additional RentLandlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and (b) if the term hereof shall expire or shall otherwise terminate on a calculation day other than the last day of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s a calendar year, the actual Additional Rent (“Monthly Estimated Rent”). Tenant incurred for the calendar year in which the term hereof expires or otherwise terminates shall pay to Landlord the Monthly Estimated Rent beginning be determined and settled on the Commencement Date and on basis of the first day statement of every successive calendar month thereafter during the Term. Monthly Estimated Additional Rent for a period of less than one month such calendar year and shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each in the proportion which the number of days in such calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish preceding such expiration or termination bears 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 audit365.

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 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. (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 For the purposes of this Section, the term, "Base Year Expenses" shall mean the sum total of the following expenses ("Expenses") attributable to the first Lease Year: All real estate taxes and special assessments levied on the Commencement Datereal property of which the Premises are a part, for each calendar year fire and casualty insurance premiums, utilities that are not separately metered to tenants, and all other expenses of maintaining and operating the Term (prorated for any calendar year falling partially within Building and the Term), property of which the Building is a part to be borne by Landlord pursuant to Section 7 or otherwise. Tenant shall agrees to pay to Landlord as additional rent Landlord’s Insurance in all Lease Years after the first Lease Year. Tenant's pro-rata share (as defined belowbased on square footage) and Real Property Taxes (collectively known as “Additional Rent”)of the amount by which the sum of the foregoing Expenses exceed Base Year Expenses. Prior Expenses shall not include costs incurred in connection with capital improvements, except to the Commencement Date extent that capital improvements result in a decrease in Expenses. Moreover, it is not intended that Tenant be required to pay its share of any increased tax assessments resulting from additional improvements constructed for other tenants in the Building after the Building has been fully completed and at least assessed. Landlord shall be entitled to estimate the total amount of Expenses to be paid by Tenant during each Lease Year and, upon notice to Tenant of such estimate, to collect such estimate in twelve (12) equal installments, each such installment to be due and payable with each monthly rental installment payable under this Lease. Within a reasonable time after the end of each Lease Year, Landlord shall submit to Tenant a statement of the actual amount of Expenses and amount due from Tenant hereunder for such Lease Year, and 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) 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 receipt 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 paymentsstatement, Tenant shall pay the deficiency to difference between the actual amount owed and the estimates paid during such Lease Year, or in the event of overpayment, 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 shall credit 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 monthly rental installments. Tenant may review Landlord's records relating to Tenant within thirty (30) days. If the variance is less than five percent (5%)Operating Expenses, Tenant shall pay the cost of said auditat Tenant's expense, during normal business hours.

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. Commencing a. In addition to Base Rent for the Storage Area Premises, commencing on October 1, 2021 and continuing during the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Second Extension Term), Tenant shall pay to Landlord as additional rent LandlordAdditional Rent at times hereinafter specified in this Fifth Amendment (i) Tenant’s Insurance Storage Area Premises Adjusted Share (as defined below) and Real Property Taxes for the Storage Area Premises, of Operating Expenses (collectively known as “Additional Rent”). Prior to defined in the Commencement Date and at least thirty Existing Lease) for (30A) days prior to the beginning of each calendar year thereafter9714 Building, Landlord shall furnish to Tenant a written statement setting forth (B) the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional RentSouth Campus, and (bC) a calculation the Project, (ii) the Property Management Fee (as defined in the Existing Lease), and (iii) any other amounts that Tenant assumes or agrees to pay under the provisions of one-twelfth the Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of the Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. Commencing on October 1, 2021 and continuing during the Second Extension Term, to the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses related to the Storage Area Premises, Tenant shall pay Landlord for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of Operating Expenses (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (such excess, together with Tenant’s Pro Rata Share, “Monthly Estimated RentTenant’s Storage Area Premises Adjusted Share”). . b. 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 of the Term, as Additional Rent, commencing on October 1, 2021 and continuing during the Second Extension Term, (i) the Property Management Fee, and (ii) Landlord’s good faith estimate of Tenant’s Storage Area Premises Adjusted Share of Operating Expenses with respect to the 9714 Building, the South Campus, and the Project for such month. c. Tenant’s responsibility for Tenant’s Storage Area Premises Adjusted Share of Operating Expenses shall continue to the latest of (i) the date of termination of the Lease with respect to the Storage Area Premises, (ii) the date Tenant has fully vacated the Storage Area Premises, and (c) if termination of the Lease is due to a default by Tenant, the date of rental commencement of a replacement tenant. Monthly Estimated Rent Operating Expenses for a period of less than one month the calendar year in which Tenant’s obligation to share therein commences and for the calendar year in which such obligation ceases shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearreasonably determined by Landlord. For each calendar year of the Term in which Tenant is responsible for paying Additional RentExpenses such as taxes, 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 Rentassessments, and insurance premiums that are incurred for an extended time period shall be prorated based upon the time periods to which they apply so that the amounts attributed to the Storage Area Premises relate in a reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses. d. Notwithstanding anything in the Existing Lease to the contrary, in the event Tenant’s Pro Rata Share of Operating Expenses, excluding Uncontrollable Operating Expenses (b) defined below), with respect to 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 paymentsStorage Area Premises increases by more than 5% annually, Tenant shall not be obligated to pay the deficiency to Landlord within forty-five for any Tenant’s Pro Rata Share of Operating Expenses, excluding Uncontrollable Operating Expenses (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 Rentdefined below), 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 the Storage Area Premises in excess of Tenant's actual responsibility for Additional Rent must be raised by such 5% increase (except to the extent that Tenant within ninety (90) days uses more than its Pro Rata Share of receipt of Landlord’s Statement in accordance with the delivery requirements such Operating Expense, as provided in Section 12.2 and 9.a above). For the purposes of this Section, “Uncontrollable Operating Expenses” 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 mean the costs of said audit utilities, inspection fees and shall credit other costs required by any overpayment toward Government Authority for continued compliance with Applicable Laws or to comply with Applicable Laws that are first applicable to the next Base Rent 9712 Building, the 9714 Building, the South Campus and/or Monthly Estimated Rent payment falling due or pay such overpayment the Project (as applicable) after October 1, 2021 with respect to Tenant within thirty the Storage Area Premises, snow removal, Real Estate Taxes (30) days. If as defined in the variance is less than five percent (5%Existing Lease), Tenant shall pay the cost of said auditand insurance.

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, or include machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the cost entire tax attributable to such items. Tenant shall pay any sales, use, occupancy, value added (if the value added is not in lieu of said auditTaxes as described in Section 3.2D) or similar tax hereafter levied or imposed in connection with the Fixed or Additional Rent payable by Tenant. (D) The term Taxes shall mean (i) the total amount of Taxes payable with respect to the Building and the Building Parcel and all improvements thereon, including the Parking Garage, plus (ii) one-quarter (1/4) of the total amount of Taxes payable with respect to or attributable to the Auxiliary Areas. Taxes shall include all real estate taxes, assessments, water and sewer rents and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseeable and unforeseeable, including any and all fees or expenses incurred in connection with the institution, prosecution, conduct and maintenance of negotiations, settlements, actions or proceedings with respect to the amount of any Taxes, and each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable or a lien upon or arise in connection with the use, occupancy or possession of or grow due or payable out of or for, the Building, the Parking Garage, the land constituting the Building Parcel or any part thereof or improvements thereon, and the Auxiliary Areas or any part thereof or improvements thereon, but excluding, however, any of the foregoing relating to any charge which is measured by the consumption by the actual user of the item or service for which the charge is made. A Tax ▇▇▇▇ or copy thereof submitted by Landlord to Tenant shall be conclusive evidence of the amount of Taxes or installments thereof. (E) Nothing herein contained shall be construed to include as part of the Taxes described in Section 3.2 D any inheritance, estate, succession, transfer, gift, franchise, corporation income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, at any time during the Term, the method of taxation prevailing at the time of the execution of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the Taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a license fee measured by the rents receivable by Landlord for the Building or the Parking Garage or any portion thereof or (iii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Building or the Parking Garage or any portion thereof or (iv) any other tax or levy imposed in lieu of or as a supplement to Taxes which are in existence as of the date of the execution of this Lease, then the same shall be included in the determination of Tenant's Pro Rata Share of excess Taxes, computed as if the amount of such tax or fee so payable were that due if the Building, the Parking Garage, the Building Parcel and Auxiliary Areas were the only property of Landlord subject thereto. (F) In the event Landlord shall obtain a Tax refund as a result of tax reduction proceedings, then, after the final conclusion of all appeals or other remedies, Tenant shall, provided Tenant is not then in default, be entitled to its Pro Rata Share of the net refund obtained, based upon any amount paid by Tenant which is the subject of the refund. As used herein, the term "net refund" means the refund plus interest thereon, if any, paid by the Governmental Authority less appraisal, administrative, engineering, expert testimony, attorney, printing and filing fees and all other costs and expenses of the proceeding. Tenant shall not have the right to institute or participate in any such proceedings, it being understood that the commencement, maintenance, settlement, or conduct thereof shall be in the sole discretion of Landlord.

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 (60) 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 Additional Rent based thereon. If Tenant does object to such calendar yearstatement, a 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”) 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 ’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for Additional Rent, and (b) any calendar year exceeds the sum of Tenant's Monthly Estimated Rent 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 ten (4510) days after ▇▇▇▇▇▇'s Business Days of Tenant’s receipt of such Landlord’s statement. If the sum 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 Monthly Estimated ’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 payments during and of Tenant to pay any Additional Rent not previously paid shall survive the year exceeds the amount expiration or termination of Tenant's actual responsibility for Additional Rentthis Lease, Landlord shall pay the excess to Tenant at or Tenant shall pay to Landlord, as the time Landlord furnishes case may be, within ten (10) Business Days after Tenant’s receipt of Landlord’s final statement for the statement, or, if calendar year in which this Lease has not expiredterminates, may credit the excess toward difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the payments of Base 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 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 Project 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 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 calculated on 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 basis 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 amount the parties. If there is a variance Taxes for the year would have been in the absence 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 auditexemption.

Additional Rent. Commencing on the Rent Commencement Date, for each calendar year of Tenant will pay Landlord, in equal monthly installments on or before 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 first day of each calendar month, as a partial payment to be applied against its annual share of the items set forth below in subsections (a)(c) (collectively, the "TICAM Expenses"), an amount per annum equal to Three and 761100 Dollars ($3.76) per square foot of Floor Area in the Demised Premises; provided, however, such amount shall be adjusted annually by Landlord in accordance with Landlord's budget for Common Area Costs for the upcoming fiscal year. Within ninety (90) days after the end of each fiscal year thereafterof Landlord, Landlord shall will furnish to Tenant a written statement setting forth (the following: (a"Statement") showing in reasonable detail the amount of Landlord's estimate actual costs and expenses incurred with respect to the items set forth in this Section 2.7 for the preceding period, and any necessary adjustments will thereupon be made. In addition, the Statement shall contain a notice from Landlord of ▇the monthly payments to be made by Tenant for the ensuing year based on Landlord's budget for Common Area Costs. If the aggregate of T▇▇▇▇▇'s Additional Rentmonthly installments paid to Landlord pursuant to this Section 2.7 during the previous fiscal year of Landlord are less than the amount due from Tenant as shown on the Statement, and the deficiency will be paid to Landlord within ten (b10) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇days after demand by Landlord therefor. If the aggregate amounts paid during the preceding year by Tenant pursuant to this Section 2.7 are greater than the amount due from Tenant as shown on the Statement, the excess will be credited against payments thereafter coming due under this Section 2.7. Changes in applicable Floor Areas will result in corresponding pro rata adjustments. Notwithstanding anything herein to the contrary, T▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant annual share of the Controllable Expenses during any Lease Year shall pay to Landlord not exceed 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 yearCap Amount. For each calendar year purpose of this Lease, the Term term "Cap Amount" means (i) with respect to the First Lease Year, an amount equal to Three and 76/100 Dollars ($3.76) per square foot of Floor Area 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 RentDemised Premises, and (bii) 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 all subsequent Lease Years, the Cap Amount for Additional Rent must be raised the preceding calendar year multiplied by Tenant within ninety 1.05 (90) days of receipt of Landlord’s Statement in accordance with i.e., the delivery requirements in Section 12.2 and Cap Amount shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed chargecomputed on a cumulative and compounding basis). However, if the dispute cannot be resolved within such periodFurthermore, the parties shall request an audit term "Controllable Expenses" means all TICAM Expenses exclusive of charges for security, utilities, insurance, compliance with applicable laws going into effect following the disputed matter from an independentRent Commencement Date, certified public accountant selected by both Landlord taxes and Tenantassessments, whose decision shall be management fees which are computed based on generally accepted accounting principles rentals, snow and shall be final ice removal, and binding on the parties. If there is a variance of five percent (5%) or more between said decision and any other charges beyond 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 auditreasonable control.

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 All additional rent actually paid to Seller under the Commencement DateTenant Leases, including, without limitation, charges or reimbursements for each real estate taxes, insurance or operating expenses (including estimated payments thereof), parking charges and charges for special services owed under the applicable Tenant Lease (collectively, “Expenses”) shall be prorated as follows: Seller will be solely responsible for reconciling any Expenses and additional rents for the 2021 calendar year and Seller may b▇▇▇ Tenants directly for any remaining amounts owed in connection with such reconciliation. With respect to the 2022 calendar year, Seller shall provide Purchaser following Closing with copies of all applicable invoices in Seller’s possession and after Closing shall promptly forward to Purchaser any operating expense bills received by Seller for payment out of additional rent received from the applicable Tenant. Purchaser shall be responsible for reconciling the 2022 calendar year Expenses and additional rents, and Purchaser shall provide Seller (for Seller’s review and approval) with a written reconciliation of the Term same (prorated for any calendar year falling partially within the Term)“Reconciliation Statement”) on or before the earlier of (i) March 31, Tenant shall pay to Landlord as additional rent Landlord’s Insurance 2023 and (as defined belowii) and Real Property Taxes the date that is ten (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3010) days prior to the beginning date landlord is required to deliver the Reconciliation Statement to the applicable tenant under the applicable Tenant Lease. Within ten (10) days following Seller’s approval of each calendar year thereafterthe Reconciliation Statement, Landlord Purchaser shall furnish forward the Reconciliation Statement to the Tenants. Purchaser hereby covenants to use commercially reasonable efforts to enforce the provisions of the Tenant Leases which require the Tenants and/or third parties to reimburse the landlord for the Property with respect to the 2022 reconciliation period. If the costs incurred by Seller for Expenses exceed the receipts of Seller for Expenses (subject to what the applicable Tenant Lease permits the landlord to collect for the Tenant) for the period from January 1, 2022 to Closing, on a written statement setting forth Tenant-by-Tenant basis, then Purchaser shall pay to Seller (upon receipt) on a prorated basis to the following: extent the reconciliation is collected from the applicable Tenant the amount of this shortfall upon receipt of 2022 year-end reconciliation payments for Expenses from the Tenant(s) for which a Seller shortfall exists. In the event Seller or Purchaser receives an invoice for Expenses after the Closing relating to a period prior to the Closing and less than one hundred percent (a100%) Landlord's estimate of ▇▇▇▇▇▇'s the cost of such invoice is collectable under the applicable Tenant Leases, Seller and Purchaser agree that any such Expenses shall be pro-rated between Seller and Purchaser in an equitable manner. If, at Closing, there are any amounts of additional rent outstanding for any period prior to January 1, 2022, such amounts shall not be apportioned at Closing (collectively, “Pre 2022 Outstanding Additional Rent”) but such Pre 2022 Outstanding Additional Rent shall remain payable to Seller by the applicable Tenant(s) and Seller shall have the right to collect such amounts from the applicable Tenants after Closing, provided (i) Seller shall have no right commence any legal proceeding against a tenant to collect such Pre 2022 Outstanding Additional Rent, (ii) Purchaser and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay Seller agreed 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 work together in good faith within sixty after Closing to collect any Pre 2022 Outstanding Additional Rent owed to Seller and (60iii) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties Purchaser shall request an audit of the disputed matter promptly pay to Seller any Pre 2022 Outstanding Additional Rent received by Purchaser 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 auditafter Closing.

Additional Rent. Commencing Beginning January 1, 2002, as additional rent, the Tenant will pay one hundred percent (100%) of the amount by which the real property taxes and fire insurance premiums on the Commencement Date, Premises for each calendar the year 2002 exceed the amount of such taxes and premiums for the base year 2001 (the "Additional Rent"). Landlord shall furnish Tenant with a written statement of the Term (prorated Estimated Additional Rent for any calendar year falling partially within the Term)Premises on or before December 1, 2001 and each December 1 thereafter. Tenant shall pay to Landlord as additional rent the Additional Rent in equal monthly installments, based upon the Estimated Additional Rent provided by Landlord’s Insurance . 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 close of each calendar year thereafterduring the lease term during which Tenant is paying Additional Rent, the Landlord shall furnish deliver to the 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 Actual Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord for the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive preceding 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 such Actual Additional Rent exceeds the sum of Tenant's Monthly Estimated Additional Rent paymentsfor such year, Tenant shall pay the deficiency amount of such excess to Landlord as Additional Rent within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statementstatement by Tenant. If such statement shows such costs to be less than the Estimated Additional Rent, then the amount of such overpayment by Tenant shall be credited by Landlord to the next immediate Rent payable by Tenant. Tenant shall have the right, at Tenant's expense, to audit Landlord's books and records regarding Actual Additional Rent. If the sum of Tenantaudit reveals that Landlord's Monthly Estimated Rent payments during the year exceeds statement is determined to be in error by more than three percent (3%), the amount of Tenant's actual responsibility for Additional RentRent payable by Tenant shall be recalculated based on the results of such audit. If this lease terminates during the middle of a calendar year, 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 amount of Base any adjustment between Actual Additional 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 the year in which such termination occurs shall be raised prorated. Any amount payable by Landlord to Tenant or by Tenant to Landlord with respect to such adjustment shall be payable within ninety forty-five (9045) 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 Landlord to Tenant 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 Statement of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Actual 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 with respect to such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audityear.

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 (which notice shall describe such variance with reasonable specificity), 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, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto (a statement “Statement“). Unless Tenant delivers to Landlord a Review Notice (“as defined in Section 3.2(c) below) within the two hundred seventy (270) days, 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 desire to review 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 reasonable detail, including supportive documentation, setting forth (a) the amount a timely manner relieve Tenant of Tenant's actual responsibility ’s obligation to pay any amounts due Landlord based on Landlord’s Statement. However, if Landlord fails to ▇▇▇▇ Tenant for any Operating Costs attributable to a given calendar year within twenty-four (24) months after the expiration of the calendar year to which the Statement applies, then 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 not apply to Taxes. (4) If Tenant’s Additional Rent, and (b) Rent as finally determined for any calendar year exceeds the sum of Tenant's Monthly Estimated Rent 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 the number of days in such 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. 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. 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.

Additional Rent. Commencing on Tenant shall reimburse to Landlord monthly, throughout the Commencement DateTerm of the Lease and any extension of this Lease, for the following items, which shall be deemed “Additional Rent” hereunder: Landlord Maintenance Expenses, Real Estate Taxes/Assessments, any utilities not paid directly by Tenant (to the extent not included in Landlord Maintenance Expenses), and any Miscellaneous Charges or Reimbursements, each calendar year as defined below. Additional Rent shall be prorated for any partial month during the Term. Landlord may estimate the annual amount of the Term (prorated Landlord Maintenance Expenses and Real Estate Taxes/Assessments as a basis for reimbursement for any calendar year falling partially and invoice in monthly installments. During the Term of Lease and/or any extension of this Lease, Landlord, within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance 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 the beginning of each calendar year thereafterend, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, actual Landlord Maintenance 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 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 yearReal Estate Taxes/Assessments. If the amount Tenant has underpaid its share of Tenant's actual responsibility for Additional Rent exceeds the sum any of Tenant's Monthly Estimated Rent paymentsthese expenses, Tenant shall pay the deficiency to reimburse Landlord as invoiced within forty-five ten (4510) business days after ▇▇▇▇▇▇'s receipt of such statementinvoice. If the sum Tenant has overpaid its share of Tenant's Monthly Estimated Rent payments during the year exceeds the amount any of Tenant's actual responsibility for Additional Rentthese expenses, Landlord shall pay will credit such amount against 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 most current monthly invoice (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 amount to Tenant within thirty (30) daysdays of the expiration of the Term. If Upon prior written notice to Landlord, Tenant shall have the variance is less opportunity to audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments statement for a period of ninety (90) days after receipt of said statement. Tenant waives its right to audit the actual Landlord Maintenance Expenses and Real Estate Taxes/Assessments if Tenant fails to exercise such right during said ninety (90) day period. Unless the audit reveals that Tenant has been overcharged by an amount greater than or equal to five percent (5%)) of the total annual charge, Tenant shall pay all costs related to its audit. If the overcharge to Tenant is or exceeds five percent (5%) of the annual charge, then Landlord shall pay the cost of said the audit, up to a maximum amount of $1,500.00. Landlord shall credit Tenant’s account with the amount of the discrepancy; provided, however, during the last year of the Term, such excess shall be refunded to Tenant within thirty (30) days after the expiration of the Term. Landlord, at its election, may invoice for reimbursement(s) of any utility usage not paid directly by Tenant, provided such amount is not included in Landlord Maintenance Expenses. Additional Rent is currently estimated to be $4.43 per square foot for calendar year 2017.

Additional Rent. (a) Commencing on the Commencement Date, in addition to the Base Rent for each calendar year of (or portion thereof) during the Term (prorated for any calendar year falling partially within the Term)of this Lease, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (the "Additional Rent") Tenant's Proportionate Share (as defined belowhereinafter defined) and Real Property Taxes of the Operating Expenses (collectively known as “Additional Rent”)hereinafter defined) for that year. Prior to Landlord shall use commercially reasonable efforts to, on or before December 1 of each calendar year during the Commencement Date and at least thirty (30) days prior to Term of this Lease but in no event later than the beginning of each such calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth 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 or before the Commencement Date and for the initial calendar year, deliver to Tenant Landlord's good faith estimate (the "Estimated Additional Rent") of the Additional Rent for that year. The Estimated Additional Rent shall be paid in equal installments in advance on the first day of every successive each calendar month thereafter during the Termmonth. Monthly If Landlord does not deliver an estimate to Tenant for any year by January 1 of that year, Tenant shall continue to pay Estimated 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 prior year's estimate. For each calendar year Landlord may revise its 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 but not more than once per calendar year, a statement (“Landlord’s Statement”) particularly as it relates to charges for electricity used by Tenant, for that year or any portion thereof on either actual or reasonably anticipated increases in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional RentOperating Expenses, and (b) the sum monthly installments 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 appropriately adjusted for each calendar the remainder of that 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 or any portion thereof in accordance with the delivery requirements revised estimate so that by the end of the year, the total payments of Estimated Additional Rent paid by Tenant shall equal the amount of the revised estimate. Notwithstanding the foregoing, future increases in Section 12.2 Operating Expenses above the actual amounts for the prior calendar year, excluding real property taxes, assessments (if applicable), insurance and utilities shall be resolved by limited to the parties through consultation in good faith within sixty lesser of (60i) 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 actual increase or (ii) 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 auditper year on a cumulative basis.

Additional Rent. Commencing a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely net to the Landlord so that this Sublease shall yield, net to the Landlord, the Base Rent due with respect to each year during the term of this Sublease. For purposes of this Sublease, it is agreed that the Subleased Property comprises one hundred percent (100%) ("Tenant's Pro Rata Share") of the Prime Lease Property. b) The Tenant shall be responsible for the payment of Tenant's Pro Rata Share of all property taxes for the Prime Lease Property during the term hereof, including the building and all other improvements thereon. Landlord represents and warrants that there are no other taxes or other assessments affecting the Subleased Property, other than those of a normal and recurring nature on property substantially similar to the Subleased Property, at the time of the execution of this Sublease. All such other taxes or assessments affecting the Subleased Property accruing after the Commencement Date, for each calendar year Date but prior to the termination of this Sublease shall be the responsibility of the Term Tenant. If the Termination Date or sooner termination of this Sublease shall not coincide with the end of a Real Estate Tax Year, then in computing the amount payable under this Section 5 for the period between the commencement of the applicable Real Estate Tax Year in question and the Termination Date or sooner termination of this Sublease, the amount that would have been due from Tenant for the full year, if Tenant had been a tenant for the entire Real Estate Tax Year, shall be prorated over the portion of the Real Estate Tax Year that Tenant is a tenant in the Subleased Property. Tenant's obligation to pay increased Real Estate Taxes under this Section 5 for the final period of the Sublease (prorated as well as for any calendar year falling partially within earlier period not paid as of the Term)expiration or sooner termination of the Sublease) shall survive the expiration or sooner termination of this Sublease. c) Tenant shall pay to appropriate utility companies, when due, all charges for utility services furnished to the Subleased Property during the term of this Sublease, and to the extent utilities are not separately metered for the Subleased Property, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Tenant's Pro Rata Share for such utilities furnished to the Commencement Date Prime Lease Property (all of the foregoing, together with any and at least thirty (30all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions"). d) days prior to the beginning of each calendar year thereafter, Landlord shall furnish or cause to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentbe furnished to Tenant, 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 promptly 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 same, copies of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentany notices, 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 statements or invoices 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 auditImpositions.

Additional Rent. Commencing on the Commencement Date, for Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of the “Operating Expenses” pursuant to the terms set forth herein. (a) Prior to the Commencement Date, and thereafter within one hundred twenty (120) days (or as soon thereafter as possible) 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 notice1/12th of Tenant’s Proportionate Share applicable thereto of the amount shown in Landlord’s estimate. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), delivered in accordance with Article 22 and within sixty 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (60b) Within one hundred twenty (120) 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 paid for Operating Expenses by Tenant for such preceding calendar year or portion thereof during the Term exceeds the actual amount due therefor as shown on Landlord’s statement, the excess shall be credited against the monthly installment 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 next due (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 refunded to Tenant within thirty (30) daysdays if the Lease Term has expired). If the variance total estimated amount paid by Tenant for any preceding year or portion thereof during the Lease Term is less than five percent (5%)the actual amount due therefor as shown on Landlord’s statement, then Tenant shall pay the cost difference to Landlord within thirty (3 0) days after receipt of said such statement from Landlord. Tenant’s and Landlord’s rights and obligations under this Section 3.2 with respect to the last calendar year, or portion thereof, included in the Lease Term shall 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 Commencement Date, and the last year, which shall end on the expiration of this Lease. From time to time Landlord may reasonably re-estimate the Operating Expenses to be due by Tenant and deliver a copy of the re-estimate to Tenant. Thereafter, the monthly installments of Operating Expenses shall be appropriately adjusted in accordance with the new estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Operating Expenses for such calendar year as reasonably estimated by Landlord. (c) Provided that Tenant shall have first paid all amounts due and payable by Tenant pursuant to this Section 3.2, within ninety (90) days after 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 audit Landlord’s books and records relating to the Operating Expenses for such calendar year. Within ten (10) business days after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its audit at either Landlord’s office or at the Property, provided that if Tenant retains an agent to audit 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 Property is located and must not be compensated on a contingent fee basis. Tenant shall be solely responsible for any and all costs, expenses and fees incurred by Tenant or Tenant’s agent in connection with such audit. If Tenant elects to audit Landlord’s books and records, within thirty (30) days 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 ninety (90) day period or fails to provide Landlord with a Review Notice within the thirty (30) 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 CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Additional Rent. Commencing In addition to Base Rent, commencing on the Commencement Fully Available Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Lessee shall pay, 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 thereaftermonthly, 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 (on and after the Fully Available Date with each installment of Base Rent) the Lessee's Proportionate Share of Operating Costs of the Property for each Lease Year or portion thereof during the TermTerm hereof. Monthly Estimated Rent The Lessee shall pay to the Lessor monthly installments on account of projected Operating Costs for a period of less than one month shall be prorated the Lease Year, calculated by the Lessor on a daily the basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible most recent Operating Costs data for paying Additional Rentactual Operating Costs for such Lease Year, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty pro-rated for any partial month. Within one hundred twenty (60120) days after the end of such calendar yeareach Lease Year or partial Lease Year, Lessor shall deliver to Lessee a detailed statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the Operating Costs for such Lease Year and Lessee's Proportionate Share. If the total of such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Lessee shall be entitled to a credit against the Lessee's Base Rent obligations hereunder in the amount of Tenant's actual responsibility for Additional Rent, such difference and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearmay set off such amounts against any sums due from Lessee to Lessor hereunder. If the amount total of Tenant's such monthly installments is less than the actual responsibility Operating Costs for Additional Rent exceeds such Lease Year, the sum of Tenant's Monthly Estimated Rent payments, Tenant Lessee shall pay to 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 Lessor 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 such difference within ninety thirty (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 in accordance with the delivery requirements in Section 12.2 billing therefor. Lessor shall make available for inspection of Lessee such back-up documents as Lessee shall reasonably request. Such documents and other books and records as Lessee shall reasonably request shall be resolved by the parties through consultation in good faith within sixty (60) days of open at all reasonable times, at Lessee's offices after written notice to Lessor, to the inspection of disputed chargeLessee or its duly authorized representatives who shall have full and free access to such documents, books and records, and the right to audit such documents, books and records, and the right to require of Lessor such information or explanation with respect to such documents, books and records as may be necessary to the proper examination and audit thereof. HoweverIf any audit discloses an overcharge in the amount of Lessee's Proportionate Share of Operating Costs paid by Lessee, if the dispute cannot be resolved within such period, the parties Lessor shall request promptly reimburse Lessee an audit amount 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 overcharge within thirty (30) daysdays after written request therefor. If Lessor fails to reimburse Lessee as set forth in the variance is less immediately preceding sentence, Lessee may offset the amount of the overcharge against any sums as owing hereunder from Lessee to Lessor. If any audit discloses an overcharge of more than five percent (510%), Tenant the Lessor shall pay reimburse the cost Lessee for the reasonable costs of said such audit.

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 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 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 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 Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”), an amount equal to Tenant's proportionate share of any increase in Taxes and Operating Expenses over the Taxes and Operating Expenses for the1993 calendar year. Prior Tenant's proportionate share shall be payable to the Commencement Date and at least thirty (30) days prior Landlord monthly, in advance, without interest accruing thereon, in an amount estimated from time to the beginning of time by Landlord. After each calendar year thereafteryear, Landlord shall furnish deliver a statement 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 obligation for Additional RentTaxes and Operating Expenses, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the total amount of monthly payments paid by Tenant to Landlord. In the event Tenant's actual responsibility for Additional Rent obligation exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency difference 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 after receipt of Landlord's statement. If Conversely, in the variance event Tenant's total payments exceed Tenant's actual obligation, Landlord shall either refund the overpayment to Tenant or credit said overpayment against Tenant's monthly obligation in the forthcoming year. Tenant's proportionate share is less than five percent 100% of the Premises. Taxes (5%)as such term is used herein) shall include, without limitation, any tax, assessment or similar governmental charge imposed against the Premises, or against any of Landlord's personal property used in the operation and/or maintenance of the Premises. Taxes, as herein contemplated, are predicated on the present system of taxation in the state of Nebraska. Therefore, if due to a future change in the method of taxation any rent, franchise, use, profit or other tax shall be levied against Landlord in lieu of any charge which would otherwise constitute a Tax, such rent, franchise, use, profit or other tax shall be deemed to be a Tax for the purposes herein. In the event Landlord is assessed with a Tax which Landlord, in its sole discretion, deems excessive, Landlord may challenge said Tax or may defer compliance therewith to the extent legally permitted; and, in the event thereof, Tenant shall pay be liable for Tenant's proportionate share of all costs in connection with such challenge. See Additional Provisions, Section 31. Operating Expenses (as such term is used herein) shall include all costs and expenses incurred by Landlord in operating and maintaining the Premises including, without limitation: maintaining and repairing all systems therein, the cost for all service agreements and subcontractor charges; landscaping; janitorial services; wages/salaries and benefits of all employees engaged in the operation and management of the Premises, together with any applicable social security taxes, employment taxes or other taxes levied against such wages/salaries; premiums for liability, property damage, fire, worker's compensation and any and all other insurance for the Premises; management fees; capital improvements which are required by any governmental authority to keep the Premises in compliance with all applicable statutes, codes and regulations; any applicable indenture or trustee's fees; and the amortized cost of any capital improvement which reduces other Operating Expenses, but in an amount not to exceed the reduction of Operating Expenses for the relevant year. Operating Expenses shall not include capital improvements (other than aforesaid), ground leases , principal or interest payments on any mortgage or deed of trust on the Premises, or brokers' commissions. See Additional Provisions, Section 32. Within one hundred eighty (180) days after receipt of each year-end statement, Tenant or its authorized agent shall have the right, at Tenant's sole cost and expense, to inspect and audit Landlord's records with respect to Tenant's proportionate share of Operating Expenses, which audit shall be at the office of Landlord's managing agent, upon five (5) days prior written notice, during said auditagent's normal business hours. Except as aforesaid, Landlord shall not be obligated to provide Tenant with detailed summaries or receipts for any Operating Expenses incurred by the Premises; but Landlord shall provide Tenant with a statement setting forth such expenses, categorized by class and amount. Unless Tenant asserts specific errors within one hundred eighty (180) days after receipt of each year-end statement, said statement shall be deemed to be correct. See Additional Provisions, Section 33.

Additional Rent. Commencing on the Commencement Date9.01. If Operating Costs, as defined in Sections 9.03, for each calendar year of the Term (prorated Premises for any calendar year falling partially within during the Termterm of this Lease shall exceed Base Operating Costs, as defined in Section 9.01(a), Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlord’s Insurance (Rent an amount equal to Tenant's Proportionate Share, as defined below) and Real Property Taxes in Section 9.02, of such excess a. For each calendar year during the term after the Base Year, Subtenant shall pay Subtenant’s Proportionate Share of the increase in Operating Costs for such calendar year over those incurred during the Base Year (collectively known as the “Additional RentBase Operating Costs”). Prior The Base Year shall be the calendar year 2019. b. Commencing as of the second year of the Sublease Term through the remainder of the term and any extensions thereof, Subtenant shall pay to Sublandlord each month at the same time and in the same manner as monthly base rent one twelfth (1/12th) of Sublandlord’s estimated Operating Costs payable by Subtenant for the then-current calendar year over and above said costs with respect to the Commencement Date Base Year. Such monthly amount may be adjusted by Sublandlord at any time on the basis of Sublandlord’s experience and at least reasonably anticipated costs. Within one hundred twenty (120) days after the close of each calendar year, or as soon after such 120-day period as practicable, Sublandlord shall deliver to Subtenant a statement in reasonable detail of the actual amount of Operating Costs payable by Subtenant in accordance with this Article 9 for such calendar year. Sublandlord shall provide Subtenant with such additional information and substantiating documentation upon the request of Subtenant. The statement for the calendar year 2020 shall contain the calculation of the Operating Costs for the Base Year. Sublandlord’s failure to provide such statement to Subtenant within the 120-day period shall not act as a waiver and shall not excuse Subtenant or Sublandlord from making the adjustments to reflect actual costs as provided herein. If on the basis of such statement Subtenant owes an amount that is less than the estimated payments for such calendar year previously made by Subtenant, Sublandlord shall credit such excess to Subtenant against future additional rent due under this Article 9 or refund such excess if no future additional rent is due within thirty (30) days prior to of such determination. If on the beginning basis of each such statement Subtenant owes an amount that is more than the estimated payments for such calendar year thereafterpreviously made by Subtenant, 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 Subtenant 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 Sublandlord within thirty (30) daysdays after delivery of the statement. If The obligations of Sublandlord and Subtenant under this Section 9.01(b) with respect to the variance reconciliation between the estimated and actual amounts of Operating Costs payable by Subtenant for the last year of the term shall survive the termination of the Sublease for a period of twelve months. When the final determination is less than five percent (5%)made of the actual amount of Operating Costs payable by Subtenant for the year in which this Sublease terminates, Tenant Subtenant shall pay any increase due over the cost estimated payments within thirty (30) days of said auditsuch determination and, conversely, any overpayment made by Subtenant shall be reimbursed to Subtenant by Sublandlord within thirty (30) days of such determination. 9.02. Subtenant's Proportionate Share" is a fraction, the numerator of which is the number of rentable square feet of the Premises as is set forth in the introductory section of this Sublease and the denominator of which is the number of rentable square feet of area in the Building. Landlord represents that the rentable square footage of the Building on the date hereof is 453,189. Subtenant's Proportionate Share may be adjusted from time to time if the area of the Premises or Building changes due to an increase or decrease in the rentable square footage. Subtenant's initial proportionate share is 12.596%.

Additional Rent. Commencing As and for additional rent (the "Additional Rent") for the Premises, Tenant shall pay Landlord, commancing on the Commencement Rental Commancement Date, for each calendar year CAM Expenses, increases, if any, in property Taxes of the Term Property Taxes paid by the Landlord under the Prime Lease in 2000, the Base Year, and Insurance Costs incurred by the Landlord under the Prime Lease over Insurance Costs incurred in 2000 (prorated for any calendar year falling partially within the Termcollectively, "Operating Costs"), . Tenant shall pay to Landlord as additional rent a prorata portion of the amounts payable by Landlord as Operating Costs under the Prime Lease. The prorata amount shall be determined by multiplying the total amount of Operating Costs that Landlord is required to pay under the Prime Lease by a fraction, the numerator of which is 15,000 and the denominator of which is 40,749. Such additional rent shall be payable as and when Operating Costs are payable by Landlord’s Insurance (. If the Prime Lease provides for the payment by Landlord of Operating Costs on the basis of an estimate thereof, then as defined below) and Real Property Taxes (collectively known as “Additional Rent”)when adjustments between estimated and actual Operating Costs are made under the Prime Lease, the obligations of Landlord and Tenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Landlord and Tenant under this Subsection 5 shall survive such expiration or termination. Prior Landlord shall, upon request by Tenant, furnish Tenant with copies of all statements submitted to Landlord of actual or estimated Operating Costs during the Term. In addition to the foregoing, Tenant shall pay Landlord as additional rent the sum of Three Hundred Dollars ($300.00) on the Rental Commencement Date and at least on each anniversary of the Rental Commencement Date during the term of this sublease in lieu of a security deposit. Additional Rent shall be due 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 following 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 auditthereof.

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 ’s Share 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 Operating Expenses and ▇▇▇▇▇▇'s Monthly Estimated ’s Share of Taxes for each calendar year beginning or ending in the Term (collectively “Additional Rent”) as follows; (a) Landlord may reasonably estimate in advance the Additional Rent Tenant owes for each calendar year beginning or ending in the Term. In such event, Tenant shall pay such estimated amounts in installments equal to one-twelfth of the annual estimate on or before the first day of each Lease Month in such calendar year with Tenant’s payment of Base Rent. Such estimate may be reasonably adjusted from time to time by Landlord. (b) Within two hundred and seventy (270) days after the end of each such calendar year, or as soon thereafter as practicable, Landlord shall deliver a statement to Tenant (the “Statement”) showing: (a) the amount of actual Taxes and Operating Expenses for such calendar year, with a listing of amounts for major categories of Operating Expenses, (b) any amount paid by Tenant towards Additional Rent for such calendar year on an estimated basis, and (c) any revised estimate of Tenant’s obligations for Additional Rent for the current calendar year. (c) If the Statement shows that ▇▇▇▇▇▇’s estimated payments were less than Tenant’s actual obligation for Additional Rent for such year, Tenant shall pay the difference to Landlord. If the Statement shows an increase in Tenant’s estimated payments for the current calendar year, Tenant shall pay to Landlord the difference between the new and former estimates for the period from January 1 of the current calendar year through the month in which the Statement is sent. Tenant shall pay such amounts within thirty (30) days after Landlord sends the Statement to ▇▇▇▇▇▇. (d) If the Statement shows that ▇▇▇▇▇▇’s estimated payments exceeded ▇▇▇▇▇▇’s actual obligation for Additional Rent, Tenant shall receive a credit for the difference against payments of Rent then or next falling due and if the Lease has terminated any excess shall be refunded to Tenant. If the Term shall have expired and no further Rent shall be due, Landlord shall pay to Tenant the remaining difference within thirty (30) days after Landlord sends the Statement to Tenant. (e) Provided Tenant’s obligations under this Lease are not materially adversely affected, Landlord reserves the right to reasonably change, from time to time, the manner or timing of the foregoing payments. In lieu of providing one Statement covering Taxes and Operating Expenses, Landlord may provide separate statements, at the same or different times. No delay by Landlord in providing the Statement (or separate Statements) shall be deemed a default by Landlord or a waiver of Landlord’s right to require payment of Tenant’s obligations for actual or estimated Taxes or Operating Expenses or to deliver a corrected Statement for a year. (f) Upon receipt of a refund of Taxes for a calendar year included in the determination of Additional Rent, Landlord shall recalculate Tenant’s Share of Taxes for such calendar year and any excess payment by Tenant shall be applied as a credit against Rent and if the Lease has terminated refund any excess to Tenant. If Taxes for a calendar year are increased after the Statement for such calendar year is delivered to Tenant, Landlord shall recalculate Tenant’s Share of Taxes for such calendar year and Tenant shall pay to Landlord any underpayment of Taxes within thirty (30) days after Landlord delivers to Tenant its invoice for such underpayment. (g) A Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s any cost or expense included in such Statement within ninety one hundred twenty (90120) days from receiptafter the delivery of the Statement (such period the “Tenant Audit Period”). 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 may inspect or audit ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility ’s records relating to Taxes and Operating Expense for Additional a calendar year (a “Tenant Audit”) during the Tenant Audit Period for such calendar year; provided no Default then exists and Tenant has paid all Rent must then due and payable by ▇▇▇▇▇▇. Each Tenant Audit shall be raised by conducted during the applicable Tenant within ninety Audit Period at the location where Landlord maintains its books and records (90) days of receipt provided that Landlord shall make such books and records available in the Minneapolis metropolitan area), shall not unreasonably interfere with the conduct of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 business, and shall be resolved conducted only during business hours reasonably designated by Landlord. Tenant shall provide Landlord with ten (10) days prior written Notice of its intent to conduct a Tenant Audit and Tenant shall pay the cost of the Tenant Audit, provided that Landlord shall have thirty (30) days to provide ▇▇▇▇▇▇▇▇’s records relating to Taxes and Operating Expenses for such Tenant Audit. Tenant may not conduct more than one Tenant Audit for a calendar year. Tenant shall provide Landlord with a copy of any report prepared for a Tenant Audit. If Tenant objects to any cost included in a Statement within the Audit Period for such Statement Tenant and the parties through consultation in good faith are unable to resolve such objection within sixty thirty (6030) days of written notice of disputed charge. Howeverafter the Tenant Audit Period, if then either party may refer the dispute cannot be resolved within such period, the parties shall request an audit raised to one of the disputed matter from an independent, certified nationally recognized public accountant selected by both Landlord and Tenant, accounting firms whose decision shall be based on generally accepted conclusively binding upon Landlord and Tenant. Tenant shall pay the fees and expenses of the accountants described in the preceding sentence, unless such accounting principles and shall be final and binding on the parties. If there is a variance of firm determines that Landlord overstated Taxes or Operating Expenses by more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentsuch calendar year, in which case Landlord shall pay the costs of said audit such fees and expenses. If it is finally determined that Taxes or Operating Expenses were misstated on such Statement, then Landlord shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay apply such overpayment of such costs as a credit against Rent and if the Lease has terminated refund any excess amounts to Tenant or Tenant shall pay to Landlord any underpayment of such costs, as the case may be, within thirty (30) daysdays after notification thereof. If Tenant shall maintain the variance results of any such audit or inspection confidential (except that Tenant may disclose such information to Tenant’s financial, legal, and tax consultants, or in connection with a legal or dispute resolution proceeding or as otherwise required by Requirements) and shall not be permitted to use any third party to perform such audit or inspection other than an independent firm of certified public accounts meeting the following requirements: (1) with at least ten (10) years of experience reviewing office building expense reconciliations, (2) that is less not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection (and Tenant shall deliver the fee agreement or other similar evidence of such fee agreement to Landlord upon request), and (3) that agrees with Landlord in writing to maintain the results of such audit or inspection confidential (subject to disclosure in connection with a legal or 12 dispute resolution proceeding or as otherwise required by Requirements). Nothing in this section shall be construed to limit, suspend, or ▇▇▇▇▇ ▇▇▇▇▇▇’s obligation to pay Rent when due, including Additional Rent. Time is of the essence in the completion of the Tenant Audit and objection to any Statement. (h) Notwithstanding the foregoing or anything in this Lease to the contrary, during the Term, ▇▇▇▇▇▇’s Share of Controllable Operating Expenses shall not increase in any calendar year by more than five percent (5%)) per annum (calculated on a cumulative and compounded basis) over the Controllable Operating Expenses for calendar year 2023. All “Controllable Operating Expenses” shall mean all Operating Expenses except for (i) taxes, Tenant shall pay assessments and other governmental charges, (ii) the cost for fuel, gas, steam, heat, ventilation, air-conditioning, water, sewer and other utilities, together with any taxes and surcharges on, and fees paid to third parties in connection with the calculation and billing of such utilities, (iii) the cost of said auditcasualty, liability, fidelity, rent and all other insurance regarding the Building or required under any mortgage and the repair, replacement, and/or maintenance thereof, (iv) snow and ice removal costs, (v) costs of compliance with newly enacted and/or changes in Requirements, (vi) increases in labor costs due to legally mandated increases in minimum wage or to increases mandated by collective bargaining agreements to which Landlord or its service providers are a party, and (vii) increases in costs of labor or materials as a result of events included in the definition of Force Majeure Delay.

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 calendar year falling partially within such period exceed Base Operating Costs, and (y) the Term)amount (if any) by which Taxes for such period exceed Base Taxes. Tenant shall not be obligated to commence paying to Landlord Additional Rent for the Additional Premises until twelve (12) months after the Additional Premises Commencement Date. Notwithstanding anything to the contrary in this Lease, Tenant shall not be obligated to pay to Landlord as additional rent Landlordfor Tenant’s Insurance Share of any property management fees in excess of three percent (as defined below3%) of Tenant’s total Monthly Base Rent and Real Property Taxes total Additional Rent for the Premises. (collectively known as “Additional Rent”). 2) Prior to 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 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 (“Monthly Estimated Rent”)for the following calendar year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date 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 Termestimated Additional Rent. Monthly Estimated If Landlord 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 (the “Statement” ). Unless Tenant raises any objections to the Statement within sixty (60) 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 paymentsTenant does object to such Statement within such sixty (60) day 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, then Landlord shall pay provide Tenant with reasonable verification (the excess to Tenant at “Verification” ) of the time Landlord furnishes figures shown on the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent Statement 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 shall negotiate in good faith to resolve any disputes. 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. (4) If Tenant still objects to the Statement after Tenant’s receipt of the Verification, Tenant, within sixty (60) days of after receiving the Verification, may give Landlord written notice (the “Review Notice” ) that Tenant intends to review Landlord’s records of disputed chargethe Operating Costs, Taxes and Tenant’s Additional Rent for that calendar year to which the Statement and the Verification applies. HoweverWithin a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. Landlord’s records are currently located in the San Francisco Bay Area. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in California and employed by Tenant on an hourly or fixed fee basis, and not on a contingency fee basis. Tenant shall have sixty (60) days after Tenant’s Review Notice to complete Tenant’s inspection of Landlord’s books and records concerning Operating Costs and Taxes at Landlord’s office. Tenant shall not review Landlord’s books and records more than one (1) time for any calendar year. In no event shall Tenant be permitted to review or examine Landlord’s records or to dispute any statement of Operating Costs, Taxes and Additional Rent unless Tenant has paid and continues to pay all rent in accordance with the terms of this Lease. Tenant shall be solely responsible for all costs, expenses and fees incurred for the review by Tenant’s agent; provided however, if the dispute cannot be resolved within such period, review determines that Tenant has been overcharged and the parties shall request an audit overcharge is greater than four percent (4%) of the disputed matter from an independent, certified public accountant selected by both Landlord and total charge for the 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 ’s Additional Rent, Landlord shall pay pay, per review, Tenant’s reasonable review costs but not to exceed the costs amount of said the overcharge. Tenant shall deliver to Landlord a copy of the results of such review within fifteen (15) days of its receipt by Tenant. The nature and content of any review are strictly confidential. Tenant, on behalf of its accountant, employees and agents shall not disclose the information obtained from the review to any other person or entity, including, without limitation, any other tenant in the Building, or any agent, employee, officer, shareholder, partner, accountant or attorney of such tenant in the Building. No assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises. Within sixty (60) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice” ) stating in reasonable detail any objection to the Statement for that year. If Tenant fails to give Landlord an Objection Notice within the sixty (60) day period or fails to provide Landlord with a Review Notice within the 30 day period described above, Tenant shall be deemed to have approved Landlord’s Statement and shall credit be barred from raising any overpayment toward claims regarding the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysStatement for that year. If the variance is less than five percent Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. (5%)) 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) days of said auditTenant’s receipt of the 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 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. 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 each month of such lease year which has already elapsed. 3.3.3 Landlord shall provide Tenant with an annual statement showing Tenant's share of the annual Operating Expenses over Tenants Expense Stop Base, if any, for the prior lease year, together with any proration. Landlord shall use all reasonable efforts to deliver the annual statement within one hundred twenty (120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such period shall not impair or constitute a waiver of Tenant's obligations to pay additional rent or cause Landlord to incur any obligation for damages. If the amount of the additional rent due for the lease year exceeds any amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay such excess to Landlord within thirty (30) days of receipt of Landlord's statement. If the 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 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 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 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 delivery of the end 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 calendar year, a statement sixty (“Landlord’s Statement”60) 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 yearday period. If Tenant timely challenges any item shown on the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsannual statement, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt then have a period 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 the date of Tenant's actual responsibility for Additional Rent must be raised by challenge in 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 within shall give written notice to Landlord prior to expiration of such ninety (90) days of receipt whether Tenant continues to challenge any of Landlord’s Statement the items originally objected to, in accordance with the delivery requirements in Section 12.2 and which case a certification as to proper amount shall be resolved made 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, 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 From and after 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 each calendar month thereafter during of the Termterm of this Lease, together with the rent, as set forth in Section 5, Four Hundred Thirty-Eight Dollars ($438) as --------- additional rent in payment of the estimated amount of Tenant's Percentage of the Common Area Expenses. Monthly Estimated Rent for a period The foregoing estimated monthly charge may be adjusted by Landlord at the end of less than one month any calendar year on the basis of Landlord's experience and reasonably anticipated costs. Any such adjustment shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each effective as of the first month of the calendar year of the Term in for which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within has estimated costs. Within sixty (60) days after the end of such each calendar year or after the expiration date of the Lease, Landlord shall furnish Tenant a statement covering the calendar year, a statement (“Landlord’s Statement”) or portion thereof during which this Lease has been in reasonable detaileffect, including supportive documentation, setting and the payments made by Tenant with respect to such period as set forth (a) in Section 7. If Tenant's payments for Tenant's Percentage of the Common --------- Area Expenses exceed the amount of the Tenant's Percentage of the actual responsibility for Additional RentCommon Area Expenses, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If Landlord shall refund the amount of the overpayments to Tenant. If Tenant's actual responsibility payments for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsPercentage of the Common Area Expenses are less than the amount of the Tenant's Percentage of the actual Common Area Expenses, 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 deficiency within thirty (30) daysdays after written notice of the amount of such deficiency from Landlord. If The payments by Tenant of Tenant's Percentage of the variance is less than five percent (5%), Common Area Expenses shall be prorated as of the Commencement Date and the expiration of the term of this Lease. Failure by Tenant to pay any of the amounts required to be paid under this Section 7 shall constitute a default under the terms hereof in like manner --------- as failure to pay the cost of said auditrental when due.

Additional Rent. Commencing 3.4.1. Tenant shall pay as Additional Rent any and all sums of money or charges required to be paid by Tenant under this Lease whether or not designated Additional Rent. If such amounts or charges are not paid at the time provided in this Lease they shall nonetheless, if not paid when due, be collectible as Additional Rent with the next installment of Annual Rent, but nothing in this Lease shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable under this Lease, or limit any interest, late fee or other remedy of the Landlord. 3.4.2. The Additional Rent provided to be paid in this Lease for taxes, insurance, utilities, and Property Operating Costs shall be paid in monthly installments on the Commencement Date, for first day of each month in an amount to be estimated by Landlord. Following the close of each calendar year year, Landlord will furnish to Tenant a statement of the Term actual amount of Property Operating Cost and Tenant’s share of such cost (prorated including a reasonably detailed calculation of Tenant’s pro rata share) for any such calendar year falling partially within period. If the Term)actual amount of Tenant’s share of Additional Rent is less than the total amount earlier paid by Tenant for such period, the excess will be credited to Tenant’s subsequent monthly installment of Additional Rent, or refunded following lease termination unless Tenant is in default, in which case the excess shall be applied against Landlord’s damages before the remaining balance, if any, is refunded. If the actual amount of Tenant’s share of Additional Rent exceeds the amount paid by Tenant for such period, 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 to following 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 statement, the delivery requirements in Section 12.2 amount shown on it as due. The obligations of Landlord and Tenant to make the foregoing adjustment on a calendar year basis shall be resolved by survive the parties through consultation in good faith within sixty (60) days expiration or earlier termination of this Lease. Tenant shall give Landlord written notice of disputed charge. Howeverany dispute in the Operating Cost within 30 days after receiving Landlord’s yearly statement, if the dispute cannot be resolved within or 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 statement 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 auditfinal.

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 7 below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to Within 90 days following the Commencement Date and at least thirty (30) days prior to the beginning completion of each calendar year year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding calendar year, the Additional Rent due and Lessor's reasonable estimate of Operating Expenses for the then current calendar 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 calendar year. Any overpayment will be credited by Lessor to the next rental payment(s) due or refunded to Lessee upon Lessee's request. Lessee agrees to pay Additional Rent each month thereafter, Landlord in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current calendar year over a period equal to the lesser of (i) the number of months remaining in the Term or (ii) the number of months remaining in the current calendar year. Notwithstanding that the Term has expired or been terminated, Lessee shall furnish remain liable for and agrees to Tenant pay to Lessor within 30 days following receipt of an invoice therefor, its portion of Operating Expenses for the calendar year (or portion thereof) during which the Term expired or was terminated. Lessee shall have the right, at its expense and at a written statement setting forth reasonable time, to audit Lessor's books relevant to the following: (a) Landlord's estimate Additional Rent due under this Section. If an error is found in the amount of ▇▇▇▇▇▇'s Additional Rent in excess of 3%, Lessor will reimburse Lessee for the cost of the audit, not to exceed $1,000.00. Lessee also agrees to pay to Lessor, as Additional Rent, and a management fee (b"Management Fee"). During the calendar year 1996 (ending December 31, 1996) a calculation the Management Fee shall be $20,000 (prorated monthly during the Term as hereinafter provided). Beginning in the second Lease Year the Management Fee shall be increased or decreased by the amount of one-twelfth increase or decrease, if any, in the Consumer Price Index published by the Department of Labor for the Houston Metropolitan Area for all wage earners (1/12or equivalent index chosen by Lessor if said index is no longer published) of Landlord's estimate of ▇▇▇▇▇▇'s for the prior year. Lessee agrees to pay the Management Fee each month, in addition to other Additional Rent (“Monthly Estimated and Base 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 an amount necessary to amortize the Management Fee for the then current calendar year over a 12 month period. For the calendar year in which Tenant is the Term begins or ends, Lessee shall only be 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 amortized Management Fee for the months of each such calendar year, a statement (“Landlord’s Statement”) year that the Lease is in reasonable detail, including supportive documentation, setting forth (a) force. It is understood and agreed that the amount of Tenant's actual responsibility estimated Operating Expenses 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 1996 will be approximately $4.60 per net rentable square feet of three floor space in the Premises (3with tax abatement) 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, Building were in existence for 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 auditfull calendar year 1996.

Additional Rent. Commencing on the Commencement DateLessee agrees to pay, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)as Additional Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance all Operating Expenses (as defined in Section 10 below) for the Premises. Within 10 days after execution of this Modification, Lessor will provide Lessee a statement showing Lessor's reasonable estimate of the Operating Expenses for the then current Fiscal Year. Within 90 days following the completion of each Fiscal Year thereafter, Lessor will provide to Lessee a statement showing in reasonable detail the actual Operating Expenses for the preceding Fiscal Year, any Additional Rent due, and Real Property Taxes Lessor's reasonable estimate of 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 (collectively known as “if any) during the preceding Fiscal Year. Any overpayment will be paid to Lessee within 30 days of the determination of such overpayment. Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent”). Prior , in an amount necessary to amortize the estimated Operating Expenses for the then current Fiscal Year 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 at least thirty (30) agrees to pay to Lessor within 30 days following receipt of an invoice therefor, Additional Rent for the Fiscal Year during which the Term expired or was terminated but only for those months prior to the beginning expiration 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 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 shall have the right, at its expense and at a reasonable time within I year after the date the statement is provided to Lessee, to audit Lessor's books relevant to the Additional Rent for a period of less due under this Section. If Lessee has been overbilled by more than one month 5%, Lessor shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year pay Lessee's reasonable costs of the Term in which Tenant is responsible for paying Additional Rentaudit, Landlord shall furnish not 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 auditexceed $1,000.00."

Additional Rent. Commencing on During the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Lease Term), Tenant shall pay to Landlord Landlord, as additional rent Landlordrent, an amount equal to the amount of Tenant’s Insurance Pro Rata Share (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 (1/12hereinafter defined) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent the Property Taxes, Insurance, Utilities and Operating Expenses which are paid or incurred by Landlord in any calendar year. Tenants Pro Rata Share shall mean fifty percent (“Monthly Estimated Rent”50%). Tenant shall make monthly payments to be applied against Tenant’s obligation to pay to Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord the Monthly Estimated Rent beginning on the Commencement Date and in any calendar year in advance on the first day of every successive each calendar month thereafter during the Term. Monthly Estimated Rent for Lease Term based upon 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, reasonable estimate by 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 (“amounts to be paid or incurred by 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 Within ninety (90) days of receipt the end of Landlordeach calendar year, Landlord will provide Tenant with a computation of Tenant’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 Pro Rata Share of the disputed matter from an independentactual Property Taxes, certified public accountant selected Insurance, Utilities and Operating Expenses paid or incurred by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the partiesduring such calendar year. If the total of all estimated payments made by Tenant for such calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year, Tenant will receive a credit in the amount of such excess against its estimated monthly payments for Tenant’s Pro Rata Share of Property Taxes, Insurance, Utilities and Operating Expenses for the next calendar year or a refund of such excess if there are no subsequent estimated monthly payments to be made by Tenant. If the total of all estimated payments made by Tenant for such calendar year is a variance less than Tenant’s Pro Rata Share of five percent (5%) the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or more between said decision and Landlord's determination of Tenant's actual responsibility incurred by Landlord for Additional Rentsuch calendar year, Landlord Tenant 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 deficiency to Tenant Landlord within thirty (30) daysdays of receipt of the computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses from Landlord. Tenant agrees to make timely payment of all amounts due as Additional Rent under this Section 6, including any Additional Rent which becomes due or is computed after the end of the Lease Term. The Tenant’s obligations under this Section 6 shall survive the expiration of the Lease Term or earlier termination of this Lease. In the event that the Lease Term commences or expires other than on the first or last day of a calendar year, Tenant’s obligation to pay Tenant’s Pro Rata Share of the Property Taxes, Insurance, Utilities and Operating Expenses for such calendar years shall be prorated based upon the number of days of the Lease Term that occur in such calendar years. In the event that the Development is insured, serviced, assessed or maintained as part of a larger parcel, then Landlord shall allocate a fair and equitable amount of such insurance costs, service charges, assessments and maintenance charges, as the case may be, to the Development or applicable portion thereof. Property Taxes shall be deemed incurred by Landlord at the time such Property Taxes are assessed or levied and/or become a lien. Within ninety (90) days of the end of the Lease Term, Landlord will provide Tenant with a computation of Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year or partial calendar year, as applicable. If the variance total of all estimated payments made by Tenant for such calendar year or partial calendar year is more than Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord during such calendar year or partial calendar year, as applicable, Landlord shall either (i) apply such excess to Tenant’s obligation to make future estimated payments, or (ii) provide Tenant with a refund of such excess at the time it provides Tenant with such computation. If the total of all estimated payments made by Tenant for such calendar year, or partial calendar year, as applicable, is less than five percent (5%)Tenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses paid or incurred by Landlord for such calendar year, or partial calendar year, as applicable, Tenant shall pay such deficiency to Landlord within thirty (30) days of receipt of the cost computation of said auditTenant’s Pro Rata Share of the actual Property Taxes, Insurance, Utilities and Operating Expenses from Landlord.

Additional Rent. Commencing on Tenant shall pay Landlord, as Additional Rent, an amount equal to Tenant's Share of (i) Taxes in excess of Taxes for the Commencement DateBase Year, and (ii) Expenses in excess of the amount of Expenses for each the Base Year, as follows: (a) Landlord shall, from time to time after the Base Year, reasonably estimate the amounts Tenant shall owe for Taxes and Expenses for full or partial calendar year years of the Term (prorated for any calendar year falling partially within i.e., the Term"Estimated Additional Rent"). Following Landlord's estimate thereof, Tenant shall pay Estimated Additional Rent monthly, together with Tenant's payment of Base Rent, as below provided. (b) After the end of each calendar year, Landlord shall provide a statement ("Operating Statement") to Landlord as additional rent Landlord’s Insurance Tenant showing, in reasonable detail: (as defined belowi) the amount of Taxes and Real Property Expenses for such calendar year, (ii) any payments of Estimated Additional Rent by Tenant during such calendar year, and (iii) any revision of the amount of Estimated Additional Rent for the then current calendar year. (c) If an Operating Statement shows that Tenant's actual Estimated Additional Rent payments were less than Tenant's actual obligations for Tenant's Share of Taxes (collectively known as “Additional Rent”). Prior to and Expenses for the Commencement Date and at least applicable year, then Tenant shall pay the shortfall within thirty (30) days prior to after Tenant's receipt of the beginning Operating Statement. (d) If an Operating Statement shows an increase in the amount 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 Estimated Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord for 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 current calendar year, a statement Tenant shall: (“Landlord’s Statement”i) in reasonable detail, including supportive documentation, setting forth (a) pay the amount difference between the new and former estimates for the period from the date of Tenant's actual responsibility for Additional Rent, and (b) the sum last adjustment of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds through the sum of Tenant's Monthly Estimated Rent paymentsmonth in which the Operating Statement is dated, 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 which payment 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 Tenant's receipt of the Operating Statement, and (ii) thereafter pay the new Estimated Additional Rent amount until any subsequent adjustment thereof. (e) If an Operating Statement shows that Tenant's payments of Estimated Additional Rent exceeded Tenant's actual obligations for Taxes and Expenses, Landlord shall credit the excess against payment of Estimated Additional Rent next due. If the variance is less than five percent Term shall have expired and no further Rent shall be due, Landlord shall provide a refund or a credit against unpaid Base Rent of such excess at the time Landlord sends the Operating Statement. (5%)f) Landlord reserves the right to reasonably change, Tenant from time to time, the manner and timing of the computation of Additional Rent, provided that the amount and timing of Tenant's payments of Additional Rent shall pay not materially change. In lieu of providing one Operating Statement covering all items of Taxes and Expenses, Landlord may provide separate statements, at the cost of said auditsame or different times, including separate statements for Taxes after bills are received.

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 on (a) Subtenant agrees to reimburse Sublandlord throughout the Commencement DateSublease Term, as "Additional Rent" hereunder, for each calendar year Subtenant's Share of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance annual Operating Expenses (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Subtenant shall pay to Sublandlord, monthly within ten (10) days of delivery of an invoice therefor, the Commencement Date and at least thirty Additional Rent hereunder accrued through the immediately preceding calendar month. For any partial period to which an Operating Expense is allocable but this Sublease is not in effect (30) by way of illustration only, annual insurance premiums for coverage expiring after termination of the Sublease Term), Subtenant's Share for such period shall be subject to a pro rata adjustment based upon the number of days prior to the beginning expiration 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 Sublease 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 RentIf any payments are estimated or adjusted after payment, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after then at the end of any calendar year if Subtenant has paid to Sublandlord an amount in excess of Subtenant's Share of Operating Expenses for such calendar year, a statement Sublandlord shall reimburse to Subtenant any such excess amount (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the or shall apply any such excess amount of Tenant's actual responsibility for Additional Rentto any amount then owing to Sublandlord hereunder, and if none, to the next due installment or installments of Additional Rent due hereunder, at the option of Sublandlord, or if Subtenant has paid to Sublandlord less than Subtenant's Share of Operating Expenses for such calendar year, Subtenant shall pay to Sublandlord any such deficiency within ten (10) days after Subtenant receives an invoice therefor. (b) If Subtenant does not occupy the sum of Tenant's Monthly Estimated Rent payments made Subleased Premises during the year. If entire full calendar year in which the amount Sublease Term commences or ends, Subtenant's Share of Tenant's actual responsibility Operating Expenses excess 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 applicable 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 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 appropriately prorated for each calendar year for a period of three (3) years following each the partial 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 number of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay days Subtenant has occupied 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 auditSubleased Premises during that year.

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 to 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 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 the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to 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 ’s statement within sixty (60) 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 Additional Rent based thereon. If Tenant does object to such calendar yearstatement, a 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”) 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 ’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent as finally determined for Additional Rent, and (b) any calendar year exceeds the sum of Tenant's Monthly Estimated Rent 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 ten (4510) days after ▇▇▇▇▇▇'s of Tenant’s receipt of such Landlord’s statement. If the sum 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 Monthly Estimated ’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 payments during and of Tenant to pay any Additional Rent not previously paid shall survive the year exceeds the amount expiration or termination of Tenant's actual responsibility for Additional Rent, this Lease. Landlord shall pay the excess to Tenant at or Tenant shall pay to Landlord, as the time Landlord furnishes case may be, within ten (10) days after Tenant’s receipt of Landlord’s final statement for the statement, or, if calendar year in which this Lease has not expiredterminates, may credit the excess toward difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the payments of total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term arc reduced, refunded or otherwise changed, Tenant’s Additional 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 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. Notwithstanding anything to the contrary in this Lease, if there is at any time a period decrease in Taxes below the amount of three 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. (35) years following each yearLandlord shall keep, in the Building manager’s office, complete books and such records regarding Operating Costs and Taxes (collectively, “Charges”). All records shall be made available retained for inspection and photocopying by at least two (2) years. Tenant and/or its agents shall have the right to audit such records at any time 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 upon not less than ten (9010) 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 business days’ 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 partiesto Landlord. If there is a variance such audit reveals that Tenant’s Share of five any Charges has been overstated, then Landlord shall immediately refund the overpayment, and if overstated by more than three percent (53%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent), Landlord shall pay promptly, upon demand, reimburse Tenant for the reasonable, actual out of pocket costs of said audit such audit. Notwithstanding anything to the contrary contained herein. Landlord shall not be required to maintain books and records regarding Charges for the period prior to Landlord’s acquisition of the Building and such books and records 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 not be available for Tenant’s review and audit.

Additional Rent. Commencing on In addition to the Commencement Datemonthly Base Rent, for each calendar year of the Term as additional rent (prorated for any calendar year falling partially within the Term“Additional Rent”), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) those estimated operating expenses, including electricity, natural gas, stormwater and Real Property Taxes (collectively known as “water, sewer fees, insurance premiums per Paragraph 6, real estate taxes, and common area maintenance costs including landscaping and parking lot maintenance, which are proportionate to the Leased Premises. Landlord shall estimate the amount of Additional Rent”)Rent due hereunder and collect such reasonable amount from Tenant on a monthly basis. Prior to As of the Commencement Date and at least thirty hereof, monthly Additional Rent is estimated to be $1.15 psf per annum (30$2,918.00) days prior per month based on a leased Premises of 30,000 square feet.) Landlord shall have the right to make adjustments in the Additional Rent after the completion of each month, based on a six month rolling average, to account for any increase or adjustment directly related to the beginning Leased Premises and invoice Tenant on a monthly basis for said adjustment. Said increase can be related to Tenant’s use of each the premises or increases in utility or maintenance expenses and Landlord will provide documentation of necessity for any increases. If after any calendar year thereafterduring the Lease Term, the actual yearly Additional Rent is less than the estimated amount actually billed to and paid for by Tenant, 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) refund the amount of the over-payment to Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made . If after any calendar year during the year. If Lease Term, the amount of Tenant's actual responsibility for yearly Additional Rent exceeds is greater than the sum of estimated amount actually billed to and paid for by Tenant's Monthly Estimated Rent payments, Tenant shall pay Landlord such additional amount. To document 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 yearly Additional RentRents, Landlord shall pay the excess provide to Tenant at documentation in support of the time expenses such as invoices, bills, statements, canceled checks and other related documentation. In no event shall any capital expenditure or any other cost which is the responsibility of Landlord furnishes the statementhereunder be considered a part of Additional Rent. In no event shall any management, orsupervisory, if this Lease has not expiredaccounting, may credit the excess toward the payments bookkeeping or other similar fee be charged as apart of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueAdditional Rent. Landlord’s Statement In no event shall Tenant 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 responsible for any increase in any fee covered by 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 if said increase is caused 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 any negligent act or omission 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 (a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure on the Commencement Date, part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for each calendar year non-payment of Minimum Annual Rent. (b) In addition to the Term (prorated for any calendar year falling partially within the Term)Minimum Annual Rent, 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 for each calendar year thereafterduring the Lease Term, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s as Additional Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Operating Expenses (bas hereinafter defined) a calculation for the Building and the common areas associated therewith. (c) In addition to the Minimum Annual Rent and Tenant’s share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Operating Expenses, 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 yearduring the Lease Term, 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 as Additional Rent must be raised (i) any increase in insurance premiums and deductibles (payable by Tenant within ninety Landlord) over the base amount paid in the -3- Base Year; and (90ii) days the amount by which all Real Estate Taxes (as herein defined) for each tax year exceeds all Real Estate Taxes for the Base Year. (d) For purposes of receipt this Lease, “Operating Expenses” shall mean all of Landlord’s Statement expenses for operation, repair, and maintenance to keep the Building and the common areas associated therewith in accordance with good order, condition and repair (including all additional direct costs and expenses of operation and maintenance of the delivery requirements Building which Landlord reasonably determines it would have paid or incurred during such year if the Building had been fully occupied), including, but not limited to, management or administrative fees (which shall not exceed 3.5% of the Minimum Annual Rent due under this Lease); utilities; insurance deductibles: stormwater discharge fees; license, permit, inspection and other fees; fees and assessments imposed by any covenants or owners’ association; security services; and maintenance, repair and replacement of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, sewer lines, exterior walls, foundation, structural frame, roof and gutters. The cost of any Operating Expenses that are capital in Section 12.2 and nature shall be resolved amortized over the useful life of such improvement (as reasonably determined by Landlord), and only 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 amortized portion 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 auditincluded in Operating Expenses.

Additional Rent. Commencing on A. Tenant shall pay to Landlord in addition to Base Rent during the Commencement Date, for each calendar year Lease term additional rent ("Additional Rent") equal to the sum of the Term following: 1. Tenant's Share of all Real Property Taxes relating to the Property as set forth in Paragraph 11, unless Tenant shall pay the Real Property taxes directly to the charging authority; 2. Tenant's Share of all Operating Expenses relating to the Buildings and the Property as set forth in Paragraph 7, except to the extent Tenant maintains and repairs the Buildings as provided herein; 3. All other charges, costs and expenses which Tenant is required to pay hereunder and all damages, costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease, including attorney's fees and court costs; and B. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Base Rent. Tenant's Share of all expenses to be paid by it with respect to the Buildings and Tenant's Share of all expenses to be paid by it with respect to the Property are separately set forth in the Lease Summary. Except as provided below, Additional Rent due hereunder shall be paid to Landlord within thirty (prorated for any calendar year falling partially within the Term)30) days of written notice by Landlord. At Landlord's option, 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 monthly, in advance, on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereaftermonth Tenant's Share of an amount estimated by Landlord to be Landlord's approximately monthly expenditure for such items included in Additional Rent (the "Estimated Monthly Expense"). Actual expenses incurred by Landlord shall be reconciled against the Estimated Monthly Expense by Landlord, at its option, or at the end of each calendar quarter or year. Within one hundred twenty (120) days following each calendar quarter or year, as the case may be, Landlord shall furnish to Tenant a written statement setting forth of the following: (a) actual expenses incurred by Landlord for such period. If Tenant's total payments of the Estimated Monthly Expense for such period are less than the amount of actual expenses incurred by 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 such 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 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 total payments of the Estimated Monthly Estimated Rent payments during the year exceeds the amount of Tenant's Expense exceed actual responsibility expenses incurred by Landlord for Additional Rentsuch period, Landlord shall pay apply the excess to Tenant at amount against the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments next payment 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 or Additional Rent for each calendar year for a period of three (3) years following each yeardue hereunder or any other sums then due under this Lease, 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's sole discretion. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must The Estimated Monthly Expense may be raised adjusted 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 upon thirty (30) days' written notice to Tenant. If The respective obligations of Landlord and Tenant under this paragraph shall survive the variance is less expiration or earlier termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than five percent (5%)the last day of a calendar year, Tenant the actual Additional Rent incurred for 100 the calendar year in which the Lease term expires or otherwise terminates shall pay be determined and settled on the cost basis of said auditthe statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365.

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, 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 continuing through the end of the Term, Lessee shall pay to Lessor in readily available funds, without deduction, offset, or demand, monthly, in advance, Lessee’s pro rata share of Lessor’s cost of fire and extended coverage insurance, as well as Lessor’s cost of liability and property damage insurance, so far as such costs are attributable to the Property. Lessee shall also reimburse Lessor for real property taxes and general and special assessments, and for Lessee’s pro rata share of the Lessor’s expenses of maintenance and repair of the parking areas and the exterior of the Property. All such pro rata amounts described in this paragraph 9.B. shall be deemed “Lessee Reimbursements.” Lessee Reimbursement shall be deemed to be additional rent and are due and payable separately from Rent. Lessee Reimbursements shall be calculated by multiplying the total amount of all such costs described above by the percentage of the Property that is occupied by Lessee at the time the Lessee Reimbursement is due. If Lessee takes possession of additional space in the Property or abandons or otherwise vacates space in the Property other than on the first day after the Lessee Reimbursement is due, the amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Lessee Reimbursement shall be prorated on at the rate of 1/365 per day. The late charge provisions set out above shall also apply to these Lessee reimbursements due Lessor. Lessor shall provide Lessee with a daily basis based on a three hundred sixty-five (365) day year. For each calendar year copy of the Term property tax ▇▇▇▇ in which Tenant is responsible order to establish the basis of Lessee Reimbursements due for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 taxes 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 Rentassessments, and (b) a copy of the sum payment statement for fire and extended coverage insurance and for liability and property damage insurance applicable for the period during which Lessee Reimbursements are due hereunder, as well as copies of Tenant's Monthly Estimated Rent payments made during invoices for Lessor’s cost of maintenance and repair for which Lessee Reimbursements are due. Lessor shall provide Lessee with 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 property tax ▇▇▇▇▇▇'s receipt , insurance bills, and copies of maintenance charges 30 days before such statementcharges are due. Lessee may audit Lessor’s said tax, insurance, and maintenance records at its own expense. 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 Lessee shall fail 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 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 any additional rent in accordance with the delivery requirements in Section 12.2 terms hereof, Lessor shall have all the rights and remedies with respect thereto as Lessor has for nonpayment of Rent. Lessee shall be resolved by responsible for payment of the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. Howeverfollowing as applicable to the Property and/or Additional Property, if the dispute cannot be resolved within such periodapplicable (collectively, 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”): all utilities as required in this Agreement, Landlord shall pay the costs of said audit all general maintenance and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment repairs Lessee is required to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditperform pursuant to this Agreement.

Additional Rent. Commencing on For purposes of this Lease, Tena▇▇'▇ "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 approximately 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 Land▇▇▇▇. ▇▇ter 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 Tena▇▇'▇ ▇xpense 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 the Commencement DateIn addition to Basic Rent, for each calendar year of the Term (prorated for any calendar year falling partially within Tenant promises to pay Additional Rent to Landlord during the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as follows. “Additional Rent”, for a particular year (which is deemed for this Section to include the partial first or last year of the Term, if such first or last year is not a full year). 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: means (a) Landlord's estimate Tenant’s Proportionate Share (but not less than zero) of ▇▇▇▇▇▇'s the excess of Operating Costs for such year over Operating Costs in the Base Year, (b) Tenant’s Proportionate Share (but not less than zero) of the excess of Real Estate Taxes for such year over Real Estate Taxes in the Base Year, (c) Tenant’s Proportionate Share of the Additional RentPass Through Costs for such year, and (bd) a calculation Tenant’s Proportionate Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)Electrical Costs for such year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning Beginning on the Rent Commencement Date Date, and continuing on the first day of every successive each calendar month thereafter thereafter, Tenant will pay Estimated Additional Rent to Landlord. “Estimated Additional Rent” means monthly installments of Additional Rent in amounts estimated by Landlord. (Because the Base Year is 2011, the Operating Costs and Real Estate Taxes component of Estimated Additional Rent (and Additional Rent itself) will be -$0- through December 31, 2011.) If Landlord increases Estimated Additional Rent during a year, Tenant will promptly pay to Landlord the Term. Monthly amount of the increase multiplied by the number of Estimated 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 payments that Tenant has already paid to Landlord in such year. For After each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish will deliver a statement to Tenant showing both the Estimated Additional Rent paid by written noticeTenant and the amount of Additional Rent owing by Tenant for such year, delivered in accordance with Article 22 and detailing expenses by category (a “Statement”). Landlord will provide the Statement to Tenant within sixty (60) 150 days after the end of such calendar yeareach year (the “Statement Due Date”). Tenant will pay any underpayment of Additional Rent to Landlord upon receipt of a Statement or invoice from Landlord (payable in three equal installments in each of the three months following Tenant’s receipt of the Statement if the underpayment exceeds 10% of the aggregate Additional Rent paid by Tenant in the period covered by the Statement), a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) and Landlord will either refund any overpayment of Additional Rent to Tenant or credit future Additional Rent by the amount of any overpayment. “Tenant's actual responsibility ’s Proportionate Share” means a fraction, the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area of the Project. With respect to any item, good, or service, Landlord may exclude from the denominator the rentable area of any tenant that is paying Landlord or the provider directly for Additional Rentsuch item, good, or service. Initially, Tenant’s Proportionate Share is the Initial Proportionate Share. Landlord (or any successor to Landlord) may not require Tenant to pay for any item, good, or service that Landlord does not include in a Statement (or supplement to a Statement) for more than (x) 120 days following the final resolution of any dispute or litigation, arbitration, mediation, or other proceeding concerning the validity or amount of Real Estate Taxes and (by) 18 months following the sum first Statement Due Date after Landlord pays for any other item, good, or service (i.e., other than Real Estate Taxes). Furthermore, Landlord fails to provide a Statement to Tenant on or before the Statement Due Date, then any overpayment by Tenant of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds will accrue interest at the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay Default Rate from the deficiency to Statement Due Date until the Date such amount is paid by 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 (to be paid by Landlord to Tenant in the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments same manner that such overpayment 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%paid), Tenant shall pay the cost of said audit.

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, (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.