Common use of Additional Rent Clause in Contracts

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. If and (i) All monies other than Base Rent required to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent be paid by Sublessor under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed Lease during the Term, then including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Sublease Share Master Lease), shall be recalculatedpaid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. All payments under this Section 4.2 such amounts shall be due from Subtenant to Sublandlord no fewer than five deemed additional rent (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or “Additional Rent”). Base Rent and Additional Rent is due collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master SublandlordLease or the Subleased Premises during the Term, provided including all gross receipts taxes, such that Subtenant Sublessor shall have been billed therefor at least ten receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A. hereof. (10ii) days prior to Promptly after receipt by Sublessor of any Statement or Estimate Statement (as such due date (which bill terms are defined in Section 4.4 of the Master Lease) from Master Lessor or of any ▇▇▇ll ▇ or statement from Master Lessor in respect of which Sublessee shall, pursuant to the terms of this Paragraph 4.B. be accompanied required to pay Additional Rent, Sublessor shall deliver a comparable statement to Sublessee, together with copies of the statements received by a copy Sublessor from Master Lessor, setting forth the amount of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent payable by Sublessee hereunder. If Sublessor shall receive a refund of any amounts from Master Lessor pursuant to the extent terms of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.Lease, Sublessor shall promptly notify Sublessee and shall, within thirty

Additional Rent. If The parties acknowledge and agree that the Leases are on a “triple net” basis, with amounts collected from the Lessees for each of the Properties as additional rent being applied to (or accrued for) the payment of taxes, assessments and operating expenses for the applicable Properties on a cash basis. Therefore, additional rent for such operating expenses (including all amounts accrued for real estate taxes [except as provided in subparagraph (b) below with respect to the vacant space at the Illinois Properties]) that have been received by Sellers and are applicable to Buyer’s period of ownership on a cash basis, less amounts paid through the Close of Escrow, shall be credited to Buyer upon the Close of Escrow. With respect to any vacant spaces at any of the Properties for the one year period prior to the Close of Escrow (except for real property taxes for the vacant space at the Illinois Properties which shall be prorated as provided in subparagraph (b) below), the applicable Seller(s) shall be responsible for including in the credit of additional rent of such operating expenses all amounts that would have been received by Sellers had such vacant space(s) been leased to tenants on the same triple-net basis as the other spaces and otherwise subject to the provisions set forth in the immediately preceding sentence. The aforementioned proration provisions assume that there is no deficiency in the amounts collected by Sellers for additional rent from the tenants of the Properties to satisfy obligations through the Close of Escrow. To the extent there is any deficiency, Buyer will collect such amounts (other than the amounts attributable to Sellers for any vacant spaces) from the applicable tenants in the same manner as rent that Sublandlord is obligated needs to pay Operating Expenses and/or Additional Rent be collected after the Close of Escrow under Section 11(c) hereof. Buyer shall then be responsible for reconciling with each of the Lessees under the Master SubleaseLeases at the end of the year or other period as appropriate any overpayments or deficiencies (other than as provided immediately above) for such amounts. The prorations referenced above shall be initially performed at the Close of Escrow but shall be subject to further adjustment and proration in cash after the Close of Escrow as and when complete and accurate information becomes available, Subtenant shall pay if such information is not available at the Close of Escrow (except with respect to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"vacant spaces). Notwithstanding Sellers and Buyer agree to cooperate and use their commercially reasonable efforts to make such adjustments not later than one hundred twenty (120) days after the foregoingClose of Escrow (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by Lessees under the Sublease Share Leases) and shall again cooperate to make any additional adjustments that may be equitably adjusted by the required in connection with any year end reconciliations made in connection with any Lease requirements. The parties for shall immediately pay any item of Operating Expenses or Additional 4 Rent amounts that relates to or benefits the Sublease Premises disproportionately as compared to the balance are owing following Sellers’ delivery of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenantreconciliations provided above. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% The foregoing reconciliation provisions shall specifically apply with respect to any cost invoices received by any Sellers subsequent to repair the building located on Close of Escrow that are in the Sublease Premises that is payable name of a Seller, relate to one or more of the Properties (and would be subject to reimbursement as an Operating Expense or Additional Rent part of additional rent under the Master Sublease. SimilarlyLeases), and again as an example only, the Sublease Share payable are paid by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseSeller.

Additional Rent. If (a) Subtenant and to Sublandlord hereby agree that the extent that Sublandlord is obligated to pay fixed rent payable by Subtenant hereunder shall include all Operating Expenses and/or Additional Rent Costs and Taxes payable under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share")Overlease. Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for if Subtenant desires any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance s▇▇▇▇▇▇▇ ▇hat are in excess of the Premises, or that arises as the result basic services set forth in Section 12.1 of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additionOverlease, Subtenant shall arrange for the delivery of such services ▇▇▇▇▇▇▇▇ with Overlandlord and shall pay Overlandlord directly the additional rent under the Overlease relating to such additional services, including, without l▇▇▇▇▇▇▇▇▇, after-hours air-conditioning (as described in Section 12(b) of the Overlease), and excess electrical usage (as described in Section 12(▇) ▇▇ ▇▇▇ Overlease). If Overlandlord is not willing to provide such additiona▇ ▇▇▇▇▇▇▇s to Subtenant, Subtenant shall have all of its rights under Section 12 below to obtain delivery thereof; and if Overlandlord is unwilling to bill Subtenant directly for the additional rent relating to such add▇▇▇▇nal services, Subtenant shall reimburse Sublandlord for such additional rent as hereinafter provided. Subtenant shall pay or reimburse to Sublandlord, as additional rent hereunder without deduction or setoff, within fifteen (15) days after demand from Sublandlord, one hundred percent (100%) of (a) the costs and expenses which accrue after the Commencement Date arising from the Subtenant's use of additional or excess services and utilities in excess of the basic services set forth in Section 12.1 of the Overlease, including, but not limited to, additional rent payable under un▇▇▇ ▇▇▇ ▇verlease in excess of the Master Sublease to the extent payable amount Sublandlord is currently charged f▇▇ ▇▇▇▇▇▇es and utilities, and (b) all amounts incurred by Sublandlord as a result of services requested or consumed Subtenant's failure to timely comply with its obligations under this Sublease (and the Overlease to the extent incorporated herein), including, without lim▇▇▇▇▇▇▇, additional rent and other sums payable by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master following Sections/Articles of the Overlease: Section 3.8.2, Section 4.7, Article 6, Article 9, Article ▇▇, ▇▇▇▇cle 16, Article 17 and Article 18. (b) Subtenant shall be responsible to pay directly for the cost of all of its personal property taxes relating to the Subleased Premises, including, without limitation, the Personal Property (as defined in Section 20 of this Sublease). (c) Upon making any demand for payment pursuant to this Section 4, Sublandlord shall provide Subtenant with copies of any st▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇at Sublandlord has received from Overlandlord upon which Sublandlord bases said demand for payment; provided, however, the failure to provide any such statement or notice shall not relieve Subtenant of its obligation to pay all amounts due hereunder. (d) Subtenant's obligations to pay the additional rent provided for in this Section 4 shall survive the Expiration Date. The parties hereto hereby agree that Sublandlord shall have all of the rights and remedies with respect to the nonpayment by Subtenant of additional rent and all other costs, charges and expenses to be paid by Subtenant in this Sublease as are provided for in this Sublease or by law in the case of nonpayment of fixed rent provided for hereunder. (e) Subtenant shall have no right to challenge Sublandlord regarding the propriety of any additional rent or other sums charged by Overlandlord under the Overlease. Any dispute by Subtenant regarding the propriety of such ▇▇▇▇▇▇▇▇▇l rent or other sums charged by Overlandlord shall be brought by Subtenant, at Subtenant's sole cost and expense, only against Overlandlord and subject to and in accordance with the provisions of Section 12 hereof; provided, however, Subtenant shall have no right to bring or maintain any action against Overlandlord concerning the propriety of additional rent or other amounts charged by Overlandlord unless Subtenant pays to Sublandlord when due all disputed amounts and all other amounts due and payable under this Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease that any such dispute is finally and conclusively resolved in Subtenant's favor, a reconciliation shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due made by credit against additional rent or by payment from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior as the case may be, to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to correspond with the extent of the Sublease Share of reimbursement credit or payment actually received by Sublandlord under from Overlandlord on account of the Master Subleaseresolution of the dispute.

Additional Rent. If and (a) Subtenant agrees to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of as additional rent under this Sublease (the "Sublease Share"). Notwithstanding the foregoingSublease, the Sublease Share shall be equitably adjusted by the parties for amount of any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable by Sublandlord under the Master Sublease ▇▇▇▇▇▇▇▇▇ (to the extent related to Subtenant’s use or occupancy of the Subleased Premises, including, without limitation, pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇. It is agreed that any amounts payable by the Sublandlord under the ▇▇▇▇▇▇▇▇▇ (including, without limitation, those payable pursuant to Sections 5.2 and 5.3 of the ▇▇▇▇▇▇▇▇▇) that are not specifically attributable to either the Subleased Premises or the remainder of the Main Premises, shall be deemed attributable to the Subleased Premises and included in Additional Rent in the same proportion as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Subleased Premises by bears to the rentable area of the Main Premises leased (“Subtenant’s Share”, which, for the purposes of this Sublease, the parties agreed shall be deemed to be 24.21%). For purposes of this Sublease, Operating Costs shall, in addition to those amounts payable under Section 5.2 of the ▇▇▇▇▇▇▇▇▇, include those costs that are incurred by Master Sublandlord to the extent such costs would be permitted as Operating Costs had they been charged by Overlandlord. Operating Costs shall include the costs of the services provided by Sublandlord pursuant as more particularly set forth on Schedule 6(a) hereto (“Sublandlord Services”). Notwithstanding anything to the Master contrary in the Lease or this Sublease, the commercially reasonable management fees incurred by Sublandlord (not to exceed 3% of gross rents from the property, plus reimbursable) in connection with the operation and maintenance of the Subleased Premises shall be included in Operating Costs and Subtenant shall pay Subtenant’s Share of the same. For purposes of this Sublease, “Additional Rent” means any and all sums (whether or not specifically designated as “Additional Rent” in this Sublease), other than Monthly Base Rent, that Subtenant is or becomes obligated to pay to Sublandlord under this Sublease. In Subtenant shall have the event right to inspect, at reasonable times and in a reasonable manner, during the rentable area ninety (90) day period following the delivery of Sublandlord’s statement of the Premises or actual amount of Operating Costs, such of Sublandlord’s books of account and records as pertain to and contain information concerning such costs and expenses in order to verify the area amounts thereof. Subtenant agrees that any information obtained during an inspection by Subtenant of the premises leased pursuant to the Master Sublease Sublandlord’s books of account and records shall be changed during the Termkept in confidence by Subtenant and its agents and employees and shall not be disclosed to any other parties, then the Sublease Share shall be recalculatedexcept to Subtenant’s attorneys, accountants and other consultants. All payments under this Section 4.2 shall be due from Any parties retained by Subtenant to Sublandlord no fewer than five (5) days prior to inspect Sublandlord’s books of account and records shall not be compensated on a contingency fee basis. If Subtenant shall not dispute any item or items included in the date upon which Sublandlord's payment determination of Operating Expenses and/or Additional Rent is due for a particular Sublease Year by delivering a written notice to Sublandlord generally describing in reasonable detail the Master Sublandlordbasis of such dispute within sixty (60) days after the statement for such year was delivered to it, provided that Subtenant shall be deemed to have been billed therefor at least ten (10) days prior to approved such due date (which bill ▇▇▇ll be accompanied by a copy statement. During the pendency of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord any dispute over Operating Expenses, Subtenant shall refund to Subtenant any overpayment by Subtenant pay, under protest and without prejudice, Subtenant’s Share of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received Costs as calculated by Sublandlord under the Master SubleaseSublandlord.

Additional Rent. During the Sublease Term, if Sublandlord shall be charged for additional rent or other sums pursuant to any of the provisions of the Master Lease, including, without limitation, “Operating Expenses”, as defined in Section 7.2 of the Master Lease, and real property taxes, as set forth in Section 6.2 of the Master Lease (but excluding real property taxes arising from improvements performed by Sublandlord to any portion of the Master Premises outside the Subleased Premises after the Execution Date hereof), as each is incorporated herein by reference, but excepting those sums incurred by Sublandlord as a result of Sublandlord’s breach of the Master Lease not caused by Subtenant, Subtenant shall pay, as “Additional Rent,” 100% of such additional rent or sums that in Sublandlord’s reasonable opinion should be allocated solely to the Subleased Premises, and if in Sublandlord’s reasonable opinion the same cannot reasonably be so allocated, then 29.44% (the 17,948.92 rentable square feet of Sublease Premises divided by the 60,967 rentable square feet in the Master Premises) of those charges that relate generally to the Master Premises (as applicable, “Subtenant’s Share”); provided, however, that Subtenant shall be entitled to Subtenant’s Share of any refund of such additional rent or sums received by Sublandlord from Master Landlord in accordance with Section 7.4 of the Master Lease or of any refund of real property taxes paid pursuant to Section 6.2 of the Master Lease if Subtenant paid Subtenant’s Share of such real property taxes. In the event of any further subletting of any portion of the Master Premises and a modification of the Common Area, Subtenant’s Share may be recalculated by Sublandlord. If Subtenant shall procure any additional services from Master Landlord, or if additional rent or other sums are incurred by Sublandlord as Tenant under the Master Lease for Subtenant’s sole benefit, Subtenant shall pay 100% of the cost thereof and shall, within ten (10) says of demand therefor, make such payment to Sublandlord or Master Landlord, as Sublandlord shall direct, and such charges shall not be prorated between Sublandlord and Subtenant. Any other rent or other sums payable by Subtenant under this Sublease shall constitute and be due as Additional Rent. All Additional Rent that is payable to Sublandlord shall be paid at the time and place that Base Rent is paid, except as otherwise provided in this Sublease. Sublandlord will have the same remedies for a default in the payment of any Additional Rent as for a default in the payment of Base Rent. Together, Base Rent, Additional Rent and any other sums due hereunder from Subtenant are sometimes referred to in this Sublease as “Rent”. In the event of damage to the Subleased Premises, Rent shall ▇▇▇▇▇ proportionately under this Sublease to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent rent abates under the Master Lease. Notwithstanding anything to the contrary contained in this Sublease, Subtenant shall not be required to pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesadditional rent due from, or that arises perform any obligation of, Sublandlord as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent Tenant under the Master Sublease. SimilarlyLease, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect that is (i) fairly allocable to any cost to repair the building at 1565 Charleston so long as such building is a part period of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease time prior to the extent Start Date, or (ii) payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received default by Sublandlord as Tenant under the Master Lease not caused by a default by Subtenant under this Sublease.

Additional Rent. If (a) Tenant shall pay and discharge, as additional rent (collectively, “Additional Rent”) the following costs and expenses: (i) except as otherwise specifically provided herein, all Costs of Tenant, Landlord (including Costs of Landlord’s and Lender’s counsel and Landlord’s and Lender’s reasonable internal Costs; provided, Landlord’s reasonable internal Costs shall be equal to Landlord’s actual Costs and set out in an invoice delivered to Tenant and Landlord’s internal Costs shall exclude those internal costs and expenses associated with the day-to-day management by Landlord of this Lease) and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of the Leased Premises, (B) the performance of any of Tenant’s obligations under this Lease, (C) any sale or other transfer of the Leased Premises to Tenant under this Lease, including Costs incurred in connection with the payment of a Prepayment Premium, (D) any Condemnation proceedings, (E) the adjustment, settlement or compromise of any insurance claims involving the Leased Premises, (F) the prosecution, defense or settlement of any litigation involving or arising from the Leased Premises, this Lease, or the sale of the Leased Premises to Landlord, (G) the exercise or enforcement by Landlord of any of its rights under this Lease, (H) the preparation, negotiation and execution of this Lease (to the extent that Sublandlord not paid by Tenant at Closing pursuant to the Purchase and Sale Agreement), (I) any amendment or supplement to or modification or termination of this Lease requested by Tenant or necessitated by any action of Tenant, including without limitation, any default by Tenant in the performance of any of its obligations under this Lease, (J) any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of Tenant, or the review and monitoring of compliance by Tenant with the terms of this Lease and applicable Law, (K) Tenant’s failure to act promptly in an emergency situation, (L) the wire transfers of Rent payments, and (M) all other items specifically required to be paid by Tenant under this Lease; (ii) if all or any portion of any installment of Basic Rent is obligated due and not paid by the applicable Basic Rent Payment Date, an amount (the “Late Charge”) equal to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight five percent (585%) of all the amount of such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties unpaid installment or portion thereof to reimburse Landlord for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, its Costs and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable inconvenience incurred as a result of services requested Tenant’s delinquency, notwithstanding the foregoing, before the Late Charge is incurred as provided herein, Tenant shall have one (1) grace period of three (3) days once per calendar year during the Term but following the expiration of such grace period and/or if Tenant should breach such obligation again during such calendar year, then no grace period shall apply and any Late Charge(s) shall be immediately due and payable (note that the foregoing is not and shall not constitute a grace period for failure to pay any installment of Basic Rent as required herein and such grace period as provided in this subsection (ii) only relates to the date on which the Late Charge is incurred and payable); (iii) a sum equal to any additional amounts (including any late charge in excess of the amount payable under clause (ii) above for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, default penalties, interest in excess of amounts payable under clause (iv) below for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, and fees of Lender’s counsel) which are payable by Landlord to any Lender under any Note by reason of Tenant’s late payment or consumed non-payment of Basic Rent or by Subtenant reason of an Event of Default; and (iv) interest, from the date of delinquency, at the rate (the “Default Rate”) of five percent (5%) over the Prime Rate per annum on the Sublease Premises. The Sublease Share is calculated following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of payment thereof by dividing Landlord, and (C) all other overdue amounts of Additional Rent, from the rentable area date when such amount becomes due. (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) on the earlier of (A) demand for payment by Landlord or (B) when the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord same shall become due; provided that amounts which are billed to Sublandlord pursuant Landlord or any third party, but not to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease Tenant, shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than paid within five (5) days prior to Business Days after Landlord’s demand for payment thereof, and (ii) any other Additional Rent, on the date upon which Sublandlord's payment earlier of Operating Expenses and/or (A) demand by Landlord or (B) within five (5) Business Days after the due date. All payments of Additional Rent and all other Monetary Obligations shall be paid by wire transfer (or Automated Clearing House, as applicable) pursuant Paragraph 6(b). (c) In no event shall amounts payable under Paragraphs 7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the maximum amount permitted by applicable Law. (d) Landlord and Tenant agree that each provision of this Lease for determining charges amounts and other Additional Rent payable by Tenant is due commercially reasonable and, as to each such charge or amount, constitutes a “method by which the Master Sublandlordcharge is to be computed” for purposes of Section 93.012 of the Texas Property Code, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill Section was originally enacted by House ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith)2186, 77th Legislature. Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseACCORDINGLY, TENANT VOLUNTARILY AND KNOWINGLY WAIVES ALL RIGHTS AND BENEFITS, IF ANY, AVAILABLE TO TENANT UNDER SECTION 93.012 OF THE TEXAS PROPERTY CODE, AS SUCH SECTION NOW EXISTS OR AS IT MAY BE HEREAFTER AMENDED, SUCCEEDED AND/OR RENUMBERED.

Additional Rent. If The parties acknowledge and agree that the Leases are on a “triple net” basis, with amounts collected from the Lessees for the Property as additional rent being applied to (or accrued for) the payment of taxes, assessments and operating expenses for the Property on a cash basis. Therefore, additional rent for such operating expenses (including all amounts accrued for real estate taxes) that have been received by Seller and are applicable to Buyer’s period of ownership on a cash basis, less amounts paid through the Close of Escrow, shall be credited to Buyer upon the Close of Escrow. With respect to any vacant spaces at the Property for the one year period prior to the Close of Escrow, the Seller shall be responsible for including in the credit of additional rent of such operating expenses all amounts that would have been received by Seller had such vacant space(s) been leased to tenants on the same triple-net basis as the other spaces and otherwise subject to the provisions set forth in the immediately preceding sentence. The aforementioned proration provisions assume that there is no deficiency in the amounts collected by Seller for additional rent from the tenants of the Property to satisfy obligations through the Close of Escrow. To the extent there is any deficiency, Buyer will collect such amounts (other than the amounts attributable to Seller for any vacant spaces) from the applicable tenants in the same manner as rent that Sublandlord is obligated needs to pay Operating Expenses and/or Additional Rent be collected after the Close of Escrow under Section 11(c) hereof. Buyer shall then be responsible for reconciling with each of the Lessees under the Master SubleaseLeases at the end of the year or other period as appropriate any overpayments or deficiencies (other than as provided immediately above) for such amounts. The prorations referenced above shall be initially performed at the Close of Escrow but shall be subject to further adjustment and proration in cash after the Close of Escrow as and when complete and accurate information becomes available, Subtenant shall pay if such information is not available at the Close of Escrow (except with respect to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"vacant spaces). Notwithstanding Sellers and Buyer agree to cooperate and use their commercially reasonable efforts to make such adjustments not later than one hundred twenty (120) days after the foregoingClose of Escrow (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property taxes and special assessments) payable by Lessees under the Sublease Share Leases) and shall again cooperate to make any additional adjustments that may be equitably adjusted by the required in connection with any year end reconciliations made in connection with any Lease requirements. The parties for shall immediately pay any item of Operating Expenses or Additional 4 Rent amounts that relates to or benefits the Sublease Premises disproportionately as compared to the balance are owing following Seller’s delivery of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenantreconciliations provided above. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% The foregoing reconciliation provisions shall specifically apply with respect to any cost invoices received by Seller subsequent to repair the building located on Close of Escrow that are in the Sublease Premises that is payable name of Seller, relate to the Property (and would be subject to reimbursement as an Operating Expense or Additional Rent part of additional rent under the Master Sublease. SimilarlyLeases), and again as an example only, the Sublease Share payable are paid by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseSeller.

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent as Additional Rent, "Subtenant's Share" (58%as hereinafter defined) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ and other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received charges incurred by Sublandlord under the Master Prime Lease, including without limitation all "Costs of Electricity" "Expenses Increases", and "Tax Increases", as defined in the Prime Lease (hereinafter referred to, collectively, in this Sublease as "Building Expenses") for each calendar year or portion thereof included in the Sublease Term; provided, however, that Subtenant shall not be required to make any payments on account of additional rent or other charges incurred by Sublandlord under the Prime Lease which are attributable solely to the portion of the Leased Premises not subleased by Subtenant hereunder, or which are attributable to Sublandlord's default or breach under the Prime Lease (except to the extent such default or breach is due to a default or breach by Subtenant of this Sublease); provided, further, for purposes of determining Subtenant's Share of Building Expenses, the "Real Estate Tax Base Year" under the Prime Lease shall be the period beginning on July 1, 2002 and ending on June 30, 2003 and the "Operating Costs Base Year" under the Prime Lease shall be the period beginning on January 1, 2002 and ending on December 31, 2002. As used herein "Subtenant's Share" shall mean the fraction, the numerator of which is the number of rentable square feet leased to Subtenant hereunder (32,665) and the denominator of which is the number of square feet leased to Sublandlord by Landlord under the Prime Lease (48,876). For all purposes of this Sublease, Subtenant's Share shall be 66.83%. Within fifteen (15) days after Sublandlord has received from Landlord the "Expense Statement" and the "Tax Statement" (as defined in the Prime Lease) for the preceding calendar year (or portion thereof) included in the Sublease Term, Sublandlord shall delivery a copy thereof to Subtenant, together with a statement showing Building Expenses (i) for the calendar year just ended, which statement shall be based upon information supplied to Sublandlord by Landlord, (ii) an estimate of Building Expenses for the then-current calendar year, and (iii) Subtenant's Share thereof. Subtenant shall pay to Sublandlord on the first day of each month, in advance, as Additional Rent, an amount equal to 1/12th of the amount shown on the most recent statement of Sublandlord's estimate of Subtenant's Share of Building Expenses for the then-current calendar year. Such payments shall not bear interest and may be commingled by Sublandlord with any other funds of Sublandlord. If the total amount paid by Subtenant in accordance with (ii) above on account of Subtenant's Share of Building Expenses for any calendar year (or portion thereof) included in the Sublease Term (a) exceeds the amount due herefore as shown on Sublandlord's statement delivered after the end of such year, such excess shall be credited against the monthly installments of Rent next due (or refunded to Subtenant if the Sublease Term has expired), or (b) is less than the amount due herefore as shown on Sublandlord's statement delivered after the end of such calendar year, then Subtenant shall pay the difference to Sublandlord within thirty (30) days after receipt of such statement from Sublandlord. Subtenant's and Sublandlord's rights and obligations under this Section 4.b. with respect to the last calendar year (or portion thereof) included in the Sublease Term shall survive the expiration or termination of this Sublease.

Additional Rent. If and In addition to the extent that Sublandlord is obligated Basic Rent to be paid by Sublessee, --------------- Sublessee shall pay Operating Expenses and/or to Sublessor, during the Term of this Sublease, as additional rent (hereinafter "Additional Rent Rent"): A. One hundred (100%) percent of the Landlord's Tax Costs due from Sublessor to Landlord under the Master SubleaseLease except that the Base Tax Year shall be the City of Waltham fiscal year beginning July 1, Subtenant 1995 and ending June 30, 1996. B. One hundred (100%) percent of the Landlord's Operating Costs due from Sublessor to the Landlord under the Master Lease except that the Base Operating Costs shall be Landlord's Operating Costs for calendar year 1996. C. As Additional Rent, $0.85 (85(cent)) per square foot per year for electricity charges for the Demised Premises. D. All other rent, additional rent, costs, charges and expenses which Sublessor is required to pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during Landlord under the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% Master Lease with respect to any cost to repair the building located on the Sublease Demised Premises that is payable as an Operating Expense only. Upon receipt of Landlord's Statement or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord Landlord's Tax Statement from Landlord pursuant to the Master Sublease. In the event the rentable area provisions of Section 4.2 of the Premises Master Lease, Sublessor shall deliver such Statement to Sublessee with a detailed description of Sublessee's share of Additional Rent. Sublessor and Sublessee agree that at the end of each fiscal year for Operating Costs, and each Tax Year for Tax Costs, an appropriate payment or the area of the premises leased pursuant to the Master Sublease refund shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than made within twenty-five (525) days prior after Sublessor delivers to the date upon which SublandlordSublessee Landlord's payment of Operating Expenses and/or Additional Rent is due to the Master SublandlordStatement or Landlord's Tax Statement, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseas applicable.

Additional Rent. (a) Tenant shall (i) pay all charges for water, sewer, and electricity used by Tenant during the Term of this Lease and metering therefor; (ii) pay all telephone charges; and (iii) be responsible for the prompt and sanitary storage of Tenant’s refuse and rubbish in the Premises. (b) Any amounts required to be paid by Tenant hereunder 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 rent reserved hereunder. Any failure on the 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 non-payment of rent. Tenant’s failure to object to any statement, invoice or billing rendered by the Landlord within a period of one hundred eighty (180) days after receipt thereof shall constitute Tenant’s acquiescence with respect thereto, and such statement, invoice or billing shall thereafter be deemed to be correct and shall be an account stated between Landlord and Tenant, provided, however, that Tenant shall have the right to object to a subsequent unrelated statement, invoice, or billing. If Tenant requests that Landlord prepare, review, or execute any document, consent or waiver in connection with this Lease or otherwise, Tenant shall be obligated to pay to Landlord, as Additional Rent, a fee in the amount set forth on the fee schedule attached hereto as Exhibit F, to compensate Landlord for the cost of reviewing and processing any such request, and Landlord shall not be obligated to process any such request of Tenant until Tenant has paid Landlord the applicable processing fee. Nothing herein shall be deemed to require that Landlord consent to, execute or approve any document, consent or waiver submitted to Landlord by Tenant notwithstanding Tenant’s payment of the applicable processing fee. Landlord acknowledges and agrees that Landlord’s fee schedule set forth on Exhibit F shall not apply to processing a Tenant objection to any statement, billing, or invoice rendered by Landlord pursuant to this Lease. (c) Payment by Tenant of a lesser amount than shall be due and shall be deemed to be payment on account, and shall not constitute an accord and satisfaction with respect to the underlying obligation. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon any f▇▇▇▇▇ accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which it may have against the Tenant. In addition to all liens upon and rights of setoff or recoupment against any money or property of Tenant by law, Landlord shall have, to the extent that Sublandlord is obligated permitted by law, a contractual security interest in and a right of setoff against all deposits, moneys or other property of Tenant now or hereafter in the possession of or on deposit with Landlord. Each such’ security interest or right of setoff may be exercised without demand upon or notice to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) Tenant. No security interest or right of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share setoff shall be equitably adjusted deemed to have been waived by the parties for any item of Operating Expenses act or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located conduct on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part Landlord or by any neglect to exercise such right of the Sublease Premisessetoff or to enforce such setoff and/or security interest or by any delay in so doing. Any reasonably adjustment Every right of setoff and/or security interest shall continue in the Sublease Share full force and effect until such right of setoff and/or security interest is expressly waived or released by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed an instrument in writing executed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseLandlord.

Additional Rent. If (a) Subtenant shall pay, in addition to Base Rent, its Proportionate Share (as hereinafter defined) of the (a) Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the Operating Cost Base Year, and (b) Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such excess amounts, the term "Operating Cost Base Year" shall be calendar year 2005 and "Tax Base Year" shall be fiscal tax year 2005; Operating Costs shall be appropriately adjusted to 95% occupancy when establishing the Base Year. At the time that Sublandlord notifies Subtenant of the amount of Additional Rent, Sublandlord shall provide Subtenant with copies of any appropriate supporting documentation provided by Prime Landlord setting forth the amount said excess Operating Expenses and Taxes. Subtenant shall have the right to exercise Sublandlord's audit rights pursuant to Article 9.3(b) of the Prime Lease with respect to the extent Demised Premises; provided that Sublandlord is obligated shall have no obligation to pay Operating Expenses and/or Additional Rent conduct any independent audit. All payments due by Subtenant under this Section 7(a) shall be made on the same day as comparable payments are due by Sublandlord under the Master Prime Lease. Subtenant's obligations hereunder shall survive the expiration of the Sublease. Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to the Rentable Area set forth in paragraph 1 of this Agreement of Sublease, Subtenant shall pay to Sublandlorddivided by 74,426 square feet (provided, fifty-eight percent (58%) however, that if less than 95% of all such amounts payable the Building is occupied by tenants at any time during the term of this Sublease (including during the "Sublease Share"Operating Cost BaseYear). Notwithstanding , then the foregoing, the Sublease Share cleaning charges for such period shall be equitably adjusted extrapolated by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared Sublandlord to the balance estimated cleaning charges that would have been incurred if the Building had been at least 95% occupied by tenants; and such extrapolated amount shall for the purposes hereof be deemed to be the amount of the Premisescleaning charges for such period). (b) Subtenant shall also pay as Additional Rent, or that arises as commencing on the result Commencement Date, one hundred percent (100%) of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% all electricity charges with respect to the Building, and one hundred percent (100%) of any cost other utility charges to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent extent required under the Master SubleasePrime Lease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five such charges within thirty (530) days prior to the date upon which of receipt of billing from Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. (a) If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. If such assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, Tenant shall also provide Landlord with a copy of such evidence that such Real Estate Taxes were paid. Nothing in this Lease shall obligate Tenant to pay any estate, inheritance, franchise, income or similar taxes of Landlord nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the foregoing, Tenant shall deposit with Landlord, no later than thirty (30) days prior to the end of the Lease Term, an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Sublandlord is obligated Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord shall segregate all such deposits from its other funds and use such deposits solely to pay Operating Expenses such Real Estate Taxes and accrued liabilities as they come due. All collecting authorities shall be instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority -6- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or Additional Rent contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties) under any Law now or hereafter applicable to the Master SubleaseDemised Properties; provided, Subtenant however, that Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any and all documents approved by Landlord and reasonably required in connection therewith, and, to the extent required by the collecting authority, agrees to file at Tenant’s request any action or proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the extent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to Sublandlordthe applicable service providers, fifty-eight percent (58%) the cost of all such amounts payable during utility services provided to the term of this Sublease (Demised Properties throughout the "Sublease Share")Lease Term. Notwithstanding the foregoing, upon the Sublease Share occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be equitably adjusted by used only for the parties payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any item of Operating Expenses and all penalties or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesinterest, or that arises as the result of the negligence portion thereof, paid or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease incurred by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease relating to the Demised Properties in the nature of a sales tax, franchise taxes (subject to Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the like, whether imposed by a federal, provincial or local taxing authority (including, without limitation, goods and services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord tax and harmonized sales tax payable pursuant to the Master SubleaseExcise Tax Act (Canada)). In To the event the rentable area of the Premises or the area of the premises leased pursuant extent permitted by applicable Law, Tenant may pay any such tax directly to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlordtaxing authority, provided that Subtenant shall have been billed therefor at least Tenant, within ten (10) days prior after any such payment, delivers to Landlord written evidence reasonably satisfactory to Landlord that such due date payment has been made. For the avoidance of doubt, Tenant shall not be responsible for (which bill ▇▇▇ll be accompanied i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by a copy of Master Sublandlord's bill ▇▇▇ other material furnished net income or net worth or relating to Sublandlord in connection therewith). Sublandlord shall refund properties owned by Landlord and not applicable to Subtenant this Lease, or (iii) any overpayment by Subtenant of Operating Expenses and/or Additional Rent transfer taxes imposed with respect to the extent sale, exchange or other disposition by Landlord, in whole or in part, of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseDemised Properties or Landlord’s interest in this Lease.

Additional Rent. If All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease), shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor its pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises (31,157/109,237) (“Pro Rata Share”), within thirty (30) days of request by Sublessor (but no earlier than the due date under the Master Lease), of the cost of utilities (to the extent that Sublandlord is obligated such utilities are not separately metered or sub-metered to the Subleased Premises, in which case Sublessee shall pay Operating Expenses and/or Additional Rent only the separately metered or sub-metered amounts), under Section 6.2 of the Master SubleaseLease, Subtenant as incorporated herein. Sublessee shall also pay to Sublessor, within thirty (30) days of request by Sublessor, Sublessee’s Pro Rata Share of Sublessor’s actual out-of-pocket costs of performing any repairs or maintenance or providing other services that benefit the Subleased Premises or Shared Areas (such as maintenance of any systems therein and providing janitorial service and utilities to the shared lobby), and shall pay to Sublandlord, fifty-eight percent (58%) the entire cost of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of extent supplied solely or disproportionately to Sublessee or due to the Premisesmisuse or excess use or negligence, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach violation of this Sublease by Sublandlord Sublessee or Subtenantits agent, employee or contractor. As an example but not For the avoidance of doubt, Sublessee shall be responsible for the entire cost of operating the air handlers serving the labs in limitation of the generality of the foregoing, the Sublease Share Subleased Premises. Sublessee shall also pay any gross receipts or rent tax payable by Subtenant would be 100% with respect to any cost to repair this Sublease and all costs directly incurred by or at the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% request of Sublessee with respect to any cost to repair the building at 1565 Charleston so long as such building is a part its use of the Subleased Premises but not part of the Sublease Premisesor Shared Areas. Any reasonably adjustment in the Sublease Share by Sublandlord All such amounts shall be rebuttably presumed to be correct. In addition, Subtenant shall pay deemed additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises(“Additional Rent”). The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease Base Rent and Additional Rent hereinafter collectively shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant referred to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseas “Rent”.

Additional Rent. If and to Commencing on the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under earlier of: (i) the Master SubleaseDelivery Date for each Building or (ii) the Commencement Date for the applicable Building, Subtenant shall pay to Sublandlord, fifty-eight percent as additional rent (58%) of “Additional Rent”), all Additional Charges (as defined in the Prime Lease), including but not limited to Real Estate Taxes, Expenses, and all other such amounts payable during by Sublandlord under the term of this Sublease Prime Lease allocable to such Building, and, following the Building 20 and 21 Commencement Date for the entire Demised Premises (the "Sublease Share"excluding Specific Default Charges). Notwithstanding the foregoingAs used herein, the Sublease Share “Specific Default Charges” shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared mean, to the balance extent not caused in whole or in part by Subtenant’s default hereunder, any amounts resulting solely from a default by Sublandlord under the Prime Lease and identified in a notice of default delivered by Prime Landlord to Sublandlord, which amounts may include, without limitation, any late fees or interest payable by Sublandlord pursuant to Section 4(e) of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or SubtenantPrime Lease. As an example but not in limitation of Without limiting the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to Sublandlord, as Additional Rent, all charges for (i) alterations (excluding charges for alterations made by Sublandlord prior to the extent date hereof), (ii) all amounts payable as a result of services requested or consumed to by Subtenant on pursuant to Section 2(c) of the Sublease Work Letter Agreement attached as Exhibit B hereto, (iii) any additional services provided to the Demised Premises or otherwise in connection with the Prime Lease, including, without limitation, charges and fees for after-hours heating and air conditioning services, if any, and (iv) all costs for electricity consumed at the Demised Premises. The Sublease Share is calculated Sublandlord shall provide Subtenant with copies of all relevant statements and bills received by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area applicable provisions of the Premises or the area Prime Lease. Subtenant shall pay one-twelfth of the premises leased annual Expenses and Real Property Taxes, as defined and estimated pursuant to Article 4 of the Master Sublease shall be changed during the TermPrime Lease, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer together with each monthly payment of Base Rent subject to annual reconciliation in accordance with Section 4(c)(3) of the Prime Lease. Notwithstanding the foregoing, if the Prime Lease requires Sublandlord to pay Expenses or Real Estate Taxes other than five on a monthly basis based on estimates of such costs, Subtenant shall make payments of each element of Expenses or Real Estate Taxes on the later of (5i) two (2) business days prior to the date upon on which Sublandlord's payment Sublandlord is obligated to pay the applicable sum under the Prime Lease (only if the applicable element of Operating Expenses and/or Additional Rent Real Estate Taxes is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received payable by Sublandlord under the Master Prime Lease), or (ii) twenty (20) business days after receipt of a statement from Sublandlord setting forth the amount of Real Estate Taxes and/or Expenses due. Subtenant shall pay all other Additional Rent within twenty (20) business days after receipt of an invoice therefore from Sublandlord. Subtenant’s obligation to pay Additional Rent shall survive the expiration or earlier termination of this Sublease.

Additional Rent. If and to (a) Commencing on the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseCommencement Date, Subtenant shall pay pay, in addition to SublandlordBase Rent, fifty-eight percent its Proportionate Share (58%as hereinafter defined) of all the (a) Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the OPERATING COST BASE YEAR ("grossed up" to reflect Operating Costs for a fully occupied Building), and (b) Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the TAX BASE YEAR (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such amounts payable excess amounts, the term "Operating Cost Base Year" shall be calendar year 2004, and "Tax Base Year" shall be fiscal tax year 2005 (July 1, 2004 - June 30, 2005). Sublandlord shall provide Subtenant with copies of any appropriate backup provided by Prime Landlord setting forth the amount of said Operating Expenses and Taxes. Subtenant shall have the right to exercise Sublandlord's audit rights pursuant to Article 9.3(b) of the Prime Lease with respect to the Demised Premises; provided that Sublandlord shall have no obligation to conduct any independent audit. All payments due by Subtenant under this Section 7(a) shall be made on the same day as comparable payments are due by Sublandlord under the Prime Lease. Any disputes between Sublessor and Subtenant concerning the Additional Rent shall not be subject to arbitration unless both parties agree otherwise in writing. Subtenant's obligations hereunder and Sublandlord's obligations concerning any overpayment of Additional Rent by Subtenant shall survive the expiration of the Sublease. Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to the Rentable Area set forth in paragraph 1 of this Agreement of Sublease, divided by 77,666 square feet (provided, however, that if less than 95% of the Building is occupied by tenants at any time during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share cleaning charges for such period shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to extrapolated by Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided estimated cleaning charges that Subtenant shall would have been billed therefor incurred if the Building had been at least ten (10) days prior 95% occupied by tenants; and such extrapolated amount shall for the purposes hereof be deemed to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent amount of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasecleaning charges for such period).

Additional Rent. If and to the extent Sublessee acknowledges that Sublandlord Sublessor is obligated to pay Operating Expenses and/or to Landlord all amounts provided for in Section 4(b) of the Lease ("Additional Rent"). Sublessee agrees to pay to Sublessor as Additional Rent hereunder (i) its Pro Rata Share of all such Additional Rent charged to Sublessor by Landlord under the Master SubleaseLease, Subtenant provided however, that (A) with respect to such Additional Rent payable in connection with HVAC, electricity, water and gas costs, Sublessee shall pay to Sublandlord, fifty-eight Sublessor seventy percent (5870%) of such Additional Rent allocable to the Building, and (B) with respect to all other components of such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoingAdditional Rent, the Sublease Sublessee's Pro Rata Share shall be equitably adjusted thirty-four percent (34%), and (ii) any and all other costs and expenses Sublessor incurs, as a result of Sublessee's use of Building services that are in excess of Sublessee's Pro Rata Share of those services provided to Sublessor by Landlord under the parties for Lease, and (iii) any item other costs and expenses incurred by Sublessor under the Lease, as a result of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance arising out of Sublessee's use and occupancy of the Premises, regardless of whether such excess costs arise under the Lease or that arises as otherwise. Sublessee shall pay such Additional Rent in accordance with the result terms for payment set forth in the Lease. Sublessee shall have the right to verify Additional Rent through periodic review of Sublessor's records in accordance with the terms and conditions of Paragraph 4(c) of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employeesLease with each reference therein to "Landlord," "Tenant," and "Lease" being deemed to refer to Sublessor, agents or invitees or a breach of Sublessee and this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoingSublease, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaserespectively.

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be sums due from Subtenant to Sublandlord no fewer or to any third party under the terms of this Sublease (other than five Base Rent) shall be additional rent (5) days prior “Additional Rent”), including, without limitation, the FF&E Charges and any charges, as they relate to the date upon which Subleased Premises during the Sublease Term, that are billed to Sublandlord by Master Landlord or a third party other than costs under Exhibit C of the Master Lease Agreement or charges (such as late charges) assessed as a result of Sublandlord's payment ’s requests for special services not requested by Subtenant or costs or Sublandlord’s failure to comply with the Master Lease Agreement, unless such failure was caused by Subtenant. Subtenant shall be responsible for paying, as Additional Rent, Subtenant’s Share of the charges for “Operating Expenses,” as defined in Section 5 of the Master Lease Agreement, and “Taxes,” as defined in Section 9 of the Master Lease Agreement. As used herein, Subtenant’s Share of Operating Expenses and/or for the Building shall be the rentable square footage of the Subleased Premises divided by the rentable square footage of the Building, and is estimated to be 9.24%, subject to adjustment pursuant to Section 5 of the Master Lease Agreement. All Additional Rent that is due payable to Sublandlord shall be paid at the time and place provided herein for payment of Base Rent, except as otherwise provided in this Sublease or instructed by Sublandlord in writing or set forth in the Master SublandlordLease Agreement. Sublandlord will have the same remedies for a default in the payment of any Additional Rent as for a default in the payment of Base Rent. Together, provided that Base Rent, Additional Rent and any other sums due hereunder from Subtenant are sometimes referred to in this Sublease as “Rent”. Any time Rent abates under the Master Lease Agreement, Rent otherwise required to be paid to Sublandlord under this Sublease (and not waived hereunder) shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent proportionally to the extent Subtenant is prevented from, and does not actually use the Subleased Premises as set forth in the Master Lease Agreement, as incorporated herein. Subtenant shall be entitled to all credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of such amounts, to the extent that such payments relate to the Subleased Premises. Upon Subtenant’s reasonable request and at Subtenant’s expense, Sublandlord shall exercise its right to audit Operating Expenses under Section 5 of the Sublease Share of reimbursement received by Sublandlord under Master Lease Agreement and share the Master Subleaseresults with Subtenant.

Additional Rent. If All monies other than Sublease Rent required to be paid by Sublessee under this Sublease, including without limitation, any amounts payable by Sublessee or Sublessor to Master Lessor with respect to the Subleased Premises as set forth in this Sublease shall be deemed additional rent (“Additional Rent”) Sublessee shall reimburse Sublessor, within fifteen (15) days of receipt of invoice therefor (and which shall in no event be due before such amounts are due to be paid by Sublessor to Master Lessor), for the following: (i) Sublessee’s pro-rata share of Common Area Maintenance Charges due and owing to Master Lessor pursuant to Insert 4.3 to the Master Lease; (ii) Sublessee’s pro-rata share of the insurance payments owed to Master Lessor under Section 8.1 of the Master Lease, (iii) Sublessee’s pro-rata share of Real Property Taxes due and owing to Master Lessor pursuant to Article 10 of the Master Lease; and (iv) any other fees, charges or other sums payable with respect to the Subleased Premises for: (a) excess, after-hours or supplemental electrical or heating, ventilating or air conditioning service supplied to the Subleased Premises to the extent that Sublandlord actually charged by Master Lessor to Sublessor; (b) services or benefits supplied to the Subleased Premises for which Master Lessor reserves any right to impose a fee or charge and which fee or charge is obligated actually imposed; (c) to reimburse Master Lessor or Sublessor for taxes on Sublessee’s personal property, equipment and fixtures located in or about the Subleased Premises during the Sublease Term to the extent actually charged by Master Lessor to Sublessor; (d) to pay Operating Expenses and/or Additional Rent for any damage to the Building resulting from the act or omission of Sublessee or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Sublessee’s agents, employees or invitees; and (e) damages recoverable due to a default under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as Lease which is the result of the negligence any default or willful misconduct failure of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of performance by Sublessee under this Sublease by Sublandlord and which are due and payable to Master Lessor or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correctSublessor. In addition, Subtenant no event shall pay additional rent payable under the Master Sublease to the extent payable as a result Sublessee be responsible for payments of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of they are: (i) not attributable to the Subleased Premises arising during the Sublease Share Term, or (ii) damages or expenses arising from the acts, omissions or negligence of reimbursement received by Sublandlord under the Master SubleaseSublessor. Sublease Rent and Additional Rent hereunder may collectively be referred to herein as “Rent”.

Additional Rent. If and (a) In addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Subleasefixed monthly rent provided for in Paragraph 3 hereof, Subtenant shall pay to Sublandlord, fifty-eight percent as additional rent hereunder, within a period that is three (58%3) of all business days less than the date such amounts payable during payment is due under the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoingLease, the Sublease Share in each case after written notice and demand, any other payments for which Sublandlord shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates become responsible to or benefits the Sublease Premises disproportionately as compared to the balance Landlord under Paragraph 4.2 of the PremisesLease, including payments arising (A) by reason of any act or that arises as the result omission of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employeesSubtenant, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoingincluding without limitation, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable payments accruing as a result of services requested any preparation of, or consumed alterations to, the Subleased Premises undertaken by Subtenant, or (B) as a result of Subtenant's default hereunder or by such default causing Sublandlord to be in default under the Lease. Subtenant on covenants to pay the Sublease Premises. The Sublease Share is calculated by dividing the rentable area additional rent when due, and in lawful money of the Sublease Premises United States. Any delay by Sublandlord in billing any sum set forth in this Paragraph 4 or in Paragraph 3 hereinabove shall not constitute a waiver of or in any way impair Subtenant's obligation to pay the rentable area same in accordance with the terms of this Sublease. (b) The fixed monthly rent, additional rent and other payments herein reserved or payable shall be paid to Sublandlord at: Teledyne, Inc. 1901 Avenue of the Premises leased by Master Stars, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Real Estate Department and/or at such other place as Sublandlord may designate from time to time in writing, in lawful money of the United States of America, as and when the same becomes due and payable, without demand therefor and without any deduction, set-off or abatement whatsoever, except as expressly permitted herein or permitted of Sublandlord under the Lease, and applicable on a pro-rated basis under this Sublease, as referenced in the last sentence of Subparagraph 12(b) below. (c) All adjustments of rent, costs, charges and expenses which Subtenant assumes, agrees or is obligated to pay to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master this Sublease shall be changed during deemed additional rent, and in the Termevent of nonpayment, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy the rights and remedies with respect thereto as are herein provided for in case of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent nonpayment of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasefixed monthly rent reserved hereunder.

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease(a) Commencing on January 1, 2005, Subtenant shall pay pay, in addition to SublandlordBase Rent, fifty-eight percent its Proportionate Share (58%as hereinafter defined) of all the (a) Operating Costs (as defined in the Prime Lease) which are in excess of the Operating Costs in the Operating Cost Base Year, and (b) Taxes (as defined in the Prime Lease) which are in excess of the Taxes in the Tax Base Year (both of which payments, in addition to those payments set forth in Section 7(b) and any other amounts due hereunder, are referred to as "ADDITIONAL RENT"). For purposes of calculating such amounts payable excess amounts, the term "Operating Cost Base Year" shall be calendar year 2004, and "Tax Base Year" shall be fiscal tax year 2004. Subtenant shall be responsible for its Proportionate Share of only the Operating Costs or Taxes billed to Sublandlord as a result of its leasing of the Building from the Prime Landlord (as opposed to any separate buildings in the Park that are part of the Prime Lease). All payments due by Subtenant under this Section 7(a) shall be made on the same day as comparable payments are due by Sublandlord under the Prime Lease. Upon Subtenant's request, Sublandlord shall provide Subtenant with copies of any appropriate backup provided by Prime Landlord setting forth the amount said excess Operating Expenses and Taxes. Subtenant's obligations hereunder shall survive the expiration of the Sublease. Subtenant's Proportionate Share with respect to the Demised Premises shall be equal to the Rentable Area set forth in Section 1 of this Sublease, divided by 77,666 square feet (provided, however, that if less than 95% of the Building is occupied by tenants at any time during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share cleaning charges for such period shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to extrapolated by Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided estimated cleaning charges that Subtenant shall would have been billed therefor incurred if the Building had been at least ten (10) days prior 95% occupied by tenants; and such extrapolated amount shall for the purposes hereof be deemed to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent amount of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasecleaning charges for such period).

Additional Rent. If (1) Beginning with the payment of Fixed Rent due for the 13th full calendar month of the Term, Sublessee shall pay to Sublessor, as Additional Rent, Sublessee's Proportionate Share, as hereinafter defined, of such amounts as Sublessor from time to time gives notice to Sublessee that Sublessor is obligated to pay to Landlord in respect of Operating Costs, including estimated payments thereof, under and pursuant to Section 4.2 of the Lease, but only to the extent such payments on an annualized basis, exceed, or are reasonably estimated by Sublessor to exceed, $9.50 per rentable square foot per year. Sublessee shall be entitled to Sublessee's Proportionate Share of any credit or refund as and when received by Sublessor, and shall pay Sublessee's (2) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be deemed to be and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, Sublessor shall have all of the rights and remedies provided herein (including, without limitation, those rights and remedies set forth in Section 10 hereof), at law or in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor of Fixed Rent and Additional Rent due hereunder, as well as any refund which may be due to Sublessee hereunder, and of other amounts payable by Sublessor to Sublessor under the Lease, as and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under incorporated herein and as modified hereby, shall survive the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term Expiration Date or earlier termination of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. A. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent additional rent under the Master SubleasePrime Lease to reimburse Prime Landlord for Taxes, Operating Expenses, common area maintenance charges or other expenses incurred by the Prime Landlord in connection with the Premises. Subtenant shall pay to Sublandlord, fifty-eight percent the percentage of such additional rent (58%) of all to the extent such amounts payable additional rent is attributable to events occurring during the term of this Sublease (Sublease) set forth in Section 1(M) as the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 Such payment shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent such additional rent is due to the Master SublandlordPrime Landlord, provided that Subtenant shall have been billed therefor at least ten fifteen (105) days prior to such due date (which bill ▇▇▇ll ▇ shall be accompanied by a copy of Master SublandlordPrime Landlord's bill ▇▇▇▇ and other material furnished to Sublandlord in connection therewith). . B. The Sublease Share provided for in Section 1(M) is calculated by dividing the rentable area of the Premises by the rentable area of the premises leased by Prime Landlord to Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent pursuant to the extent Prime Lease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share of reimbursement received shall be recalculated. C. The information set forth in the ▇▇▇▇ furnished to Subtenant as provided above shall be deemed approved by Sublandlord Subtenant unless, within thirty (30) days after submission to Subtenant, Subtenant shall notify SubLandlord that it disputes the correctness thereof, specifying the basis for such assertion. Subtenant shall also have the same rights as SubLandlord under the Master SubleasePrime Lease to dispute the amounts contained in Prime Landlords statement as provided in Section 4(h) of the Prime Lease.

Additional Rent. If and In addition to Monthly Base Rent, Sublessee shall --------------- pay to Sublessor Sublessee's percentage share ("Percentage Share", as defined below) of any amounts payable by Sublessor to Master Lessor pursuant to the extent that Sublandlord is obligated to pay Operating Expenses and/or Master Lease, including, without limitation, Additional Rent under (consisting of Taxes, insurance premiums, expenses and charges) as defined in Section 4.D. of the Master Sublease, Subtenant Lease. Sublessee's "Percentage Share" shall pay to Sublandlord, fiftybe twenty-four and eight tenths - percent (5824.8%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated which Percentage Shares was determined by dividing the total rentable area of the Sublease Subleased Premises by the total rentable area of the Premises leased by Master Sublandlord Premises. Sublessee also shall pay to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the TermSublessor as additional rent, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than within five (5) days prior to after receipt of Sublessor's invoices therefor, Sublessee's Percentage Share of Sublessor's costs for water, gas, electricity, sewer, waste pick-up and any other utilities serving the date upon which Sublandlord's Subleased Premises. Sublessee shall be responsible for payment of Operating Expenses and/or its own janitorial service and telephone, telecommunications and data communications charges. All monies required to be paid by Sublessee under this Sublease (except for Monthly Base Rent, as defined in Paragraph 4.A. above) shall be deemed additional rent ("Additional Rent"). Monthly Base Rent and Additional Rent is due hereinafter collectively shall be referred to as "Rent." Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay Sublessee's Percentage Share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising out of this Sublease or the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord Lease in connection therewith). Sublandlord with the Subleased Premises, such that Sublessor shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional receive, as a net consideration for this Sublease, the Monthly Base Rent to the extent of the Sublease Share of reimbursement received by Sublandlord payable under the Master SubleaseParagraph 4.A. hereof.

Additional Rent. If 3.1 The Fixed Rent includes water, electricity and to HVAC during the extent that Sublandlord is obligated hours provided for in the Prime Lease and garbage collection. Sublessee shall be responsible for its own cleaning, with contractors approved by the Prime Lessor. 3.2 From and after the Commencement Date and thereafter throughout the Te , Sublcssce covenants and agrees to pay Operating Expenses and/or as Additional Rent under the Master SubleaseRent, Subtenant shall pay to Sublandlordwithout set-off or deduction, fifty-eight (_%) percent (58%"Sublessee's Share") of all "Tenant's Share" (Sublessor's share of any increase in the real estate taxes payable by Sublessor under Article 32 of the Prime Lease), over and above the amount payable by Sublessor for the first fiscal year commencing July I, 20 16 and ending June 30, 20 17 (the "Base Tax Year") for each and every such amounts payable fiscal year or portion thereof thereafter during the term of this th is Sublease (hereinafter referred to as the "Sublease Share"Tenn11). Notwithstanding Sublessee shall deposit with Sublessor a "Security Deposit" with Sublessor in the foregoing, amount of Twenty Five thousand Five Hundred and 0011 00 ($25 ,500.00) Dollars for the Sublease Share shall be equitably adjusted by the parties for Demised Term. Sublessor may use any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises Security Deposit to satisfy any default of Sublessee and any expenses arising from such default, including but not part limited to, legal fees and any damages or rent deficiency. Sublessee shall, upon demand, deposit with Sublessor the full amount so used, in order that Sublessor shall have the full Security Deposit on hand at all times during the Term of this Sublease. Provided no event of default has occurred and is continuing, the Security Deposit will be returned to Sublessee within sixty (60) days of its vacation of the Sublease PremisesSubleased Premises in satisfacto1y condition at the expiration of the Term. Sublessor shall not be obligated to hold the Security Deposit in a segregated account. Any reasonably adjustment in and all interest which accrues on the Sublease Share by Sublandlord Security Deposit shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease inure to the extent payable as a result befit of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseSub lessor.

Additional Rent. If and to Beginning on the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseCommencement Date, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoingas Additional Rent, the Sublease Share set forth in Section 1(M) of all amounts payable by Sublandlord under Article 3 of the Prime Lease, adjusted so that Subtenant's payments shall be equitably computed as if the "Base Year for Expenses" (as defined in the Prime Lease) were calendar year 2010. Such payments shall be appropriately adjusted by the parties for any item partial period. Any such amounts shall be referred to as "Operating Expense Adjustments". Additional Rent payable pursuant to this Section shall be based upon statements or invoices received by Sublandlord. Subtenant shall not be liable for payments of Operating Expenses or Additional 4 Rent that relates to or benefits Expense Adjustments for a particular calendar year if not billed within three (3) years after the Sublease Premises disproportionately end of such calendar year. Subtenant shall also be responsible for all charges not billed under Operating Expense Adjustments such as compared to overtime HVAC charges, and other special services incurred at the balance of the Premisesrequest of, or that arises as the result on behalf of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable such charges to Sublandlord as Additional Rent upon receipt of an invoice for such charges on the same basis as such charges are billed under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the TermPrime Lease, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord and in any case no fewer than five (5) days prior to the date upon which Sublandlord's corresponding payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Prime Landlord. Subtenant shall not have been billed therefor the right to question the propriety of, timing of or the basis for any billing referred to in this Section 8 and Sublandlord shall be under no obligation to contest any such billing. Sublandlord shall, however, at least ten (10) days prior the written request of Subtenant, furnish to such due date (which bill Subtenant evidence of charges as provided to Sublandlord from Prime Landlord or otherwise. In addition, Subtenant shall reimburse Sublandlord for Sublandlord's actual costs related to any and all other expenses incurred as a result of Subtenant's occupancy of the Premises. These costs include, but are not limited to, after hours HVAC, supplemental HVAC, if any, additional janitorial services, day ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith)services, and electrical charges for supplemental electrical usage. Sublandlord acknowledges that if Subtenant and other occupants are using overtime or supplemental HVAC for which Prime Landlord imposes a single charge, then Subtenant shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent pay only its proportionate share, based on square footage, of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasecharges therefor.

Additional Rent. If and (a) Subtenant agrees to reimburse Sublandlord throughout the extent that Sublandlord is obligated to pay Sublease Term, as "Additional Rent" hereunder, for Subtenant's Share of the annual Operating Expenses and/or Additional Rent under the Master Sublease, (as defined below). Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least monthly within ten (10) days of delivery of an invoice therefor, the 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 (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 such due date (which bill ▇▇▇ll be accompanied by a copy the expiration of Master Sublandlord's bill ▇▇▇ other material furnished the Sublease Term. If any payments are estimated or adjusted after payment, then at the end of any calendar year if Subtenant has paid to Sublandlord an amount in connection therewith). excess of Subtenant's Share of Operating Expenses for such calendar year, Sublandlord shall refund reimburse to Subtenant any overpayment by such excess amount (or shall apply any such excess amount to any amount then owing to Sublandlord hereunder, and if none, to the next due installment or installments of Additional Rent due hereunder, at the option of Sublandlord, or if Subtenant has paid to Sublandlord less than Subtenant's Share of Operating Expenses and/or Additional Rent 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 extent of Subleased Premises during the entire full calendar year in which the Sublease Term commences or ends, Subtenant's Share of reimbursement received by Sublandlord under Operating Expenses excess for the Master Subleaseapplicable calendar year shall be appropriately prorated for the partial year, based on the number of days Subtenant has occupied the Subleased Premises during that year.

Additional Rent. If a. Real Estate Taxes, Expenses. Commencing on the Commencement Date, Reliant shall pay to Mercury, as additional rent (“Additional Rent”), all Additional Charges (as defined in the Prime Lease), including but not limited to Real Estate Taxes, Expenses, and all other such amounts payable by Mercury under the Sublease and allocable to the Subleased Premises (excluding Specific Default Charges). As used herein, “Specific Default Charges” shall mean, to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent not caused in whole or in part by Reliant’s default hereunder, any amounts resulting solely from a default by Mercury under the Sublease and identified in a notice of default delivered by Master SubleaseSublandlord to Mercury, Subtenant shall pay which amounts may include, without limitation, any late fees or interest payable by Mercury pursuant to Sublandlord, fifty-eight percent (58%Section 4(e) of all such amounts payable during the term of this Sublease (the "Sublease Share")Prime Lease. Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of Without limiting the generality of the foregoing, Reliant shall pay to Mercury, as Additional Rent, all charges for (1) alterations (excluding charges for alterations made by Mercury prior to the Sublease Share date hereof), (ii) all amounts payable to by Subtenant would be 100% with respect Reliant pursuant to any cost to repair Section 2(c) of the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. SimilarlyWorkletter, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to (iii) any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease services provided to the extent payable as a result Subleased Premises or otherwise in connection wit the Prime Lease, including, without limitation, charges and fees for after-hours heating and air conditioning services, if any. Mercury shall provide Reliant with copies of services requested or consumed all relevant statements and bills received by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord Mercury pursuant to the Master applicable provisions of the Prime Lease and Sublease. In the event the rentable area Reliant shall pay one-twelfth of the Premises or the area annual Expenses and Real Property Taxes, as defined and estimated pursuant to Article 4 of the premises leased pursuant Prime Lease, respect to the Master Subleased Premises and Sublease shall be changed Term not later than the first day of each month during the TermTerm until the Rent Commencement Date and, then thereafter, to Mercury together with each monthly payment of Base Rent, subject to annual reconciliation in accordance with Section 4(c)(3) of the Sublease Share Prime Lease. Notwithstanding the foregoing, if the Prime Lease requires Mercury to pay Expenses or Real Estate Taxes other than on a monthly basis based on estimates of such costs, Reliant shall be recalculated. All make payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five of each element of Expenses or Real Estate Taxes on the later of (5i) two (2) business days prior to the date upon on which Sublandlord's payment Mercury in obligated to pay the applicable sum under the Prime Lease (only if the applicable element of Operating Expenses and/or Real Estate Taxes is payable by Mercury under the Prim Lease), or (ii) twenty (20) business days after receipt of a statement from Mercury setting forth the amount of Real Estate Taxes and/or Expenses due. Reliant shall pay all other Additional Rent is due within twenty (20) business days after receipt of an invoice therefore from Mercury. Reliant’s obligation to pay Additional Rent shall survive the expiration or earlier termination of this Sub-Sublease with respect to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Subleased Premises and Sublease Share of reimbursement received by Sublandlord under the Master SubleaseTerm.

Additional Rent. If and In addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Base Rent under the Master Subleasepayable by Subtenant as provided above, Subtenant shall pay to SublandlordSublandlord the following: (i) prior to the 2024 Commencement Date, fiftyFifty-eight Five and Thirty-Three Hundredths percent (5855.33%) (“Subtenant’s Proportionate Share”) of all Operating Expenses due and payable by Sublandlord to Landlord under the Master Lease, including, but not limited to, all Real Property Taxes, insurance premiums, costs of repairs, and utilities; (ii) from and after the 2024 Commencement Date, Subtenant’s Proportionate Share shall equal one hundred percent (100%) and all references herein to Subtenant’s Proportionate Share shall mean and equal one hundred percent (100%); (iii) one hundred percent (100%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties charges for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared services and utilities provided solely to the balance Subleased Premises due under the Master Lease with respect to the Term to the extent payable to Landlord under the Master Lease and otherwise not included as Base Rent, including such service and utility charges pursuant to Sections 15 and 16 of the PremisesMaster Lease; and/or (iv) any costs and expenses related or attributable to Subtenant, or that arises as the result use and occupancy of the negligence or willful misconduct of Sublandlord or Subleased Premises by Subtenant or any permitted assignee or Subtenant (e.g. personal property taxes, overuse of their employees, agents utilities or invitees or a breach of this Sublease by Sublandlord or Subtenantrequested overtime HVAC services). As an example but not in limitation of the generality of the foregoing, the Sublease Share All amounts payable by Subtenant would be 100% with respect under this Section 3(b) are referred to any cost in this Sublease as “Additional Rent.” The term “Rent” as used herein shall mean all Base Rent and Additional Rent. Each amount due to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, pursuant to Section 3(b) above and again as an example only, the Sublease Share each other amount payable by Subtenant would hereunder, unless a date for payment of such amount is provided for elsewhere in this Sublease, shall be 0% with respect due and payable to any cost to repair the building Sublandlord at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment same time and in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additionsame manner as Base Rent, Subtenant shall pay additional rent but in no event later than the date on which any such amount is due and payable under the Master Sublease Lease. Sublandlord shall deliver to Subtenant all Annual Statements immediately following receipt. Subtenant shall have the extent payable right to cause an Independent Review of Landlord’s books and records as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area provided in Section 7.7 of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, Lease provided that Subtenant shall have been billed therefor has requested Sublandlord to perform such Independent Review at least ten (10) business days prior to the expiration of the period to elect an Independent Review and Sublandlord shall notify Landlord prior to the expiration of such due date period. Following Subtenant’s request, Sublandlord shall timely notify Landlord in the time period set forth in Section 7.7 of the Master Lease and perform such Independent Review on Subtenant’s behalf, but at Subtenant’s sole cost and expense (which bill ▇▇▇ll be accompanied by a copy subject to reimbursement pursuant to Section 7.7 of the Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewithLease). Sublandlord Upon completion of such Independent Review, the parties shall refund to Subtenant any overpayment by Subtenant of reconcile the Operating Expenses and/or Additional Rent to Expense in the extent same manner as set forth in Section 7.7 of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseLease.

Additional Rent. If (a) Sublessee covenants and agrees to pay to Sublessor as Rent for the Premises during the term of this Sublease an amount equal to the extent that Sublandlord is obligated Rent payable by Sublessor to pay Operating Expenses and/or Additional Rent Master Lessor under the Master Lease, payable in equal monthly installments, in advance, on the first day of each and every month during the term of this Sublease, Subtenant without notice, demand, offset, or counterclaim. The parties acknowledge and agree that Sublessor shall pay as of the Commencement Date hereof tender to Sublandlord, fifty-eight percent (58%) Sublessee all portions of all such amounts the Premises. Sublessee and Sublessor agree that the rent payable during the term of this Sublease is $315,343.30 per annum, payable in installments of $26,278.61 per month (the "Sublease ShareRent"). Notwithstanding the foregoing. (b) Sublessee further covenants and agrees to pay to Sublessor, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesadditional rent, without notice, demand, offset, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or counterclaim, any of their employeesand all payments owing with regard to operating and maintenance expenses, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarlyreal estate taxes, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease other costs or sums to the extent payable as a result of services requested by Sublessor under the Master Lease with respect to or consumed by Subtenant on attributable to the Sublease Premises. The Sublease Share Any and all statements, ▇▇▇▇▇▇▇▇ and calculations of such amounts as prepared or submitted by or an behalf of Master Lessor shall be binding upon Sublessee to the extent Sublessor is calculated bound under the Master Lease. All payments shall be due within 15 days of each invoice therefore by dividing Sublessor (which invoice should be accompanied by the rentable area corresponding invoice from Master Lessor to Sublessor for such amount). It is the intention of the parties to this Sublease Premises by the rentable area of the Premises leased by Master Sublandlord that all charges with respect to Sublandlord pursuant or attributable to the Master Sublease. In the event the rentable area of the Premises or the area Sublessee's use or occupancy of the premises leased pursuant to the Master Sublease same shall be changed during passed through to Sublessee, and Sublessee covenants and agrees to pay same to Sublessor accordingly. Sublessee's obligations hereunder shall survive the Term, then expiration or earlier termination of this Sublease. (c) Sublessee shall pay interest at the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer rate of twelve percent (12%) per annum on each payment of Rent and additional rent received by Sublessor more than five (5) business days prior after such payment is due, accrued from the end of such 5 day period to the date upon which Sublandlordsuch payment is made by Sublessee. Rent and additional rent shall be paid at Sublessor's payment notice address as set forth below. If the term of Operating Expenses and/or Additional this Sublease begins on a day other than the first day of a month or ends on a day other than the last day of a month, Base Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll and additional rent will be accompanied by prorated on a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseper them basis.

Additional Rent. If For the purposes of this Sublease: the rentable area of the Sublet Premises mean 25,697 square feet, which is the agreed rentable square foot area of the Sublet Premises; and the rentable area of the Building shall mean 114,782 square feet, which is the agreed rentable square foot area of the Building; and “Sublessee’s Share” shall be deemed to mean 22.39%, which is the extent agreed percentage obtained by dividing 25,697 by 114,782. In the event that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent the rentable square foot area leased by Sublessor under the Master Sublease, Subtenant Prime Lease shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable be increased or decreased during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoingSublease, the Sublease Sublessee’s Share shall be equitably adjusted recalculated in accordance with ANSI Z65.1-1996, as promulgated by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately Building Owners and Managers Association. Sublessee shall pay as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, as and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord when Sublessor’s payments are due from Sublessor pursuant to the Master Prime Lease Sublessee’s Share of: (a) any increases in charges incurred by Sublessor pursuant to Article 4 of the Prime Lease over sums incurred by Sublessor pursuant to Article 4 of the Prime Lease for the calendar year ending December 31, 2006; and (b) any increases in charges incurred by Sublessor pursuant to provisions of the Prime Lease other than Article 3 or 4 of the Prime Lease, provided however that Sublessee shall pay 100% of all charges payable for electricity and other utilities supplied to the Sublet Premises; 100% of all charges for services supplied to the Sublet Premises (except as otherwise set forth in this Sublease) and 100% of all such charges resulting from Sublessee’s violation of any provision of this Sublease; and (c) If applicable in the jurisdiction where the Sublet Premises are situated, Sublessee shall pay and be liable for all rental, sales, use and other similar taxes, if any, (excluding income taxes of Sublessor) levied or imposed by any governmental or municipal authority having authority on payments by Sublessee pursuant to this Sublease. In Any such payments shall be made concurrently with the event the rentable area payment of the Premises or Rent upon which the area tax is based as set forth above. Sublessor shall provide Sublessee with copies of all documentation received by Sublessor from Landlord in support of calculations of Additional Rent payable by Sublessee under this Sublease. At Sublessee’s written request, Sublessor shall exercise its rights pursuant to Section 4.6 of the premises leased pursuant Prime Lease to (a) request documentation evidencing the Master Sublease shall be changed during the Termaccuracy of Landlord’s calculations of Additional Rent, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant and (b) dispute such calculations and seek to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlordhave them adjusted, provided that Subtenant Sublessee shall have been billed therefor at least ten pay Sublessor for any and all out of pocket expenses (10including the reasonable accountants and attorneys fees) days prior to such due date (which bill ▇▇▇ll be accompanied incurred by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord Sublessor in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasewith such dispute.

Additional Rent. If and In addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Base Rent under specified in Section 4(a) above, commencing on the Master Sublease, first day of the first month following the Base Year (as defined below) Subtenant shall pay to Sublandlord, fifty-eight percent as Additional Rent Subtenant’s Pro Rata Share (58%as defined below) of all such amounts payable the Operating Expenses (as defined in Section 5.2 of the Master Lease) and Real Estate Taxes (as defined in Section 5.3 of the Master Lease), which are in excess of the amount of Operating Expenses and Real Estate Taxes applicable to the Base Year pursuant to the terms and conditions of Section 5 of the Master Lease; provided, however, that in no event shall any decrease in Operating Expenses and Real Estate Taxes for any calendar year during the term Term below Operating Expenses and Real Estate Taxes for the Base Year entitle Subtenant to any decrease in Base Rent or any credit against any sums due under this Sublease. The “Base Year” for Operating Expenses and Real Estate Taxes shall be the calendar year 2013. For purposes of this Sublease Sublease, “Subtenant’s Pro Rata Share” of Operating Expenses and Real Estate Taxes, pursuant to Section 1.7 of the Master Lease, shall be as follows as of the Effective Date: (i) 44.92% with respect to the "Sublease Share")Building; and (ii) 24.13% with respect to the Project. Notwithstanding the foregoing, to the Sublease Share shall be equitably adjusted by the parties for extent Subtenant requires any item replaced or requires extraordinary services or utilities in excess of Operating Expenses or Additional 4 Rent that relates what Master Landlord is required to or benefits the Sublease Premises disproportionately as compared provide pursuant to the balance Section 7 of the PremisesMaster Lease, including, without limitation, after hours HVAC, replacement security cards or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employeeskeys, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, nonstandard light bulbs and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additionnonstandard janitorial services (“Extraordinary Services”), Subtenant shall pay as Additional Rent all additional rent payable charges (without additional markup by Sublandlord) for such Extraordinary Services imposed by Master Landlord under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease PremisesLease. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord Such Additional Rent shall be paid to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than within five (5) days prior to the date upon which after Subtenant receives a statement or invoice from Sublandlord with such supporting documentation therefor as may be provided by Master Landlord (if any). Subtenant shall be responsible for all after hours HVAC charges (without additional markup by Sublandlord's payment of Operating Expenses and/or ) ordered by Subtenant. Base Rent and Additional Rent is due are sometimes collectively referred to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the this Sublease Share of reimbursement received by Sublandlord under the Master Subleaseas “Rent”.

Additional Rent. If (a) This Sublease is a triple net lease and it is the intent of the parties hereto that Sublessor shall have no costs, expenses or payments whatsoever in connection with the Premises or the Master Lease (irrespective of whether or not the amounts are due under provisions of the Master Lease which are not incorporated herein) except as specifically listed in this Section 3.3, below. Accordingly, in addition to the extent that Sublandlord is obligated Base Rent, except as set forth in this Section 3.3, Sublessee shall pay to pay Operating Expenses and/or Additional Rent Sublessor all rent, costs, expenses, payments and charges whatsoever, as and when due (or claimed due by Master Lessor from Sublessor) under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent Lease (58%) of all such amounts payable during are herein collectively called "Sublessee Additional Rent"), including without limitation: (1) real estate taxes relating to the term Premises (whether or not Section 13 of the Master Lease is incorporated into this Sublease Sublease), (2) insurance premiums (whether or not Section 12B of the "Sublease Share"Master Lease is incorporated into this Sublease), (3) expenses of maintaining the common areas in the Project (whether or not the relevant Master Lease sections are incorporated into this Sublease). Notwithstanding anything to the foregoingcontrary contained herein, the Sublease Share Sublessee shall not be equitably adjusted by the parties responsible or liable for any item of Operating Expenses or Sublessee Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that which: (1) arises as the result of from the negligence or willful misconduct of Sublandlord Sublessor; (2) arises from an injury to any person in or Subtenant about the Premises which occurred prior to the Commencement Date or, the Early Occupancy Date, if applicable (provided that liability for any injury to any person in or any about the Premises between the Early Occupancy Date and the Commencement Date shall be equitably proportioned between Sublessor and Sublessee); (3) arises from a breach, default or violation (collectively, a "Breach") of their employees, agents or invitees or the Master Lease by Sublessor (unless such Breach is a breach result of a Breach under this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoingSublessee [including, without limitation, the Sublease Share payable failure of Sublessee to pay any sums as and when due hereunder], or by Subtenant would be 100% with respect to any cost to repair person or party other than Sublessor, or its agents, contractors or employees); (4) represents the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent amount, if any, by which base monthly rental due under the Master Sublease. SimilarlyLease exceeds the Base Rent due under this Sublease (the "Base Rent Difference"); (5) is a late fee, charge or interest for which Sublessee is not responsible as further described below in this Section 3.3; or (6) exceeds the amounts payable by Sublessor under the Master Lease. (b) Sublessor shall use commercially reasonable efforts to promptly notify Sublessee of any amounts of Sublessee Additional Rent which are due or claimed by Master Lessor to be due, but in no event more than twenty-one (21) days after Sublessor receives notice of same, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord amounts shall be rebuttably presumed payable to Sublessor within ten (10) days of notice to Sublessee. Sublessee shall not be correct. In additionliable for any late fees, Subtenant shall pay additional rent charges or interest on amounts payable under the Master Sublease Lease (other than Base Rent) if Sublessor fails to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord deliver such notice to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than Sublessee five (5) days prior to before the date upon on which Sublandlord's payment of Operating Expenses and/or Additional Rent such late fee or charge or interest is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord initially assessed under the Master Lease. (c) If Sublessee has actually paid to Sublessor any payments of Sublessee Additional Rent for which Master Lessor refunds any amounts to Sublessor, then Sublessor shall promptly pay to Sublessee the refunded amounts. (d) Sublessee Additional Rent, Base Rent, and all other charges or sums due under or by reason of this Sublease are collectively referred to herein as "Rent" or as "rent." Sublessee's obligations to pay Rent as provided herein, and Sublessor's obligation to refund overpayments to Sublessee under Section 3.3(c) hereof, shall survive the termination or expiration of this Sublease.

Additional Rent. If and During the Term, in addition to paying the Minimum Rent specified in Section 3.1 above, Subtenant shall, commencing as of January 1, 2006, pay its prorata share of the annual increases in Operating Costs (as defined in the Master Lease) above the actual costs for the 2005 calendar year ("Operating Cost Pass Through”) "Subtenant's Share" is determined to be 8.42 %, based upon the ratio of the number of rentable square feet of the Premises (15,490 RSF) to the extent that total number of rentable square feet leased by Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under in the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent Building (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"183,927 RSF). Notwithstanding the foregoingSuch payments by Subtenant, the Sublease Share shall be equitably adjusted by the parties for together with any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share and all other amounts payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master terms of this Sublease. In , are hereinafter referred to as the event the rentable area "Additional Rent." The calculation, payment and reconciliation of the Premises or Additional Rent payments by Subtenant and Sublandlord shall be made in the area of the premises leased pursuant to same manner as between Landlord and Sublandlord under the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith)Lease. Sublandlord shall shall, at Sublandlord’s option, credit or refund to Subtenant Subtenant’s Share of any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement overpayments received by Sublandlord under the Master Lease, and Subtenant shall pay to Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease. Any and all sums Subtenant is obligated to pay under the terms of this Sublease shall be construed as rent obligations in addition to the monthly rent set forth in this Sublease. In addition, such additional rent shall include a service charge of One Hundred Dollars ($100.00) for each of Subtenant's dishonored checks returned by the institution on which said checks are drawn. If, at any time during the term of this Sublease, Subtenant has tendered payment by check and Subtenant's bank has returned more than one such payment for any reason, including insufficient funds, Sublandlord may, at its option, require that all future payments be made by cashier's check.

Additional Rent. If (a) The Prime Lease obligates Sublessor to make payments to Prime Landlord on the basis of increases in operating expenses and to the extent that Sublandlord is obligated real estate taxes. Subtenant agrees to pay Operating Expenses and/or Additional Rent Sublessor additional rent equal to Subtenant's allocable share of such increases above the amount payable by Sublessor to Prime Landlord during the Base Year. For purposes of the Paragraph 6, the Base Year shall be calendar year 1998 and Subtenant's allocable share shall be the product of (i) the amount of such increase above the Base Year payable from time to time by Sublessor under the Master SubleasePrime Lease, Subtenant shall pay to Sublandlord, fifty-eight percent multiplied by (58%ii) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoinga fraction, the Sublease Share numerator of which shall be equitably adjusted by the parties for any item number of Operating Expenses or Additional 4 Rent that relates to or benefits square feet of rentable area in the Sublease Premises disproportionately as compared to the balance of the Subleased Premises, or that arises as and the result denominator of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord which shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result number of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the square feet of rentable area of the Sublease Premises leased from time to time by the rentable area of the Premises leased by Master Sublandlord to Sublandlord Sublessor pursuant to the Master SubleasePrime Lease. In the event the rentable area Payments of the Premises or the area of the premises leased pursuant to the Master Sublease additional rent by Subtenant shall commence on January 1, 1999 and shall be changed during made to Sublessor on the Termsame basis, then in the Sublease Share shall be recalculatedsame manner, and at the same time or times as Sublessor is required to pay Prime Landlord additional rent under the Prime Lease. All payments under this Section 4.2 shall be due from Sublessor agrees to furnish Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlordany statement received by Sublessor from Prime Landlord showing amounts of additional rent to be paid by Sublessor, under the Prime Lease and a statement setting forth Subtenant's bill ▇▇▇ allocable share of such amounts. Sublessor agrees to reimburse Subtenant for Subtenant's allocable share of any reimbursements to Sublessor that result from any over payments made during the preceding calendar year within thirty (30) days after Sublessor receives such reimbursement from Prime Landlord. It is understood and agreed that Subtenant's liability for additional rent and Sublessor's responsibility to refund any overpayments shall survive the expiration or termination of this Sublease. (b) If Subtenant's responsibility for paying its proportionate share of increases in operating expenses and real estate taxes will commence or expire on a day other material furnished than the first day or the last day of a calendar year, the increases in operating expenses and real estate taxes to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment 67 be paid by Subtenant for such calendar years shall be apportioned by multiplying the amount of Operating Expenses and/or Additional Rent to Subtenant's proportionate share thereof for the extent full calendar year by a fraction, the numerator of which is the Sublease Share number of reimbursement received by Sublandlord under days during such calendar year falling within the Master Sublease, and the denominator of which is 365.

Additional Rent. If In addition to the Basic Rent, Subtenant covenants and agrees to pay to Sublandlord as additional rent (the "Additional Rent"), in addition to and in the same manner as the Basic Rent, the following: (i) beginning on the Sublease Commencement Date and monthly thereafter throughout the Sublease Term, Operating Expenses and Real Property Taxes in accordance with the terms of Article 5 of the Master Lease, provided that for purposes of such calculation (a) the rentable square footage of the Subleased Premises shall be used, (b) Subtenant shall only be obligated to pay for increases in Operating Expenses and Real Property Taxes over the Operating Expenses and Real Property Taxes applicable to the calendar year 2000 (the "Base Year"), (c) "Subtenant's Share," as that term is defined hereinbelow, of actual, annual calculations of Operating Expenses and Real Property Taxes made by Landlord (including those with respect to the Base Year), as evidenced by the statements delivered by Landlord pursuant to Section 5.3 of the Master Lease, setting forth the amounts payable by Sublandlord to Landlord under the Master Lease, copies of which statements shall be delivered by Sublandlord to Subtenant, and (d) Subtenant's Share of Operating Expense and Real Property Tax estimates made by Landlord pursuant to Section 5.3 of the Master Lease, provided that Subtenant shall only be obligated to pay Subtenant's Share of the such estimates to the extent that Sublandlord is obligated to pay they exceed the Operating Expenses and/or and Real Property Taxes applicable to the Base Year; (ii) within five (5) business days after delivery to Subtenant of a notice of Additional Rent due, which notice shall include a copy of the applicable ▇▇▇▇ or escalation statement or other evidence, if any, that Additional Rent is due, the amount of any and all other costs, charges or expenses (other than Basic Rent payable by Sublandlord under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%Lease) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared attributable to the balance Subleased Premises payable by Sublandlord to Landlord pursuant to the provisions of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located Master Lease; (iii) commencing on the Sublease Premises that is payable as an Operating Expense or Additional Rent under Commencement Date and monthly thereafter throughout the Master Sublease. Similarly, and again as an example onlySublease Term, the Sublease Share payable by rent for the parking passes provided to Subtenant would as provided in Section 4 hereof; and (iv) from time to time as may be 0% with respect to applicable, the amount of any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additionother costs, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested charges or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord expenses billed to Sublandlord by Landlord for reimbursement to Landlord pursuant to the Master Sublease. In the event the rentable area of the Premises Lease for special construction services or the area of the premises leased pursuant other special services to the Master Sublease shall be changed during the Termextent such items have been specifically requested by Subtenant in a written notice to Landlord, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be such amounts being due from Subtenant to Sublandlord no fewer than at least five (5) business days prior before such amounts are due to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due Landlord pursuant to the Master SublandlordLease, provided that Subtenant shall have been billed therefor at least but in no event more than ten (10) business days prior after Sublandlord delivers to such due date (which bill Subtenant the applicable statement or ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasefrom Landlord.

Additional Rent. If and In addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseBase Rent, Subtenant Sub-subtenant shall pay to Sublandlord, fiftySub-eight percent (58%) of sublandlord when due all such other amounts payable during by Sub-subtenant to Sub-sublandlord under the term provisions of this Sublease Sub-sublease (the "Sublease Share"collectively, “Additional Rent”); provided that Sub-sublandlord shall have delivered to Sub-subtenant reasonable backup documentation showing that Sub-sublandlord shall have incurred such amounts. Notwithstanding the foregoingAdditional Rent shall include any and all amounts other than Base Rent payable hereunder, the Sublease Share shall be equitably adjusted which, by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance terms of the PremisesSublease, as incorporated herein, would become due and payable by the Subtenant thereunder to Sublandlord as additional rent or that arises as otherwise and which would not have become due and payable but for the result acts, requests for services, and/or failures to act of the negligence or willful misconduct of Sublandlord or Subtenant or any of their Sub-subtenant, its agents, officers, representatives, employees, agents servants, contractors, invitees, licensees or invitees or a breach of visitors under this Sublease by Sublandlord or Subtenant. As an example Sub-sublease, including, but not limited to: (i) any increases in limitation Landlord’s or Sublandlord’s fire, rent or other insurance premiums resulting from any act or omission of the generality Sub-subtenant, (ii) any charges on account of the foregoingSub-subtenant’s use of heating, the Sublease Share payable by Subtenant would be 100% with respect ventilation or air-conditioning or condenser water, (iii) any charges to any cost to repair the building located Sub-sublandlord or Sub-subtenant on the Sublease Premises that is payable as an Operating Expense account of Sub-subtenant’s use of special cleaning and freight elevator services or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of for overtime or other extra services requested or consumed required by Subtenant Sub-subtenant, and (iv) any review, approval or other fees charged by Sublandlord under the Sublease, or Landlord under the Lease on the Sublease Premisesaccount of Sub-subtenant. The Sublease Share is calculated Following Sub-subtenant’s receipt of any services for which such Additional Rent would be payable and receipt by dividing the rentable area Sub-sublandlord of any statement or written demand from Sublandlord or Landlord for payment of any such Additional Rent, Sub-sublandlord will furnish Sub-subtenant with a copy of such statement or demand, together with a statement of the Sublease Premises by amount of any such Additional Rent. Sub-subtenant shall pay to Sub-sublandlord the rentable area amount of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments any Additional Rent payable under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five Sub-sublease at least two (52) days Business Days prior to the date upon on which Sublandlord's payment of Operating Expenses and/or Additional Rent thereof is due to under the Master Sublandlord, applicable provision of the Sublease (provided that Subtenant such statement or demand shall have been billed therefor at least ten (10) days prior delivered to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewithSub-subtenant). Sublandlord shall refund The obligations of Sub-subtenant to Subtenant any overpayment by Subtenant of Operating Expenses and/or pay Base Rent and Additional Rent to hereunder shall survive the extent expiration or termination of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasethis Sub-sublease.

Additional Rent. If 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 extent following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of the Lease and (iv) all OAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Tax, insurance, utility, and OAM Expenses (if not paid by Tenant directly) shall be the "Total Operating Costs." 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 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. Within thirty (30) days after Tenant's receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Sublandlord is obligated Landlord shall receive the entire amount of Tenant's share of such costs and expenses for such period. In addition to its obligation to pay Base Rent and Total Operating Expenses, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair and other expenses collectively "Additional Expenses." If Landlord pays for any Additional Expenses and/or in accordance with the terms of this Lease, Tenant's obligation to reimburse such costs shall be an Additional Rent under obligation payable in full with the Master Subleasenext monthly Rent payment. Unless this Lease provides otherwise, Subtenant Tenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under then due with the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part next monthly installment of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseBase Rent.

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent Sublandlord "Additional Rent" (58%as said term is hereinafter defined) of all such amounts payable during for the term same periods and in the same manner as Base Rent. Additional Rent shall be defined for the purpose of this Sublease as Subtenant's pro rata share, which is calculated as of the date hereof, as 11.5% of (i) any increase in Operating Expenses, as defined in the "Sublease Share"). Notwithstanding Master Lease, in any calendar year during the foregoingTerm over Operating Expenses for the Base Year, the Sublease Share which shall be equitably adjusted Calendar Year 2013 and (ii) any increase in Taxes in any fiscal year (July 1 - June 30) during the Term over Taxes for the Base Year, which shall be Fiscal Year 2013. The Additional Rent for each calendar year after the Base Year shall be paid in monthly installments during such calendar year in an amount reasonably estimated by Sublandlord and communicated by written notice to Subtenant. Following the parties for any item close of each calendar year, Sublandlord shall compute the amount of the Additional Rent due hereunder based on the actual Operating Expenses or Additional 4 Rent that relates payable to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease Landlord by Sublandlord or for that year, and shall deliver a statement thereof to Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under to Sub landlord any deficiency shown by such statement within thirty (30) days after receipt of Sublandlord's statement. If the Master Sublease to the extent payable as a result of services requested or consumed installments paid by Subtenant on exceed the amount due, Sublandlord shall credit the excess against payments next due to Sublandlord from Subtenant hereunder (provided, however, that if the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Termhas expired and no further payments are due Sublandlord, then the Sublease Share Sublandlord shall promptly remit such excess to Subtenant). Delay in computation of Additional Rent shall not be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which deemed a default hereunder or a waiver of Sublandlord's payment of Operating Expenses and/or right to collect Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseRent.

Additional Rent. If and to Commencing on the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under earlier of: (i) the Master SubleaseDelivery Date for each Building or (ii) the Commencement Date for the applicable Building, Subtenant shall pay to Sublandlord, fifty-eight percent as additional rent (58%) of “Additional Rent”), all Additional Charges (as defined in the Prime Lease), including but not limited to Real Estate Taxes, Expenses, and all other such amounts payable during by Sublandlord under the term of this Sublease Prime Lease allocable to such Building, and, following the Building 20 and 21 Commencement Date for the entire Demised Premises (the "Sublease Share"excluding Specific Default Charges). Notwithstanding the foregoingAs used herein, the Sublease Share “Specific Default Charges” shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared mean, to the balance extent not caused in whole or in part by Subtenant’s default hereunder, any amounts resulting solely from a default by Sublandlord under the Prime Lease and identified in a notice of default delivered by Prime Landlord to Sublandlord, which amounts may include, without limitation, any late fees or interest payable by Sublandlord pursuant to Section 4(e) of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or SubtenantPrime Lease. As an example but not in limitation of Without limiting the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to Sublandlord, as Additional Rent, all charges for (i) alterations (excluding charges for alterations made by Sublandlord prior to the extent date hereof), (ii) all amounts payable as a result of services requested or consumed to by Subtenant on pursuant to Section 2(c) of the Sublease Work Letter Agreement attached as Exhibit B hereto, (iii) any additional services provided to the Demised Premises or otherwise in connection with the Prime Lease, including, without limitation, charges and fees for after-hours heating and air conditioning services, if any, and (iv) all costs for electricity consumed at the Demised Premises. The Sublease Share is calculated Sublandlord shall provide Subtenant with copies of all relevant statements and bills received by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area applicable provisions of the Premises or the area Prime Lease. Subtenant shall pay one-twelth of the premises leased annual Expenses and Real Property Taxes, as defined and estimated pursuant to Article 4 of the Master Sublease shall be changed during the TermPrime Lease, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer together with each monthly payment of Base Rent subject to annual reconciliation in accordance with Section 4(c)(3) of the Prime Lease. Notwithstanding the foregoing, if the Prime Lease requires Sublandlord to pay Expenses or Real Estate Taxes other than five on a monthly basis based on estimates of such costs, Subtenant shall make payments of each element of Expenses or Real Estate Taxes on the later of (5i) two (2) business days prior to the date upon on which Sublandlord's payment Sublandlord is obligated to pay the applicable sum under the Prime Lease (only if the applicable element of Operating Expenses and/or Additional Rent Real Estate Taxes is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received payable by Sublandlord under the Master Prime Lease), or (ii) twenty (20) business days after receipt of a statement from Sublandlord setting forth the amount of Real Estate Taxes and/or Expenses due. Subtenant shall pay all other Additional Rent within twenty (20) business days after receipt of an invoice therefore from Sublandlord. Subtenant’s obligation to pay Additional Rent shall survive the expiration or earlier termination of this Sublease.

Additional Rent. If Commencing on the Commencement Date and continuing for each month thereafter during the Term, Sublessee shall be responsible for the payment of Sublessee’s Share (as defined below) of Direct Expenses (as defined in Section 4.2.2 of the Master Lease and without markup by Sublessor), except to the extent that Sublandlord is obligated any such Direct Expenses relate specifically to pay Operating Expenses and/or Additional Rent under portions of the Master SubleasePremises other than the Sublease Premises, Subtenant in which case Sublessor shall be solely responsible for such Direct Expenses. In addition, from and after the Commencement Date, Sublessee shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared directly to the balance provider or, in the case of personal property taxes, permits, licenses and fees, directly to the Premisesentity imposing such costs, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees(i) its own telephone, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarlytelecommunications and data communications charges, and again as an example only, the Sublease Share payable any other such service contracted for directly by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part Sublessee in support of the Sublease Premises. Any reasonably adjustment ; (ii) all personal property taxes, charges and assessments, including the taxes described in Section 4.5 of the Master Lease, if any, on Sublessee’s trade fixtures, equipment and other personal property of Sublessee located in the Sublease Share Premises; (iii) all permit, license or other governmental fees or charges arising out of Sublessee’s use and operation of the Sublease Premises; and (iv) any extraordinary services (i.e., any services over and above the standard services provided by Sublandlord shall be rebuttably presumed Master Lessor to be correct. In addition, Subtenant shall pay additional rent payable the Sublease Premises or Building under the Master Lease) that are provided to the Sublease Premises at the written request of Sublessee (it being understood that Sublessee shall only make a request for such services in writing), or any materially disproportionate usage of building utilities by Sublessee, which Sublessee shares in common with other occupants of the Building and that are not separately metered to the Sublease Premises. All charges payable by Sublessee pursuant to this Paragraph 4.B. and elsewhere under this Sublease (other than Monthly Base Rent and payments to third parties) shall be payable to Sublessor at the address set forth herein and shall be deemed additional rent (“Additional Rent”). Monthly Base Rent and Additional Rent hereinafter shall be referred to as “Rent”. All Additional Rent not required by this Sublease to be paid at the time and in the manner for payment of Monthly Base Rent shall be payable to Sublessee within twenty (20) days after the date of Sublessor’s invoice therefor. “Sublessee’s Share” shall be 20.09% Sublessee’s Share percentage is determined by dividing the rentable square footage of the Sublease Premises (i.e., 33,407 rentable square feet) by the rentable square footage of the Building (i.e., 166,307 rentable square feet) and multiplying by 100. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay Sublessee's Share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the Sublease Premises during the Term, such that Sublessor shall receive, as net consideration for this Sublease, full reimbursement thereof. Sublessor shall be entitled to rely conclusively on Master Lessor’s determination of estimated and actual Direct Expenses. However, if Sublessor elects in its sole discretion to perform any audit of Direct Expenses and such audit yields a refund or credit for overpayment of Direct Expenses, Sublessor shall provide Sublessee’s Share of such refund or credit to Sublessee (net of Sublessor’s costs of audit and enforcement). At Sublessee’s request and expense, and provided there exists no Event of Default, Sublessor shall undertake an audit of Direct Expenses to the extent payable permitted by the Master Lease. If such audit yields a refund or credit for overpayment of Direct Expenses, the same shall first be applied to reimburse Sublessee for the audit costs, Sublessee shall receive Sublessee’s Share of the remaining refund or credit and Sublessor shall receive the balance of such refund or credit. For the avoidance of doubt, Sublessee shall not be responsible for any charges that are assessed against Sublessee as a result of Sublessor’s acts or omissions, or that are incurred as a result of excess or additional services specifically requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of Sublessor for the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days without Sublessee’s prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasewritten consent and approval.

Additional Rent. If and Commencing on the Rent Commencement Date, in addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseBase Rent, Subtenant shall pay to Sublandlord, fifty-eight percent or to Master Landlord directly if Master Landlord so requires, (58%i) Real Property Taxes, (ii) the Asset Management Fee, and (iii) Subtenant’s share of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease costs incurred by Sublandlord or Subtenant. As an example but not pursuant to Section 8(a) below, all as is more particularly described in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master this Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, commencing on the Commencement Date Subtenant shall pay additional rent payable reimburse Sublandlord for any expenses and charges to be paid by Sublandlord, as Tenant, under the Master Sublease Lease that Subtenant is expressly required to pay by the terms of this Sublease, which shall include but not be limited to the extent payable costs (if any) under Section 8.1 of the Master Lease; cost of any bond required under Section 8.7 of the Master Lease; fees (if any) under Section 19.5 of the Master Lease which are due as a result of services requested the acts of Subtenant; reimbursement for taxes on personal property, equipment and fixtures located in or consumed by Subtenant on about the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord ; and damages recoverable due to Sublandlord pursuant to a default under the Master Lease which is a result of any Default or failure of performance by Subtenant under this Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the TermAll such amounts, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be together with any other sums that are due from Subtenant to Sublandlord no fewer than five (5) days prior under the terms of this Sublease are designated herein as “Additional Rent” for the purposes of this Sublease. If Subtenant defaults in the performance of any of its obligations hereunder after such notice and opportunity to cure as is provided in this Sublease, then Sublandlord may, but shall not be obligated to, perform such obligations, and the date upon which Sublandlord's payment of Operating Expenses and/or cost thereof to Sublandlord shall also be Additional Rent. Unless otherwise specifically provided in this Sublease, Subtenant shall pay Sublandlord all Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least within ten (10) business days prior after demand. As used herein the term “Rent” refers to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or both Base and Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseRent.

Additional Rent. If Gross Operating Income," as referred to in Section 305 of the Lease, shall be interpreted in accordance with generally accepted accounting principles. Lessee is not currently paying Additional Rent and to under the extent that Sublandlord is terms of the Lease has not yet become obligated to pay Operating Expenses and/or Additional Rent. Attached hereto as Exhibit C is copy of the Maguire Partners/Pasadena Center, Ltd. Special Purpose Statements of ▇▇▇▇▇▇onal Rent for the Years Ended 1989-1999 as prepared by Arthur Andersen LLP, showing the Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all determination for t▇▇ ▇▇▇r▇ ▇▇▇▇▇▇d by such amounts payable during the term of this Sublease statement (the "Sublease ShareAdditional Rent Statement"). Notwithstanding The Additional Rent Statement accurately reflects the foregoingProject Costs attributable to the Hotel (i.e., all expenditures by or on behalf of Owner that relate in any way to the Hotel, as defined and used in clause (i) of the last paragraph of Section 305 of the Lease), the Sublease Share shall be equitably adjusted by the parties for any item proper allocation of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared total Project financing to the balance Hotel and Hotel Facilities (59% of total Project financing), and the Premises, or that arises resulting Lessee's Net Equity Investment attributable to the Hotel and Hotel Facilities for the period covered by such Additional Rent Statement. The illustrations of Additional Rent calculations attached hereto as Exhibit D illustrate the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located proper methods for calculating Additional Rent based on the Sublease Premises assumptions stated in Exhibit D (which assumptions are only for purposes of illustration and are not intended to be binding in any way on Commission, Lessee or Holders). The Commission agrees that is payable as an Operating Expense or if the Lessee submits to the Commission a certificate updating the information required for the calculation of Additional Rent under consistent with Exhibit D and the Master Sublease. SimilarlyCommission fails within sixty (60) days to object to it in writing and deliver a copy of such objection to the Real Property Lender and Mezzanine Lender, and again as an example only, if Lessee thereafter submits a second notice to Commission in 14 point BOLD FACE type stating that the Sublease Share payable by Subtenant would be 0% with respect Commission's failure to any cost object to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment information in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least certificate within ten (10) days prior after receipt of such second notice shall be deemed to be the approval of such due date (which bill ▇▇▇ll be accompanied certificate by a copy of Master Sublandlord's bill ▇▇▇ other material furnished the Commission, then if the Commission fails to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent object to the extent of information in such certificate within said 10 day period, the Sublease Share of reimbursement received by Sublandlord under Commission shall not thereafter be entitled to contend that such information in the Master Subleasecertificate is not accurate.

Additional Rent. If Beginning on the Sublease Commencement Date and thereafter throughout the Term and in accordance with Article 3.2 of the Master Lease, Subtenant will pay to Sublandlord as additional rent (“Additional Rent”) an amount equal to the extent sum of (i) Tenant’s Proportionate Share of the Building (as defined in the Master Lease) for the Property Maintenance Costs (as defined in the Master Lease) incurred by Landlord related solely to the Building; (ii) Tenant’s Proportionate Share of the Building for the Real Property Taxes (as defined in the Master Lease) related solely to the Building and the Parcel 5 Land upon which the Building is located; (iii) Tenant’s Proportionate Share of Project (as defined in the Master Lease) for the Operating Expenses (as defined in the Master Lease) related to the Outside Areas (as defined in the Master Lease); and (d) Tenant’s Proportionate Share of the Building for Landlord’s Insurance Costs (as defined in the Master Lease) for the Building as to Insurance Costs covering the Building and Tenant’s Proportionate Share of Project as to Insurance Costs covering the Project or Landlord. All Additional Rent payable by Subtenant will be paid to Sublandlord by Subtenant no later than the time that Sublandlord is obligated required to pay Operating Expenses and/or Additional Rent the same under the Master SubleaseLease. Notwithstanding anything herein or in the Master Lease to the contrary, Subtenant shall will pay Additional Rent to SublandlordSublandlord on a direct pass-through basis, fifty-eight percent (58%) subject to Subtenant’s right to review and trigger an audit of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance in accordance with Section 3.9 of the PremisesMaster Lease, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenantfurther set forth in Section 4(c) below. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable All amounts required to be paid by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall 4(b) will be due from Subtenant paid in the same manner as Base Rent pursuant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewithSection 4(a). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. (a) If by applicable Law, any general or special assessment or like charge may be paid in installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. If such assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, Tenant shall also provide Landlord with a copy of such evidence that such Real Estate Taxes were paid. Nothing in this Lease shall obligate Tenant to pay any estate, inheritance, franchise, income or similar taxes of Landlord nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the foregoing, Tenant shall deposit with Landlord, no later than thirty (30) days prior to the end of the Lease Term, an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Sublandlord is obligated Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord shall segregate all such deposits from its other funds and use such deposits solely to pay Operating Expenses such accrued liabilities as they come due. All collecting authorities shall be instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or Additional Rent contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties under the Master Subleaseterms of Proposition 8 (as adopted by the voters of the State of California in the November 1978 election) and any similar law, Subtenant rule or regulation, now or hereafter applicable to the Demised Properties); provided, however, that Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any and all documents approved by Landlord and reasonably required in connection therewith, and, to the extent required by the collecting authority, agrees to file at Tenant’s request any action or proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the extent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to Sublandlordthe applicable service providers, fifty-eight percent (58%) the cost of all such amounts payable during utility services provided to the term of this Sublease (Demised Properties throughout the "Sublease Share")Lease Term. Notwithstanding the foregoing, upon the Sublease Share occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be equitably adjusted by used only for the parties payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any item of Operating Expenses and all penalties or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesinterest, or that arises as the result of the negligence portion thereof, paid or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease incurred by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable Landlord as a result of services requested such nonpayment or consumed late payment by Subtenant Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent due hereunder), all sales and excise tax on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord rental income and all other similar taxes imposed with respect to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises rental or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All other payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior Lease relating to the date upon which Sublandlord's payment Demised Properties in the nature of Operating Expenses and/or Additional Rent is due a sales tax, franchise taxes (subject to Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the like, whether imposed by a federal, state or local taxing authority. To the extent permitted by applicable Law, Tenant may pay any such tax directly to the Master Sublandlordtaxing authority, provided that Subtenant shall have been billed therefor at least Tenant, within ten (10) days prior after any such payment, delivers to Landlord written evidence reasonably satisfactory to Landlord that such due date payment has been made. For the avoidance of doubt, Tenant shall not be responsible for (which bill ▇▇▇ll be accompanied i) any income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by a copy of Master Sublandlord's bill ▇▇▇ other material furnished net income or net worth or relating to Sublandlord in connection therewith). Sublandlord shall refund properties owned by Landlord and not applicable to Subtenant this Lease, or (iii) any overpayment by Subtenant of Operating Expenses and/or Additional Rent transfer taxes imposed with respect to the extent sale, exchange or other disposition by Landlord, in whole or in part, of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseDemised Properties or Landlord’s interest in this Lease.

Additional Rent. If Upon the Sublease Commencement Date, in addition to Base Rent, Sublandlord shall invoice Subtenant, and Subtenant shall pay, on a monthly basis, [*] (“Subtenant’s Share”) of the Direct Expenses (as defined in the Master Lease to the extent that Sublandlord is obligated to pay include Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%and Tax Expenses) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease paid by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord Landlord pursuant to the Master Sublease. In the event the rentable area terms of the Premises or the area Master Lease (“Additional Rent”). Additional Rent shall be remitted with Base Rent. The term “Rent” shall mean Base Rent and Additional Rent. Should Master Landlord continue its practice of sending a separate invoice for each of Building B and Building C, Subtenant will be responsible for [*] of the premises leased Additional Rent attributable to Building B. Within a reasonable time after receipt, Sublandlord shall provide Subtenant with copies of each Statement (as defined in the Master Lease) Sublandlord receives from Master Lessor pursuant to Section 4.4.1 of the Master Sublease shall be changed during Lease. With respect to the Termaudit right set forth in Section 4.6 of the Master Lease (the “Audit Right”), if Subtenant reasonably believes, after review of a Statement, that the Statement is incorrect, then the Sublease Share Subtenant shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to so notify Sublandlord no fewer than five within thirty (530) days prior to after receipt of the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to Statement, and Sublandlord shall exercise the Master SublandlordAudit Right on Subtenant’s behalf, provided that but at Subtenant’s sole cost and expense. Subtenant shall have been billed therefor at least ten reimburse Sublandlord for Sublandlord’s actual costs incurred in exercising the Audit Right, if any, within thirty (1030) days prior to such due date after receipt of Sublandlord’s invoice therefor (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewithincluding reasonable documentation). Sublandlord shall refund to not be responsible for the result of any audit undertaken at Subtenant’s request. Subtenant any overpayment by Subtenant of Operating Expenses and/or acknowledges that Master Landlord has historically invoiced Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseBuilding (i.e., one invoice for Building B and another invoice for Building C).

Additional Rent. If and to (a) Commencing on the extent that Sublandlord is obligated to Commencement Date, Sublessee shall also pay Sublessee’s Operating Share of Common Operating Expenses and/or required to be paid by Sublessor to Overlandlord under the ▇▇▇▇▇▇▇▇▇ (as and when the same shall become due under the ▇▇▇▇▇▇▇▇▇) (the “Sublessee Operating Expense Payment”). (b) Commencing on the Commencement Date, Sublessee shall also pay Sublessee’s Tax Share of Real Property Taxes required to be paid by Sublessor to Overlandlord under the ▇▇▇▇▇▇▇▇▇ (as and when the same shall become due under the ▇▇▇▇▇▇▇▇▇) (the “Sublessee Tax Payment”) (c) Sublessee shall pay Additional Rent under within ten (10) Business Days after receipt by Sublessee of a ▇▇▇▇ from Sublessor. The remedies afforded Sublessor for the Master Sublease, Subtenant shall pay to Sublandlord, fiftynon-eight percent (58%) payment of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share Additional Rent by Sublessee shall be equitably adjusted by the parties same as for any item non-payment of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master SubleaseBase Rent. In the event the rentable area of the Premises that Sublessor shall receive any credit or the area of the premises leased pursuant reimbursement from Overlandlord with respect to either Common Operating Expenses or Real Property Taxes for periods subsequent to the Master Sublease Commencement Date hereof which, in either case, had been partially paid by Sublessee, Sublessor shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least within ten (10) days prior to Business Days after receipt of any such due date (which bill ▇▇▇ll be accompanied credit or reimbursement by a copy Sublessor credit or reimburse Sublessee its proportionate amount of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasesuch credit or reimbursement.

Additional Rent. If and A. (i) Subject to the extent that Sublandlord is obligated (a) Sublessor‘s obligation to pay Operating Expenses and/or Additional Rent any portion of same in accordance with this Sublease, including, without limitation, the terms and provisions of this Article 4; and (b) Articles 4(iii) and 4(iv) hereof, Sublessee shall pay to Master Landlord all other charges due from Sublessor to Master Landlord under the Master Sublease, Subtenant shall pay Lease as billed to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased Sublessor by Master Sublandlord to Sublandlord Landlord pursuant to the Master Sublease. In Lease solely with respect to the event the rentable area of Premises, whether or not designated as "additional" rent, and which are attributable to the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least within ten (10) days of Sublessee‘s receipt of notice thereof. Sublessor shall have the same rights and remedies for Sublessee‘s failure to pay any Additional Rent as for Sublessee‘s failure to pay any Basic Rent. Sublessee‘s failure to pay any component of Basic Rent on or before the date upon which such sum is due and to pay any component of Additional Rent within seven (7) days of the date upon which such sum is due shall thereafter accrue interest and late fees in accordance with Article 23.2 of the Master Lease. (ii) Notwithstanding anything to the contrary in the Master Lease, Sublessee shall pay Master Landlord for electricity consumed in the Premises calculated as provided in Section 5.3 of the Master Lease ("Electricity Additional Rent") on or prior to such due the tenth (10th) day after the date Master Landlord provides Sublessee with an invoice therefore. (which bill ▇▇▇ll iii) Notwithstanding anything to the contrary in this Sublease or in the Master Lease, commencing July 1, 2010 and continuing on July 1st of each subsequent Lease Year during the Term hereof, Sublessee shall pay Master Landlord as Additional Rent the difference between (x) the then-effective Tax Payment payable by Sublessor, as provided in Article 2 of the Master Lease, and (y) the Tax Payment required to be accompanied made by Sublessor pursuant to Article 2 of the Master Lease with respect to the Tax Year ending June 30, 2010 ("Sublessee‘s Tax Payment") within ten (10) days after Master Landlord shall have furnished Sublessee with written notice thereof, together with a copy of the Tax Statement. (iv) Notwithstanding anything to the contrary in this Sublease or in the Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord Lease, commencing on January 1,2010 and continuing on January 1st of each subsequent Lease Year during the Term hereof, Sublessee shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or pay Master Landlord as Additional Rent the difference between (x) the then-effective Operating Expense Payment payable by Sublessor, as provided in Article 2 of the Master Lease, and (y) the Operating Expense Payment required to be made by Sublessor pursuant to Article 2 of the Master Lease with respect to the extent Operating Expense Year ending December 30, 2009 ("Sublessee‘s Operating Expense Payment") within ten (10) days after Master Landlord shall have furnished Sublessee with written notice thereof, together with a copy of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseOperating Expense Statement.

Additional Rent. If All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. All such amounts shall be deemed additional rent (“Additional Rent”); provided, however that Sublessee shall only be liable for any amounts payable by Sublessor to Master Lessor as “Operating Expenses”, “Real Estate Taxes” and “Utilities” (as defined in Section 4.2 of the Master Lease) to the extent the same are in excess of any amounts payable by Sublessor as to the Subleased Premises in calendar year 2009 (the “Base Year”). Sublessee and Sublessor agree that Sublandlord is obligated the Subleased Premises account for 72.64% of the obligation for total Operating Expenses, Real Estate Taxes and Utilities chargeable to pay Operating Expenses and/or Sublessor pursuant to the Master Lease, for purposes of calculating those costs chargeable to the Subleased Premises in the Base Year. Base Rent and Additional Rent under hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, subject to the Base Year above, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease as to the Subleased Premises, or the Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts the Base Rent payable during the term of this Sublease (the "Sublease Share")under Paragraph 4.A. hereof. Notwithstanding the foregoing, in the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to event any cost to repair the building located on the Sublease Premises that or expense is payable as an Operating Expense or Additional Rent incurred under the Master Sublease. Similarly, and again as an example only, Lease for Sublessee’s sole benefit (including the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part disproportionate use of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable utilities or dedicated HVAC units) or as a result of Sublessee’s request for certain services requested or consumed by Subtenant on (such as after hours HVAC charges), Sublessee shall pay the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseentire cost thereof.

Additional Rent. If and to As provided in Section 7B of the extent that Sublandlord Master Lease, Sublessor is obligated to pay to Master Landlord a portion of the total amount of the annual Operating Expenses and/or Cost of Common Facilities (as such term is defined in the Master Lease). During the Term, Sublessee agrees to pay the applicable Sublessor’s portion of the annual Operating Cost of Common Facilities determined by Master Landlord as additional rent under this Sublease (the “Additional Rent”). Such obligations shall be determined by in accordance with the Master Lease. Any such payments required by Sublessee pursuant to this subparagraph (c) shall be paid by Sublessee at the same time and in the same manner as Sublessor is obligated to make payments to Master Landlord (including the requirement for monthly payment of estimated amounts and for annual readjustments if the actual amount owed by Sublessee is different from the estimated amounts that Sublessee has paid with respect to any calendar year). If, as a result of any readjustment or otherwise, it is later determined that the amount paid by Sublessee as Additional Rent under is more or less than the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable amount actually due during the term of this Sublease (Sublease, then Sublessee or Sublessor, as appropriate, shall reimburse the "Sublease Share")other for the difference promptly after the amount has been determined. However, Sublessee agrees that Sublessor shall have no duty to audit, review or challenge Sublessor’s share of annual Operating Cost of Common Facilities under the Master Lease, as determined by Master Landlord; provided that Sublessor agrees to cooperate with any request by Sublessee to audit, review or challenge Sublessor’s share of annual Operating Cost of Common Facilities under the Master Lease, as determined by Master Landlord, Sublessee hereby agreeing to pay all out-of-pocket costs of Sublessor incurred in connection therewith provided that Sublessee has approved of such costs in advance. Any dispute arising from said audit shall be governed by the provisions of the Master Lease. The Master Landlord’s computation shall be binding on Sublessee in determining the Additional Rent due hereunder subject to the terms of the Master Lease. Notwithstanding the foregoing, Sublessee may at its sole cost and expense, audit the Sublease Share Operating Cost of Common Facilities as provided for in Section 7D of the Master Lease subject to the conditions set forth therein. Any dispute arising from said audit shall be equitably adjusted governed by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance provisions of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseLease.

Additional Rent. If All monies other than Base Monthly Rent required --------------- to be paid by Sublessee under this Sublease, including, without limitation, (i) all amounts payable by Sublessor to the Master Lessor with respect to or reasonably allocate to the Subleased Premises (including, without limitation, Sublessee's Pro Rata Share of Real Property Taxes as defined in Article 15 of the Master Lease) (ii) Sublessee's share of costs for Utilities (as set forth in ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇), (▇▇▇) Sublessee's Pro Rata Share of costs of insurance premiums and deductibles incurred by Sublessor for insurance maintained by Sublessor pursuant to Article 23 of the Master Lease, and (iv) Sublessee's Pro Rata Share of Maintenance Expenses (as defined in Paragraph 7 hereof), shall be deemed additional rent ("Additional Rent") and shall be payable within twenty (20) days after receiving an invoice from Sublessor, except that Sublessee's Pro Rata Share of Real Property Taxes shall be paid within ten (10) days after receiving Sublessor's invoice. The term "Sublessee's Pro Rata Share" shall mean that amount, expressed as a percentage, equal to the number of square feet included in the Subleased Premises divided by the number of square feet in the building located on the Master Premises. The parties hereto acknowledge that except as otherwise provided herein, Sublessee's Pro Rata Share is thirty-seven percent (37%). Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, except as otherwise provided herein, Sublessee shall pay Sublessee's Pro Rata Share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the Master Lease or the Subleased Premises (excluding, however, costs to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent arising from (i) any default by Sublessor, through no fault of Sublessee, under the Master Lease or this Sublease, Subtenant or (ii) Sublessor's or its agents', employees' or contractors' negligence or willful misconduct), such that Sublessor shall pay receive, as net consideration for this Sublease, full reimbursement thereof to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (extent applicable to the "Sublease Share")Subleased Premises. Notwithstanding the foregoing, in the Sublease Share shall be equitably adjusted by the parties for event any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable incurred for Sublessee's sole benefit or as a result of Sublessee's request for certain services requested (i.e., extra hours' charges, etc.) or consumed by Subtenant on otherwise, Sublessee shall pay the Sublease entire cost thereof, and such charges shall not be pro rated between Sublessor and Sublessee. Sublessee, and not Sublessor, shall be responsible for (i) the prompt and timely payment of any personal property taxes or assessments levied against Sublessee's personal property improvements, alterations or trade fixtures located within the Subleased Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant , (ii) any telephone service provided to the Master Sublease. In the event the rentable area of the Subleased Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five and (5iii) days prior to the date upon which Sublandlordany permit, license, governmental fees or charges arising out of Sublessee's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent specific use and operation of the Sublease Share Subleased Premises. Upon the execution of reimbursement received the Lease by Sublandlord under Sublessee, Sublessee shall pay to Sublessor Base Month Rent for the Master Subleasemonth of March, 1999 in the amount of $13,409.30 in immediately available funds.

Additional Rent. If and All monies required to the extent that Sublandlord is obligated be paid by Sublessee under this Sublease (excluding Monthly Base Rent pursuant to pay Operating Expenses and/or Additional Rent Paragraph 4.A), including any amounts payable by Sublessor to Master Lessor under the Master SubleaseLease (including, Subtenant without limitation, Basic Operating Costs, as defined in Section 7 of the Master Lease), shall pay to Sublandlord, fifty-eight percent be deemed additional rent (58%) of all such amounts payable during the term of this Sublease (the "Sublease ShareAdditional Rent"). Notwithstanding Monthly Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent." Sublessee and Sublessor agree, as a material part of the foregoingconsideration given by Sublessee to Sublessor for this Sublease, that, with respect to the period arising from and after the Commencement Date, Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the Sublease, the Sublease Share Master Lease or the Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Monthly Base Rent payable under Paragraph 4. A. hereof; provided, however, that all such costs, expenses, taxes, insurance, maintenance and other charges shall be equitably adjusted by prorated to reflect the parties Commencement Date and the Termination Date of this Sublease. In no event shall Sublessee's obligation to pay for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared foregoing charges exceed the amount attributable to the balance of the Subleased Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employeessubject, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoinghowever, the Sublease Share payable by Subtenant would be 100% to Sublessor's obligations hereunder with respect to the Retained Space. Sublessee shall be entitled to all credits, if any, given by Master Lessor to Sublessor for Sublessor's overpayment of any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseforegoing charges.

Additional Rent. If All monies required to be paid by Sublessee under this Sublease (excluding Monthly Base Rent pursuant to Paragraph 4.A), including, without limitation, any amounts payable by Sublessor to Master Lessor under the Master Lease (including, without limitation, Property Operating Expenses, as defined in Section 13.12 of the Master Lease), shall be deemed additional rent ("Additional Rent"). Monthly Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent". Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that from and after the Commencement Date, Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease or the Subleased Premises; in this regard Sublessee shall pay sixty-eight percent (68%) of Sublessor's (i) Property Proportionate share of Real Property Taxes, Landlord's Insurance Costs and Property Maintenance Costs, and (ii) Building Proportionate Share of Building Maintenance Costs. Additionally, Sublessee shall pay __________ percent (_______%) of the gas and electrical utility charges for the Premises if and to the extent that Sublandlord is obligated any such utilities are not separately metered to the Premises. Notwithstanding anything to the contrary set forth in this Sublease, Sublessee's obligation to pay Operating Expenses and/or Additional Rent under (attributable to the Master Term) shall survive the expiration or earlier termination of this Sublease, Subtenant shall pay and if Sublessor is unable to Sublandlord, fifty-eight percent (58%) determine the amount of all such amounts Additional Rent due and payable during by Sublessee at the term expiration or earlier termination of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share parties shall make an adjusting payment between them when the correct amount can be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasedetermined.

Additional Rent. If Except as otherwise expressly provided, Tenant is responsible for all commercially reasonable costs, charges and expenses incurred by Landlord in connection with operating and maintaining the Leased Premises during the Lease Term including, but not limited to: Real Estate Taxes (as contemplated in this Section 3.02 and Section 17.22 hereof); insurance premiums (but not insurance deductibles or self-insured amounts retained by Landlord); utilities; expenses for maintenance, repair and replacement of driveways and parking areas, including snow and ice removal; costs of trash removal; landscaping costs; management fees (not to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight exceed one percent (581%) of the Minimum Annual Rent); costs incurred under the recorded documents and owners’ association affecting the Leased Premises and shown on Exhibit K hereto, and costs incurred under any other recorded documents or owners’ association affecting the Leased Premises (including the CCRs referenced below) and approved by Tenant in writing, which approval shall not be unreasonably withheld, conditioned or delayed; repairs and maintenance to those portions of the Leased Premises as contemplated in Section 7.02B below; and all such amounts payable during other costs and expenses, reasonably necessary in maintaining the term Leased Premises in good order, condition and repair as a warehouse distribution center) (collectively, “Operating Expenses”); provided, however, that Operating Expenses shall not include those costs, charges or expenses as set forth on Exhibit L attached hereto. Tenant acknowledges receipt of this Sublease the CCRs set forth on Exhibit K hereto, which are intended to be recorded in connection with the development of the Park (the "Sublease Share"“CCRs”). Notwithstanding Tenant hereby approves the foregoingform and substance of such CCRs. Landlord agrees that the Leased Premises, the Sublease Share as designed and constructed in accordance with this Lease, shall be equitably adjusted by deemed to comply with the parties for CCRs (or Landlord hereby waives any item element of Operating Expenses noncompliance). Promptly following the Commencement Date, Landlord shall assign to Tenant the membership interests of Landlord in the Association (as defined in the CCRs, but excluding the “Class B Member” or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance “Developer” rights under Section 9.3 of the PremisesCCRs) for the Lease Term (including any “Extension Terms,” as hereinafter defined) in accordance with, or that arises and as the result contemplated by, Section 9.1 of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. SimilarlyCCRs, and again Tenant shall thereafter have the rights of a Member (as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment defined in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under CCRs) in the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseAssociation.

Additional Rent. If This is a Net Lease and Tenant agrees to pay to Landlord within thirty (30) days after Landlord renders a statement therefore to Tenant, as Additional Rent, Tenant's proportionate share of all Operating Expenses incurred by Landlord including without limitation those expenses more particularly described in Paragraphs 7, 16, 22, 24 and 25 hereof. Except as otherwise provided herein, all Operating Expenses will be prorated according to their relation to the extent that Sublandlord is obligated to pay Total Leasable Area of the Building. Therefore, Tenant's share of all Operating Expenses and/or Additional Rent under is EIGHT AND 83/100's PERCENT (8.83%). If the Master SubleaseTotal Leasable Area of the Building or Rentable Area of the Premises should change during the term hereof, Subtenant shall pay Landlord will adjust Tenant's percentage accordingly. Without in any way limiting the foregoing, Tenant agrees to Sublandlorddeposit with Landlord on the first day of each month, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease Lease, as Additional Rent, $1,220.00 per month, which sum shall be held, without liability for interest, in escrow (the "Sublease ShareOperating Expense Escrow"), so that Landlord shall have a sufficient amount available for the payment of all Operating expenses when they become due and payable. Notwithstanding It is recognized that $1,220.00) is only an estimate. Accordingly, appropriate adjustments in the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under Escrow and the Master Sublease. Similarly, and again as an example only, future monthly payment schedule may be made based upon the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair actual statements for the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master SubleaseOperating Expenses. In the event a deficiency exists in the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed Operating Expense Escrow at any time during the Termterm of this Lease, Tenant shall promptly pay any such deficiency within thirty (30) days after receipt of such notice. In the event any excess is paid by Tenant within any quarter of one year of this Lease, Landlord shall credit to Tenant such excess. Upon reasonable request Landlord will provide Tenant with an accounting of all amounts which make up the Operating Expenses. Landlord may commingle the Operating Expense Escrow with Landlord's other funds. Without limiting the foregoing, in the event Landlord's lender(s) should require Landlord to escrow for real estate taxes and/or property insurance with the lender(s), then the Sublease Share proportional monthly amount deposited by Tenant with Landlord for the payment of real estate taxes and/or insurance shall be recalculatedbased upon the amount Landlord is required to deposit with Landlord's lender(s). All It is further agreed that if any real estate tax is payable in full before the expiration of the fiscal tax year, whether in installments or by lump sum payment, the monthly payments under this Section 4.2 by Tenant shall be due from Subtenant in amounts such that there shall be a fund in Landlord's hands sufficient to Sublandlord no fewer than five (5) days prior meet the payment or any tax or installment thereof as it falls due. In the case of special assessments which are imposed during the term hereof, together with interest on deferred payments, Landlord and Tenant agree, at Landlord's sole option, to take such steps as may be prescribed by law to take advantage of any opportunity to pay any such assessment in the date maximum number of installments. Tenant shall be obligated for Tenant's pro rata portion of any interest imposed upon which Sublandlord's the installment payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to any such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseassessment.

Additional Rent. If Tenant covenants and agrees to pay as Additional Rent, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, all real estate taxes, special assessments, water rates and charges, sewer rates and charges, including any sum or sums payable for sewer or water capacity, charges for public utilities (the charges for the electric power portion thereof to be at rates charged by the applicable regulated utility providing such electricity, at Tenant's request), insurance premiums, street lighting, excise levies, licenses, permits, governmental inspection fees (incurred after Substantial Completion) and all other charges or burdens of whatsoever kind and nature (including costs, fees, and expenses of complying with any restrictive covenants or similar agreements to which the Demised Premises is subject) incurred in the use, occupancy, operation, leasing or possession of the Demised Premises (except as otherwise provided in Section 4.3 hereof), without particularizing by any known name or by whatever name hereafter called, and whether any of the foregoing be general or special, ordinary or extraordinary, foreseen or unforeseen (collectively, "Impositions"), which at any time during the Term may be payable. Landlord represents that it has received no notice of any change in the assessed valuation of the Land or any special assessment applicable to the Land. Tenant shall pay all components of Additional Rent as set forth in this Section 4.1 directly to the applicable public utility or other entity. Notwithstanding anything to the contrary herein, Landlord agrees that Impositions shall not include: (i) leasing commissions and attorneys fees incurred in connection with the negotiation and execution of this Lease; (2) costs incurred by Landlord in the discharge of its obligations under this Lease; (3) any amortization or depreciation on the Building; (4) costs incurred by Landlord to the extent that Sublandlord is obligated due to pay Operating Expenses and/or Additional Rent under a violation by Landlord of any of the Master Subleaseterms of this Lease; (5) interest on debt or amortization payments on any mortgages or any other debt for borrowed money; (6) repairs or other work occasioned by fire, Subtenant windstorm, or other casualty to the extent same are paid by the proceeds of insurance or condemnation awards; and (7) costs incurred to the extent resulting from the failure of the Building to comply with any applicable law, rule, regulation, or code in effect as of the Commencement Date of any governmental authority having jurisdiction over the Building. Tenant shall pay to Sublandlordall special (or similar) assessments or installments thereof (including interest thereon) for public improvements or benefits which, fifty-eight percent (58%) of all such amounts during the Term shall be laid, assessed, levied or imposed upon or become a lien upon the Demised Premises and which are payable during the term Term, or any portion thereof; provided, however, that if by law any special assessment is payable (without default) or, at the option of the party obligated to make such payment, may be paid (without default) in installments (whether or not interest shall accrue on the unpaid balance of such special assessment), Tenant may pay the same, together with any interest accrued on the unpaid balance of such special assessment in installments as the same respectively become payable and before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment and the interest thereon. Except as hereafter provided, Tenant shall pay all special assessments or installments thereof (including interest accrued thereon), whether heretofore or hereafter laid, assessed, levied or imposed upon the Demised Premises, or any portion thereof, which are due and payable during the Term (regardless of the period to which such assessments relate). Landlord shall pay all installments of special assessments (including interest accrued on the unpaid balance) which are payable prior to the commencement and after the termination of this Sublease Lease. Except as hereafter provided, Tenant shall pay all real estate taxes, whether heretofore or hereafter levied or assessed upon the Demised Premises, or any portion thereof, which are due and payable during the Term (regardless of the "Sublease Share"period to which such taxes relate). Notwithstanding Provisions herein to the foregoingcontrary notwithstanding, Landlord shall pay that portion of the Sublease Share real estate taxes and installments of special assessments due and payable in respect to the Demised Premises during the year the Term commences and the year in which the Term ends which the number of days in said year not within the Term of this Lease bears to 365, and except as hereafter provided, Tenant shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to pay the balance of the Premises, or that arises as the result said real estate taxes and installments of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach special assessments during said years. The provisions of this Sublease by Sublandlord Section 4.1 shall survive the expiration or Subtenant. As an example but not in limitation earlier termination of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Subleasethis Lease. In the event the rentable area Land is currently taxed as part of a larger parcel for real estate tax purposes, promptly upon the execution of this Lease, Landlord will use good faith efforts to have the Land divided into a separate and distinct real estate tax parcel. Until such time as said tax division occurs, Landlord shall compute the portion of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which real estate tax bill ▇▇▇ll be accompanied by a copy ributable to the Demised Premises and which portion is attributable to other property, if necessary. Landlord agrees to provide copies of Master Sublandlordall tax bills and Landlord's bill calculation of Tenant's proportionate share of the Real Estate taxes (until the tax division) promptly upon receipt of the tax bill. ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to ter the extent tax division of the Sublease Share Land occurs, Landlord will cause all real estate tax bills, assessments and notices to be sent directly to Tenant, and Tenant agrees promptly to furnish copies of reimbursement received by Sublandlord under same to Landlord. Tenant's address for real estate tax purposes shall be the Master Subleaseaddress for the Leased Premises.

Additional Rent. If a) It is the purpose and intent of the Landlord and Tenant that the rent payable hereunder shall be absolutely net to the extent Landlord so that Sublandlord is obligated this Sublease shall yield, net to pay Operating Expenses and/or Additional the Landlord, the Base Rent under the Master Sublease, Subtenant shall pay due with respect to Sublandlord, fifty-eight percent (58%) of all such amounts payable each year during the term of this Sublease Sublease. For purposes of this Sublease, it is agreed that the Subleased Property comprises one hundred percent (the 100%) ("Sublease Tenant's Pro Rata Share"). Notwithstanding ) of the foregoing, the Sublease Share Prime Lease Property. b) The Tenant shall be equitably adjusted by responsible for the parties payment of Tenant's Pro Rata Share of all property taxes for any item 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 Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared a normal and recurring nature on property substantially similar to the balance Subleased Property, at the time of the Premises, execution of this Sublease. All such other taxes or that arises as assessments affecting the result of Subleased Property accruing after the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach Commencement Date but prior to the termination of this Sublease by Sublandlord or Subtenant. As an example but not in limitation shall be the responsibility of the generality 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 (as well as for any earlier period not paid as of the 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 Tenant's Pro Rata Share for such utilities furnished to the Prime Lease Property (all of the foregoing, the Sublease Share payable by Subtenant would together with any and all penalties, fines and/or interest thereon, being hereinafter sometimes collectively referred to as "Impositions"). d) Landlord shall furnish or cause to be 100% furnished to Tenant, promptly after receipt of same, copies of any notices, statements or invoices with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseImpositions.

Additional Rent. If and Sublessee shall pay as additional rent (“Additional Rent”), within twenty (20) days after demand therefor, all sums or other charges required to be paid by Sublessee under this Sublease. During the extent that Sublandlord is obligated Term, Sublessee shall pay to pay Operating Expenses and/or Additional Rent Sublessor all sums or other charges required to be paid by Sublessor, as tenant, to Master Lessor under the Master SubleaseLease, Subtenant including without limitation, (a) all Real Property Taxes, insurance premiums and common area expenses required to be paid to Master Lessor thereunder (collectively, “Operating Expense Payments”, and which shall pay include expenses relating to Sublandlordthe Parking Areas and Outdoor Areas, fifty-eight percent as such terms are defined below), (58%b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) of all such amounts payable during the term Master Lease, and (c) the management fee charged by Master Lessor to Sublessor under the Master Lease, but expressly excluding (i) any “Basic Rent” due from Sublessor, as tenant, to Master Lessor under the Master Lease, and (ii) any late charges, default interest and other penalties due from Sublessor, as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations contained in this Sublease (Sublease. Sublessor shall not charge Subtenant a management fee with regard to the "Sublease Share")Building, other than the management fees charged by Master Lessor under the Master Lease. Notwithstanding the foregoing, Sublessee’s obligation to pay Operating Expense Payments for the Sublease Share Subleased Premises shall be equitably adjusted by the parties prorated for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days all periods prior to the date upon time that the entire Subleased Premises has been delivered to Sublessee, on the basis of the ratio that the rentable square footage of those portions of the Subleased Premises delivered to Sublessee bears to 94,484 rentable square feet. Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 54 of the Master Lease, (B) repair or maintenance of the central courtyard amongst the Buildings, and (C) repair, maintenance, replacement or new construction of improvements in such central courtyard, within twenty (20) days after written demand therefor (which Sublandlord's written demand shall contain documentation in reasonable detail evidencing the costs and expenses incurred by Sublessor); provided, however, that Sublessee shall have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the central courtyard, or (bb) construction or installation of any new improvement in the central courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Sublessor shall have the same remedies for a default in the payment of Operating Expenses and/or Additional Rent is due to as for a default in the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy payment of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith)Base Rent. Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Base Rent and Additional Rent are hereinafter sometimes referred to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasecollectively as “Rent.”

Additional Rent. If and All monies other than Base Rent required to be paid by Subtenant under this Sublease, including, without limitation, all amounts payable by Sublandlord under the Master Lease with respect to or reasonably allocated to the extent Subleased Premises shall be deemed additional rent ("Additional Rent"). Subtenant acknowledges that Sublandlord is obligated required to pay to Master Landlord "Building Operating Expenses and/or Additional Rent Expenses" (as defined in the Master Lease) and estimated payments thereof and adjustments thereto under the Master Lease. In addition to all other Additional Rent set forth in this Sublease, Subtenant shall pay to SublandlordSublandlord as Additional Rent hereunder, fifty-eight percent (58%) Subtenant's pro rata share of all of such Building Operating Expenses payable by Sublandlord to Master Landlord. Subtenant's pro rata share shall mean that amount, expressed as a percentage, equal to the number of square feet included in the Subleased Premises divided by the number of square feet in the Master Premises. Such amounts (including estimated payments thereof and adjustments thereto) shall be payable during by Subtenant no later than two (2) days before the term dates the same are due under the Master Lease. Sublandlord shall promptly forward the appropriate invoices received from Master Landlord. Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease (Sublease, that Subtenant shall pay Subtenant's pro rata share of all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the "Sublease Share")Master Lease or the Subleased Premises, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. Notwithstanding the foregoing, in the Sublease Share shall be equitably adjusted by the parties event any Additional Rent is incurred for any item of Operating Expenses Subtenant's sole benefit or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the a result of the negligence Subtenant's request for certain services (such as extra hours' charges, etc.) or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additionotherwise, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master entire cost thereof, and such charges shall not be pro rated between Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseand Subtenant.

Additional Rent. If and In addition to paying Base Rent, beginning on the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseCommencement Date, Subtenant shall pay to Sublandlord, fifty-eight percent as additional rent, Subtenant’s Share of Rent Adjustment on a monthly basis throughout the Sublease Term in accordance with Section 4.1 of the Master Lease. As used in this Sublease, “Subtenant’s Share of Rent Adjustment” means an amount which equals the ratio that the rentable square footage of the Subleased Premises bears to the rentable square footage of the Master Premises, multiplied by Rent Adjustment attributable to the Master Premises payable by Sublandlord to Master Landlord pursuant to Article 4 of the Master Lease. Sublandlord shall promptly forward to Subtenant all Landlord’s Statements for the Master Premises that Sublandlord receives from Master Landlord. If Sublandlord receives a credit for overpayment of Rent Adjustment attributable to the Master Premises (58%“Direct Expense Credit”) pursuant to Section 4.2 of all such amounts payable during the term Master Lease, Subtenant shall receive a credit against the next installment of Rent due under this Sublease (in an amount equal to the "Sublease Share"). Notwithstanding ratio that the foregoingrentable square footage of the Subleased Premises bears to the rentable square footage of the Master Premises at the time that the overpayment was made multiplied by the total Direct Expense Credit or, if the Sublease Share Term has ended, Sublandlord shall be equitably adjusted pay such amount to Subtenant within thirty (30) days of Sublandlord’s receipt of the Direct Expense Credit. If Sublandlord needs to make a payment to Master Landlord due to an underpayment of Rent Adjustment attributable to the Master Premises (“Direct Expense Shortfall”) pursuant to Section 4.2 of the Master Lease, Sublandlord shall submit to Subtenant an invoice therefor and Subtenant shall pay Sublandlord an amount equal to the ratio that the rentable square footage of the Subleased Premises bears to the rentable square footage of the Master Premises at the time the underpayment was made multiplied by the parties for any item total Direct Expense Shortfall together with the next installment of Operating Expenses or Additional 4 Rent that relates to or benefits due or, if the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additionTerm has ended, Subtenant shall pay additional rent payable under the Master such amount to Sublandlord within thirty (30) days of Subtenant’s receipt of an invoice therefor. Notwithstanding anything in this Sublease to the extent payable contrary, Subtenant shall pay to Sublandlord, together with its payment of Subtenant’s Share of Rent Adjustment, 100% of the cost of: (a) any charges that apply solely to the Subleased Premises (e.g., real estate taxes on leasehold improvements therein), (b) late fees or penalties assessed against Sublandlord or Master Landlord as a result of Subtenant’s acts or omissions, (c) charges incurred as a result of excess or additional services requested or by Subtenant for the Subleased Premises, and (d) the cost of utilities and janitorial services consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area in accordance with Section 6.2 of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith)Lease. Sublandlord shall refund pass through to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement all abatements, credits, set-offs, offsets, and refunds received by Sublandlord under the Master SubleaseLease to the extent such abatements, credits, set-offs, and offsets directly relate to the Subleased Premises.

Additional Rent. Landlord shall, within one hundred twenty (120) days after the end of each 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 San F▇▇▇▇▇ Plaza/Summer Energy Holdings, Inc. DocuSign Envelope ID: A1357CC3-ED4D-47DF-A5FB-22FC3BC9DEAD year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide any such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If and the such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within fifteen (15) days after Tenant’s receipt of the Expense Statement. If the 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 extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseRent, Subtenant shall pay to Sublandlordor if this Lease has expired, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share amount shall be equitably refunded to Tenant. Unless adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed an audit by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord Tenant conducted pursuant to the Master Subleaseexpress 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. In the event that the rentable area Term of the Premises this Lease expires, or the area of the premises leased is terminated pursuant to the Master Sublease shall be changed during terms of this Lease, on a date other than December 31, then 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, then as provided above, and the Sublease Share shall be recalculated. All payments under this Section 4.2 Additional Rent shown in such Expense Statement shall be due from Subtenant Tenant to Sublandlord no fewer than five Landlord within fifteen (515) days prior to the date upon which Sublandlord's payment after Tenant’s receipt of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasestatement.

Additional Rent. If All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) and costs of utilities under Section 6.2 of the Master Lease, as incorporated herein, shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein; provided Sublessee shall only be required to pay Direct Expenses and utilities which are allocable to the Subleased Premises (a) commencing in 2026 and continuing thereafter for the remainder of the Term, and (b) only to the extent that Sublandlord is obligated such Direct Expenses and utilities exceed the amount of Direct Expenses and utilities allocable to pay Operating the Subleased Premises in 2025 (the “Base Year”). Sublessee’s payment of Direct Expenses and/or Additional Rent under and utilities herein shall be subject to reconciliation and adjustment as between Master Lessor and Sublessor in the same manner as set forth in the provisions of the Master SubleaseLease. For the avoidance of doubt, Subtenant Direct Expenses shall be paid on the first day of each month based on estimates provided by Sublessor (which shall be based on estimates provided by Master Lessor) and subject to reconciliations provided by Sublessor (based on reconciliations provided by Master Lessor). Utilities for the Subleased Premises shall be invoiced in arrears and due on the first day of each month. Commencing in 2026 and continuing thereafter for the remainder of the Term, Sublessee shall also pay to Sublessor its pro rata share based on the square footage of the Subleased Premises to the square footage of the Premises (“Pro Rata Share”) (which Pro Rata Share, for the avoidance of doubt, is currently equal to 17.08%), within thirty (30) days of request by Sublessor, of the cost of any utilities to the Shared Areas and Sublessor’s actual, reasonable, out-of-pocket cost of performing any routine or necessary repairs or maintenance or providing other reasonable services that benefit the Subleased Premises or the Shared Areas (such as maintenance of any systems therein and janitorial service to the Subleased Premises, which Sublessor shall provide at the same level it provides to the remainder of the office portion of its Premises) to the extent they exceed the amount of such expenses in the Base Year (provided Sublessor shall not include any costs of the type described in Section 4.2.4(a)-(t) of the Master Lease), and shall pay to Sublandlord, fifty-eight percent (58%) the disproportionate cost of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance extent supplied disproportionately to Sublessee and the entire cost of such amounts to the Premises, extent supplied solely to Sublessee or that arises as the result of due to the negligence or willful misconduct of Sublandlord Sublessee or Subtenant its agents, employees or contractors. Sublessee shall also pay any of their employees, agents gross receipts or invitees or a breach of rent tax payable with respect to this Sublease by Sublandlord or SubtenantSublease. As an example but not in limitation of the generality of All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Notwithstanding the foregoing, in the Sublease Share payable by Subtenant would be 100% with respect to event any cost to repair or expense is incurred for Sublessee’s sole benefit (including the building located on the Sublease Premises that is payable as an Operating Expense disproportionate use of utilities) or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of Sublessee’s request for certain services requested (such as after hours HVAC charges), or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area property taxes are increased as a result of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant Alterations or improvements to the Subleased Premises made by or for Sublessee (including the Initial Alterations), Sublessee shall pay the entire cost thereof within thirty (30) days of receipt of an itemized invoice therefor. For the avoidance of doubt, in no event shall Sublessee be responsible for the payment of any amounts which are attributable to Sublessor’s default under the Master Lease or Sublease, which such default is not attributable to Sublessee’s own default under this Sublease. In the event that Sublessee disputes the rentable area Direct Expenses or utilities billed to Sublessee hereunder, Sublessor shall be obligated, upon Sublessee’s reasonable request (which, for the avoidance of the Premises or the area of the premises leased pursuant doubt, shall not occur more than once in any calendar year) and, to the extent not fully reimbursed by Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished ▇, at Sublessee’s cost, which shall be paid by Sublessee within thirty (30) days of demand by Sublessor, to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent exercise its rights under Section 4.6 of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseLease.

Additional Rent. If and to the extent that Sublandlord is obligated 3.1 Tenant shall be fully responsible to pay Operating Expenses and/or as Additional Rent hereunder all taxes, costs, charges, maintenance, and operational expenses associated with the Demised Premises together with all interest and penalties that may accrue thereon in the event of the Tenant’s failure to pay such amounts, and all damages, costs and expenses which the Landlord may incur by reason of any default of the Tenant or failure on the Tenant’s part to comply with the terms of this Lease, except those specifically allocated to Landlord under Article 5 of this Lease. Therefore, and without limitation, commencing at the Master SubleaseCommencement Date, Subtenant Tenant shall pay to Sublandlord, fiftyLandlord sixty and forty one-eight hundredths percent (5860.40%) of the total costs of the following items, herein called “Additional Rent”: A. All real estate taxes on the land, as more fully described on Schedule “H” attached hereto and made a part hereof (the “Land”), site improvements and the Building (hereinafter collectively, the “Landlord’s Premises”). Said real estate taxes shall include all real estate taxes and assessments that are levied upon and/or assessed against the Landlord’s Premises, including any taxes which may be levied on rents, except that as to assessments, Landlord shall elect to pay same over the longest period permitted by law and only the current year’s installment, including interest, shall be added into Tenant’s calculation. In addition, Tenant shall reimburse Landlord for Landlord’s reasonable costs incurred in appealing taxes and/or assessments on Landlord’s Premises, including reasonable legal fees, expert witness fees and other proper costs but Tenant will not be liable to pay a reimbursement in excess of any actual tax savings resulting from such an appeal. If any such appeal is successful, any recovery net of such expenses shall be credited (proportionately) to Tenant’s obligation hereunder. Except during the final three (3) years of the then Term, Tenant shall have the right to appeal tax assessments on the Landlord’s Premises at Tenant’s sole cost and expense (such costs, including, without limitation, reasonable counsel fees shall be reimbursed to Tenant from any tax refunds with the net refunds to be credited pro rata to all tenants of Landlord’s Premises, including the Tenant); provided that if such appeal is unsuccessful or if it results in an increase in real estate taxes, Tenant shall bear all such amounts payable during the term of this Sublease (the "Sublease Share")costs, attorneys fees and tax increases. Notwithstanding the foregoing, the Sublease Share foregoing taxes shall be equitably adjusted specifically exclude income taxes assessed against the Landlord, franchise taxes, estate taxes, sales taxes, corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, or transfer taxes payable by the parties for Landlord, corporate franchises, capital stock, loans and bonus taxes imposed upon any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance owner of the PremisesLand, any late fees, penalties or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% interest with respect to the payment of any cost such taxes, and any income, profits or revenue tax. Landlord hereby agrees to pay all such taxes so as to include and obtain any applicable discount for early payment. B. All premiums and deductible costs paid by Landlord for the Landlord’s Premises only associated with Insurance (as described in Articles 11.3 and 11.4 below). C. All costs to maintain, repair and replace common areas, parking lots, sidewalks, canopies, driveways, hallways and utility rooms, lines and facilities and other common areas within the building located Land. There shall also be included any parking charges, utilities surcharges, or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the use or occupancy of the Demised Premises or the Parking Lot (as defined in Article 43 below) from and after the Commencement Date. Any and all such replacement costs shall be amortized over the useful economic life of such improvements. D. On or about the Rent Commencement Date, Landlord shall submit to Tenant a statement of the anticipated monthly Additional Rent for the period between the Rent Commencement Date, and the following December 31, and Tenant shall pay this Additional Rent on a monthly basis concurrently with the payment of the Fixed Rent. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 1 of each calendar year (commencing in 2004), Landlord shall use its best efforts to give Tenant a statement showing the total Additional Rent for the Landlord’s Premises for the prior calendar year, and for 2003 prorated from the Rent Commencement Date (an “Operating Expense Statement”). E. In the event the total of the monthly payments which Tenant has made for the prior calendar year be less than the Tenant’s actual share of such Additional Rent, then Tenant shall pay the difference in a lump sum within thirty (30) days after receipt of such statement from Landlord and shall concurrently pay the difference between the total previous monthly payments made in the then calendar year and the total of monthly payments calculated as Additional Rent based on the Sublease Premises that prior year’s experience. Any overpayment by Tenant shall be credited towards the Fixed Rent and/or Additional Rent next coming due. The actual Additional Rent for the prior year shall be used for purposes of calculating the anticipated monthly Additional Rent for the then current year with actual determination of such Additional Rent after each calendar year as above provided. Even though the term has expired and Tenant has vacated the Demised Premises, when the final determination is payable as an made of Tenant’s share of said Additional Rent for the year in which this Lease terminates, Tenant shall pay any increase due over the estimated Additional Rent previously paid within thirty (30) days after demand, and, conversely, any overpayment made shall be immediately rebated by Landlord to Tenant within thirty (30) days after such notice to Tenant, and this provision shall survive termination for said purpose. Failure of Landlord to submit Operating Expense Statements to Tenant as called for herein within six (6) months after the end of any applicable lease year or Additional Rent under one (1) year from the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part expiration of the Premises but not part of Initial Term, or any renewal term, as the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord case may be, shall be rebuttably presumed deemed to be correcta waiver of Tenant’s requirement to pay sums as herein provided. In addition, Subtenant Tenant shall not be responsible or liable for the payment of any amount which should have been included in an Operating Expense Statement as Additional Rent for a particular calendar year that was not so included. F. Each Operating Expense Statement shall be conclusive and binding upon Tenant unless, within one hundred twenty (120) days after receipt of such Operating Expense Statement, Tenant shall notify Landlord that it disputes the correctness of the Operating Expense Statement, specifying the particular respects in which said Operating Expense Statement is claimed to be incorrect. Tenant, or an independent certified public accountant who is hired by Tenant on a noncontingency fee basis and who offers a full range of accounting services, shall have the right, during regular business hours, to review Landlord’s invoices relating to the disputed items of operating expenses for the immediately preceding lease year; or at Landlord’s sole discretion and in lieu of such review, Landlord will provide Tenant with an audited statement. Tenant shall (and shall cause its employees, agents and consultants to) keep the results of any such review or audited statement strictly confidential. If such review or audited statement shows that the estimated payments by Tenant on account of operating expenses exceeded the amounts to which Landlord is entitled hereunder for the immediately preceding lease year, Landlord shall credit or refund the amount of such excess as provided herein. In addition, if the Operating Expense Statement overstated the actual operating expenses by five percent (5%) or more, then Landlord shall pay additional rent payable under to Tenant the Master Sublease reasonable and necessary fees and costs associated with such audit. If Tenant shall dispute an Operating Expense Statement, pending the determination of such dispute, Tenant shall pay the estimated payments claimed by Landlord to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant Tenant on account of operating expenses in accordance with the applicable Operating Expense Statement, without prejudice to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment Tenant’s position. All costs and expenses of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, such review or audited statement shall be paid by Tenant except as otherwise specifically provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord for in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.this Section 3.1

Additional Rent. If Commencing on the Lease Commencement Date (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 and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the "Additional Rent") the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Landlord. Landlord shall 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 Rent. (b) Landlord's share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Sublandlord Tenant is obligated to pay Operating Expenses and/or Additional Rent under or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term terms of this Sublease (the "Sublease Share")Lease. Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted Landlord may elect by the parties for written notice to Tenant to have Tenant pay Real Property Taxes or any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared portion thereof directly to the balance applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect payment to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord Landlord no fewer later than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to before such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseReal Property Taxes become delinquent.

Additional Rent. (a) Sublessor represents that its Tenant's Share, as Tenant under the Underlying Lease, as defined in Article 1 of the Underlying Lease is 100%. Commencing April 1, 1997 and continuing with each ensuing calendar year thereafter, Sublessee shall pay Additional Rent within ten (10) business days after demand, which Additional Rent shall be equal 51.6% ("Sublessee's Proportionate Share") of the amount, if any, by which the Operating Costs (as such term is defined in the Underlying Lease) in each such calendar year subject to proration with respect to the last year of the Sublease term if less than a full calendar year, exceed the Operating Costs paid or charged to the Sublessor as tenant under the Underlying Lease for the calendar year 1996. Sublessor shall, upon Sublessee's request, request of Underlying Landlord the supporting data required to verify the charges for Additional Rent sought to be passed on to Sublessee as occupant of the Sublet Premises pursuant to the Underlying Lease and shall disclose to Sublessee all information or findings pertaining to the duty of Sublessor or Sublessee to pay such charges as Additional Rent, including such matters with respect to such items of Additional Rent as may have been called to Sublessor's attention by Sublessee. If Sublessor shall not otherwise be contesting such charges, the cost and expense of obtaining such supporting data, if any, shall be paid by Sublessee, as Additional Rent. (b) If Sublessor receives any refund or credit under the Underlying Lease relating to any payment made by the Sublessee for Additional Rent pursuant to this Article, Sublessee shall be entitled to receive from Sublessor the entire amount of such refund or credit (less sums, if any, expended by Sublessor in connection with ob taining such refund or credit) to the extent that Sublandlord is obligated relating to pay Operating Expenses and/or any payment made by Sublessee to Sublessor for Additional Rent under promptly following receipt by Sublessor. (c) Sublessor shall cause to be provided to the Master SubleaseBuilding, Subtenant including the Sublet Premises, services consisting of maintenance, repairs, cleaning of the Building (other than the Sublet Premises), cellular service, pest control, sanitation and waste removal ("Sublessor's Services") which shall be paid for by Sublessor and Sublessee as herein provided. Sublessee's expense base based on Sublessee's Proportionate Share is $0.17 per square foot ("Sublessee's Expense Base"). Commencing on the first anniversary of the Commencement Date and continuing with each anniversary date thereafter, if the cost of Sublessor's Services shall be greater than Sublessee's Expense Base, Sublessee shall pay to SublandlordSublessor, fifty-eight percent as additional rent for such year, an amount equal to the Sublessee's Percentage of the excess of the cost of Sublessor's Services for such year over the Sublessee's Expense Base (58%) of all such amounts payable during the term of this Sublease (the "Sublease ShareSublessee's Expense Payment"). Notwithstanding the foregoingSublessor shall submit to Sublessee, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesprior to, or that arises as within 30 days following the result commencement of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part each year of the Sublease Premises. Any reasonably adjustment in Term, an expense statement certified by the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additionSublessor, Subtenant shall pay additional rent payable under setting forth the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area costs and expenses of the Sublease Premises by Sublessor's Services for the rentable area of preceding year and the Premises leased by Master Sublandlord payment, if any due to Sublandlord pursuant to the Master SubleaseSublessor from Sublessee for such year. In the event there is a decrease in the rentable area cost of the Premises or the area of the premises leased pursuant to the Master Sublease Sublessor's Services, Sublessee's Expense Payments shall be changed during adjusted to reflect the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasedecrease.

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during 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 Lease Term, but commencing with the first day of the first month of the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Sections 5.01 and 5.02 of this Sublease Lease, (the "Sublease Share")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. Notwithstanding the foregoingCollectively, the Sublease Share aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates referred to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or “Total Operating Costs”. For reference purposes only and not as any of their employees, agents or invitees or a breach of this Sublease representation by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoingLandlord as to such information, the Sublease Share payable 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by Subtenant would be 100% with respect to this reference. Landlord may adjust its estimates of Total Operating Costs at any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date time based upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ ▇▇▇’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 ▇▇▇▇▇▇’s Pro Rata Share of such expenses. Within thirty (30) days after ▇▇▇▇▇▇’s receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s Pro Rata of such costs and expenses for such period. 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 its suppliers, vendors, carriers and contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other material furnished expenses, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant’s obligation to Sublandlord in connection therewith). Sublandlord reimburse such costs shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or be an Additional Rent to obligation payable in full with the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasenext monthly Rent payment.

Additional Rent. If and It is expressly agreed that Lessee will pay in addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Fixed Basic Rent provided in Article 3 hereof, an Additional Rent under to cover Lessee's Percentage as defined in the Master SubleasePreamble, Subtenant of the increased cost to Lessor, for each of the categories enumerated herein, over the "Base Period Costs", as defined in the Preamble for said categories. a. Operating Cost Escalation -- If the Operating Costs incurred for the Building in which the Premises are located and Office Building Area for any Lease Year or Partial Lease Year during the Lease Term shall be greater than the Base Operating Costs (adjusted proportionately for periods less than a Lease Year), then Lessee shall pay to SublandlordLessor, fifty-eight percent (58%) as Additional Rent, Lessee's Percentage of all such amounts payable during the term excess Operating Costs. Operating Costs shall include,by way of this Sublease illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security taxes, and other taxes which may be levied against Lessor upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; laundry and towel service; tools and equipment (which are not required to be capitalized for federal income tax purposes); fire and other insurance; trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (hereinafter collectively referred to as the "Sublease ShareOperating Costs"). Notwithstanding , but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the foregoingLessor's corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, unless said expenditures are for the Sublease Share purpose of reducing Operating Costs within the Building and Office Building Area, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any governmental or quasi-governmental law, statute, ordinance, rule, order, requirements or regulation, in which event the costs thereof shall be equitably adjusted by the parties for any item of included. The Base Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately Costs shall as compared to the balance of the Premises, or that arises be as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment defined in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleasePreamble.

Additional Rent. If (A) Tenant shall pay its Pro Rata Share of Taxes and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Tenant's Share"). Notwithstanding As soon as practicable each year during the foregoingLease Term, Landlord shall furnish to Tenant a detailed estimate of Tenant's Share for the Sublease timeframe in question (broken down on a category by category basis). Tenant acknowledges that Landlord has provided Tenant with a non-binding estimate of the Tenant's Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared calendar year 1999, prior to the balance execution hereof. Tenant shall pay to Landlord the estimate for Tenant's Share in equal monthly installments at the same time and place as Rent is to be paid. Landlord will furnish a statement of the Premisesactual Tenant's Share no later than April 1 of each year during the Lease Term, including the year following the year in which the Lease expires or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Subleaseotherwise terminated. In the event that Landlord is, for any reason, unable to furnish the rentable area statement of the Premises or actual Tenant's Share within the area time specified above, Landlord will furnish such statement 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 will pay to Landlord any deficiency as shown by such statement within thirty (30) days of receipt of such statement. Provided no Event of Default by Tenant is in existence under this Lease, Landlord will refund to Tenant any excess as shown by such statement within thirty (30) days of the premises leased pursuant to date of the Master Sublease shall be changed during the Termstatement; provided that, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment if an Event of Operating Expenses and/or Additional Rent Default by Tenant is due to the Master Sublandlordin existence, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord Landlord shall refund to Subtenant any overpayment by Subtenant Tenant the amount of such excess at such time as all Events of Default have been cured. Landlord will keep books and records showing the Operating Expenses and/or in accordance with generally accepted accounting principles. (B) Any and all payments (other than Rent) required to be made by Tenant pursuant to this Lease shall be deemed additional Rent ("Additional Rent to Rent"). Landlord shall have the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasesame rights and remedies for said payments as for Rent.

Additional Rent. If and to Commencing on the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseCommencement Date, Subtenant shall pay as additional rent to Sublandlord, fiftySublandlord upon demand all sums (other than Fixed Rent) payable by Subtenant pursuant to this Sublease ("Additional Rent") and including (i) fifty and thirty-eight seven hundredths percent (5850.37%) ("Subtenant's Proportionate Share") of all charges payable by Sublandlord to Underlying Landlord pursuant to the provisions of Artic1e 28 of the Underlying Lease; provided, however, that if the Tenant's Proportionate Share under the Underlying Lease becomes greater than or less than 26.87%, Subtenant's Proportionate Share shall be reduced or increased accordingly, and provided, further, the terms "Base Labor Year" and "Base Tax Year" shall have the meanings set forth in Section 6(a) hereof) and (ii) one hundred percent (100%) of all electricity, heat and condenser water costs pursuant to Section 21 hereof, and all other costs, fees and expenses in connection with Subtenant's particular use or manner of use of the Subleased Premises or the Building (including, without limitation, freight elevators and loading docks) or services provided by the Underlying Landlord to Subtenant which are not included in Sublandlord's operating expenses (such as expanded cleaning services or fees for review of plans and specifications in connection with any alterations). If Sublandlord is required by Underlying Landlord under the Underlying Lease to make advance payment or deposits of such charges, Subtenant shall make advance payments or deposits to Sublandlord in the proper amounts payable during consistent with the term above provisions. Subtenant's obligations under the provisions of this Paragraph 3 shall be apportioned for any period at the beginning or end of the Term of this Sublease (that is less than a full calendar year. Sublandlord shall have the "right to demand payment during or after the expiration or earlier termination of this Sublease. All other costs and expenses that Subtenant assumes or agrees to pay pursuant to this Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by deemed Additional Rent and, in the parties event of nonpayment, Sublandlord shall have all the rights and remedies provided for any item of Operating Expenses herein, in the Underlying Lease, at law or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance in equity in case of the Premises, or that arises as the result nonpayment of the negligence or willful misconduct Rent. If Subtenant shall fail to pay any installment of Sublandlord or Subtenant Fixed Rent or any amount of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under within seven (7) days after the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as date such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In additioninstallment or payment becomes due, Subtenant shall also pay additional rent payable under to Sublandlord the Master Sublease to fees and charges, and the extent payable as a result of services requested or consumed by Subtenant interest on the Sublease Premises. The Sublease Share is calculated amount overdue, at the rates, and as otherwise required by dividing Section 19 and the rentable area other provisions of the Sublease Premises by Underlying Lease. Subtenant's obligation to pay Additional Rent hereunder shall commence from and after the rentable area Commencement Date for the remainder of the Premises leased by Master Sublandlord to Sublandlord pursuant to Term and shall survive the Master Sublease. In the event the rentable area expiration or earlier termination of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. If (A) Tenant shall pay its Pro Rata Share of Taxes and Operating Expenses (“Tenant’s Share”). As soon as practicable each year during the Lease Term, Landlord shall furnish to Tenant a detailed estimate of Tenant’s Share for the timeframe in question (broken down on a category by category basis). Tenant acknowledges that Landlord has provided Tenant with a non-binding estimate of the Tenant’s Share for calendar year 1999, prior to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant execution hereof. Tenant shall pay to Sublandlord, fifty-eight percent (58%) Landlord the estimate for Tenant’s Share in equal monthly installments at the same time and place as Rent is to be paid. Landlord will furnish a statement of all such amounts payable the actual Tenant’s Share no later than April 1 of each year during the term of this Sublease (Lease Term, including the "Sublease Share"). Notwithstanding year following the foregoing, year in which the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses Lease expires or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Subleaseotherwise terminated. In the event that Landlord is, for any reason, unable to furnish the rentable area statement of the Premises or actual Tenant’s Share within the area time specified above, Landlord will furnish such statement 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 will pay to Landlord any deficiency as shown by such statement within thirty (30) days of receipt of such statement. Provided no Event of Default by Tenant is in existence under this Lease, Landlord will refund to Tenant any excess as shown by such statement within thirty (30) days of the premises leased pursuant to date of the Master Sublease shall be changed during the Termstatement; provided that, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment if an Event of Operating Expenses and/or Additional Rent Default by Tenant is due to the Master Sublandlordin existence, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord Landlord shall refund to Subtenant any overpayment by Subtenant Tenant the amount of such excess at such time as all Events of Default have been cured. Landlord will keep books and records showing the Operating Expenses and/or in accordance with generally accepted accounting principles. (B) Any and all payments (other than Rent) required to be made by Tenant pursuant to this Lease shall be deemed additional Rent (“Additional Rent to Rent”). Landlord shall have the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasesame rights and remedies for said payments as for Rent.

Additional Rent. Landlord shall, within one hundred twenty (120) days after the end of each 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 such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If and the Expense Statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Tenant’s receipt of the Expense Statement. If such 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 extent Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Provided, however, that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under in the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during event that the term Term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the PremisesLease expires, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord terminated pursuant to the Master Subleaseterms of this Lease, on a date other than December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised good faith 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 of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the rentable area prorated Additional Rent reflected in such estimate within thirty (30) days after Tenant’s receipt of such estimate; (ii) the estimated amount of the Premises or Additional Rent for the area 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 Estimate. 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 premises leased pursuant to the Master Sublease shall be changed during final Operating Period contained in the Term, then as provided above, and the Sublease Share shall be recalculated. All payments under this Section 4.2 Additional Rent shown in such Expense Statement shall be due from Subtenant Tenant to Sublandlord no fewer than five Landlord within thirty (530) days prior to the date upon which Sublandlord's payment after Tenant’s receipt of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasestatement.

Additional Rent. If and (a) In addition to the extent that Sublandlord Base Rent as provided above, Lessee shall directly pay when due, as "Additional Rent," all utility services for the Premises; all real estate taxes, assessments and charges (or appropriate pro rata portion thereof where a taxing body’s fiscal period does not coincide with the Term of this Lease or any extension thereof) separately assessed for the Premises by applicable governmental authorities, subject to Lessee’s good faith right to contest such imposition at Lessee’s sole expense; all risks casualty and liability insurance premiums for the Premises and the Lessee's Business protecting both the interests of Lessor, Lessee and Lessor’s mortgagee, with the form, content and amount of such coverages specified in this Lease; expenses for management, maintenance, repair and replacement of the Premises, parking lot, driveways, signs, landscaping and all other improvements on the Premises, whether interior or external, structural or non-structural, ordinary or extraordinary; all common area charges and other expenses which Lessor is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseLease; and all other costs and expenses associated with the Premises and Lessee's Business. (b) It is the intention of Lessor and Lessee that this Lease be a triple-net or carefree lease to Lessor, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties and Lessor is not responsible for providing any services or paying for any item expenses in connection with the Premises and Lessee's Business. Failure to any extent of Operating Expenses Lessee to obtain any service or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesmaintenance, or that arises any cessation of utilities or services due to any cause, shall not render Lessor liable in any respect for damages to either person or property, nor be construed as an eviction of Lessee, nor work an abatement of rent, nor relieve Lessee of any of its obligations, except if the result of the negligence any willful or willful misconduct negligent act or omission of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Lessor. (c) The Base Rent and Additional Rent and all other sums which Lessee agrees to pay under the Master Sublease. Similarlythis Lease, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment all interest which may accrue thereon in the Sublease Share event of Lessee’s failure to pay any such amounts, together with all damages, costs and expenses which Lessor may reasonably incur by Sublandlord reason of Lessee’s default, monetary or non-monetary, shall collectively be rebuttably presumed referred to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease"Rent."

Additional Rent. If Beginning with the Sublease Commencement Date and continuing to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseSublease Expiration Date, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) Sublandlord as additional rent for this subletting the cost of all such amounts expenses, costs and charges payable during to Landlord or to third party providers by Sublandlord resulting from Subtenant's use of the term Sublease Premises, and the Building including, without limitation, Subtenant's pro rata share of the cost of all operating expenses (including Building maintenance, common area expenses, insurance premiums for casualty insurance maintained by Sublandlord with respect to the Building (but excluding any insurance coverages for Subtenant's personal property), security, janitorial and refuse disposal (excluding hazardous materials used, stored or disposed of by Subtenant which shall be Subtenant's sole responsibility) services provided by Sublandlord), and real estate taxes, applicable to the Sublease Premises which are allocable to Subtenant's use of the Sublease Premises in accordance with this Sublease. With Sublandlord's prior written consent, which consent may be subject to commercially reasonable conditions, Subtenant may separately contract for any services otherwise provided by Sublandlord with respect to the Sublease (the "Sublease Share")Premises. Notwithstanding the foregoing, the Sublease Share Sublandlord shall be equitably adjusted by the parties for notify Subtenant of any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared non-recurring major expenditures which give rise to the balance payment of additional rent where the PremisesSubtenant's allocated portion of such expenditure is anticipated to cost in excess of Ten Thousand and 00/100 Dollars ($10,000.00); provided, or however, that arises as in no event shall Subtenant have any right of approval over the result foregoing expenditures. Notwithstanding anything in this Section 4(c) to the contrary and without releasing Subtenant from any liability under the Original Sublease Agreement therefor, Subtenant shall not be required to pay any additional rent that is (i) allocable to any period of time (A) prior to the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach Commencement Date of this Sublease by Sublandlord or Subtenant. As an example but not in limitation (B) following the expiration or sooner termination of the generality of the foregoing, the this Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent (ii) payable as a result of services requested a default by Sublandlord of any of its obligations under the Master Lease which are not attributable, either in whole or consumed by in part, to any default of Subtenant hereunder. Subtenant shall have no obligation to pay for any taxes levied or assessed on the value of Sublandlord's personal property located on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. If and to the extent that Sublandlord is obligated (a) Subtenant agrees to pay Sublandlord throughout the Sublease Term, as "Additional Rent" hereunder, for Subtenant's Share (as defined below) of the annual Operating Expenses and/or (as defined below). The Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not payable in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located advance in twelve equal monthly installments on the Sublease Premises that same date and in the same manner as Rent is payable as hereunder. For any partial period to which an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example is allocable but this Sublease is not in effect (by way of illustration only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part annual insurance premiums for coverage expiring after termination of the Sublease Premises. Any reasonably adjustment in the Sublease Term), Subtenant's Share by Sublandlord for such period shall be rebuttably presumed subject to be correct. In addition, Subtenant shall pay additional rent payable under a pro rata adjustment based upon the Master Sublease to the extent payable as a result number of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlordexpiration of the Sublease Term. The amount of monthly Additional Rent is determined by Sublandlord on an annual basis. The annual Additional Rent amounts for the period ending December 31, 1997 is attached hereto as Exhibit C. The (b) The term "Subtenant's payment Share" shall mean the amounts of Operating Expenses and/or Additional Rent is due allocable to the Master SublandlordSubleased Premises determined by historical allocation of the Sublandlord with respect to the Operating Expenses for the entire Property. If Subtenant does not occupy the Subleased Premises for the entire full calendar year in which the Sublease Term commences or ends, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master SublandlordSubtenant's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant Share of Operating Expenses and/or Additional Rent to for the extent applicable calendar year shall be appropriately prorated for the partial year during which Subtenant occupied the Subleased Premises, based on the number of days Subtenant has occupied the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseSubleased Premises during that year.

Additional Rent. If (a) LESSEE shall pay LESSOR, as additional rent, Lessee's Proportionate Share of the real estate taxes (or other payments imposed by governmental authorities in the nature of or in lieu of real estate taxes) or betterments assessments levied against the Property, and LESSEE shall make such payment to LESSOR within twenty (20) days after notice from LESSOR that any installment of such taxes or betterments assessment has been paid to the extent that Sublandlord is obligated appropriate taxing authority. Any such payment shall be prorated if this Lease terminates before the end of the tax period to which such payment relates. (b) LESSEE shall also pay Operating Expenses and/or Additional Rent under LESSOR, as additional rent, (i) during the Master Subleasefirst three (3) years after the Term Commencement Date, Subtenant shall pay a monthly management fee equal to Sublandlord, fifty-eight five percent (585%) of all the Base Rent payable for such amounts payable month by LESSEE, (ii) thirty-one percent (31%) of LESSOR's payments under service contracts with independent contractors for services to the Building or the Leased Premises, provided that LESSEE's obligations under this clause (ii) shall not exceed One Thousand Five Hundred Dollars ($1,500) per year, and (iii) Lessee's Proportionate Share of LESSOR's expenses for electricity, gas, water, and sewer use charges not separately chargeable to other tenants of the Building. (c) During any Extension Term, LESSEE shall pay LESSOR, as additional rent, Lessee's Proportionate Share of Lessor's Operating Expenses for any calendar year during such Extension Term, prorated for any portion of a calendar year occurring at the beginning and end of such Extension Term, For purposes of this Lease, the term "Lessor's Operating Expenses" shall mean those expenses of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates LESSOR not separately chargeable to or benefits the Sublease Premises disproportionately as compared to the balance tenants of the Premises, or that arises as Building and incurred in connection with the result operation and maintenance of the negligence or willful misconduct Property, including: (1) electricity, water, gas, sewer and other utility charges not separately chargeable to tenants; (2) cost of Sublandlord or Subtenant or any of their employeesmaintenance and repairs, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoingincluding engineering services, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent landscaping, grounds maintenance and snow removal; (3) payments under the Master Sublease. Similarlyservice contracts with independent contractors, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part including security service; (4) payments for management services of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer more than five percent (5%) of collected base rents from the Property; and (5) days prior to the date upon which Sublandlord's payment cost of Operating Expenses and/or Additional Rent is due to maintaining insurance on the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseProperty.

Additional Rent. There may be instances under this Agreement where Tenant may be required to pay additional charges to Landlord. All such charges are considered additional rent under this Agreement and will be paid with the next regularly scheduled rent payment. Landlord has the same rights and Tenant has the same obligations with respect to additional rent as they do with rent. Utilities. Tenant is responsible for payment of all utility and other services for the Premises. Security Deposit. Upon signing this Agreement, Tenant will pay a security deposit in the amount of to Landlord. The security deposit will be retained by Landlord as security for Tenant’s performance of its obligations under this Agreement. The security deposit may not be used or deducted by Tenant as the last month’s rent of the Term.Tenant will be entitled to a full refund of the security deposit if Tenant returns possession of the Premises to Landlord in the same condition as accepted, ordinary wear and tear excepted. Within days after the termination of this Agreement, Landlord will return the security deposit to Tenant (minus any amount applied by Landlord in accordance with this section). Any reason for retaining a portion of the security deposit will be explained in writing. The security deposit will not bear interest while held by Landlord in accordance with applicable state laws and/or local ordinances. Landlord’s Failure to Give Possession. In the event Landlord is unable to give possession of the Premises to Tenant on the start date of the Term, Landlord will not be subject to any liability for such failure, the validity of this Agreement will not be affected, and the Term will not be extended. Tenant will not be liable for rent until Landlord gives possession of the Premises to Tenant. Holdover Tenancy. Unless this Agreement has been extended by mutual written agreement of the Parties, there will be no holding over past the Term under the terms of this Agreement under any circumstances. If it becomes necessary to commence legal action to remove Tenant from the Premises, the prevailing Party will be entitled to attorney’s fees and costs in addition to damages. Use of Premises. The Premises will be occupied only by Tenant and Tenant’s immediate family and used only for residential purposes. Tenant will not engage in any objectionable conduct, including behavior which will make the Premises less fit to live in, will cause dangerous, hazardous or unsanitary conditions or will interfere with the rights of others to enjoy their property. Tenant will be liable for any damage occurring to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for Premises and any item of Operating Expenses or Additional 4 Rent that relates damage to or benefits loss of the Sublease Premises disproportionately as compared to the balance contents thereof which is done by Tenant or Tenant’s guests or invitees. Condition of the Premises. Tenant has examined the Premises, including the appliances, fixtures and furnishings, and acknowledges that they are in good condition and repair, normal wear and tear excepted and accepts them in its current condition. Maintenance and Repairs. Tenant will maintain the Premises, including the grounds and all appliances, fixtures and furnishings, in clean, sanitary and good condition and repair. Tenant will not remove Landlord’s appliances, fixtures, or furnishings from the Premises for any purpose. If repairs other than general maintenance are required, Tenant will notify Landlord for such repairs. In the event of default by Tenant, Tenant will reimburse Landlord for the cost of any repairs or replacement. Reasonable Accommodations. Landlord agrees to comply with all applicable laws providing equal housing opportunities, including making reasonable accommodations for known physical or mental limitations of qualified individuals with a disability, unless undue hardship would result. Tenant is responsible for making Landlord aware of any such required accommodations that arises are reasonable and will not impose an undue hardship. If Tenant discloses a disability and requests an accommodation, Landlord has the right to have a qualified healthcare provider verify the disability if the disability is not readily apparent, and Landlord has the right to use the qualified healthcare provider verifying the disability as a resource for providing the reasonable accommodation. Sex Offender Registry. Pursuant to law, information about specified registered sex offenders is made available to the public. Tenant understands and agrees that Tenant is solely responsible for obtaining any and all information contained in the state or national sex offender registry for the area surrounding the Premises, which can be obtained online or from the local sheriff’s department or other appropriate law enforcement officials. Depending on an offender’s criminal history, this information will include either the address at which the offender resides or the community of residence and zip code in which he or she resides. Compliance. Tenant agrees to comply with all applicable laws, ordinances, requirements and regulations of any federal, state, county, municipal or other authority. Mechanics’ Lien. Tenant understands and agrees that Tenant and anyone acting on Tenant’s behalf do not have the right to file for mechanic’s liens or any other kind of liens on the Premises. Tenant agrees to give actual advance notice to any contractors, subcontractors or suppliers of goods, labor or services that such liens are invalid. Tenant further agrees to take the additional steps necessary to keep the Premises free of any and all liens that may result from construction completed by or for Tenant. Subordination. With respect to the Premises, this Agreement is subordinate to any mortgage that now exists, or may be given later by Landlord. Alterations. Tenant will not make any alteration, addition or improvement to the Premises without first obtaining Landlord’s written consent. Any and all alterations, additions or improvements to the Premises are without payment to Tenant and will become Landlord’s property immediately on completion and remain on the Premises, unless Landlord requests or permits removal, in which case Tenant will return that part of the Premises to the same condition as existed prior to the alteration, addition or improvement. Tenant will not change any existing locks or install any additional locks on the Premises without first obtaining Landlord’s written consent and without providing Landlord a copy of all keys. Smoking. Smoking of any kind is strictly prohibited on any part of the Premises. This prohibition applies to Tenant and any visitor, guest or other occupant on the Premises. Pets. Tenant is not allowed to have or keep any pets, even temporarily, on any part of the Premises. The unauthorized presence of any pet will subject Tenant to penalties, damages, deductions and/or termination of this Agreement. Properly trained service animals that provide assistance to individuals with disabilities may be permitted on the Premises with the prior written consent of Landlord, which shall not be unreasonably withheld. Tenant will be responsible for the costs of de-fleaing, deodorizing and/or shampooing all or any portion of the Premises if a pet has been on the Premises at any time during the Term (whether with or without written consent of Landlord). Fire and Casualty. If the Premises are damaged by fire or other serious disaster or accident and the Premises becomes uninhabitable as a result, Tenant may immediately vacate the Premises and terminate this Agreement upon notice to Landlord. Tenant will be responsible for any unpaid rent or will receive any prepaid rent up to the day of such fire, disaster or accident. If the Premises are only partially damaged and inhabitable, Landlord may make full repairs and will do so within a prompt and reasonable amount of time. At the discretion of Landlord, the rent may be reduced while the repairs are being made. Liability. Landlord is not responsible or liable for any loss, claim, damage or expense as a result of any accident, injury or damage to any person or property occurring anywhere on the Premises, unless resulting from the negligence or willful misconduct of Sublandlord Landlord. Renter’s Insurance. Tenant is required to obtain, and maintain at all times during the Term, a renter’s insurance policy with a minimum of $100,000.00 personal liability coverage. Tenant will name Landlord as an interested party or Subtenant additional insured. Tenant will provide Landlord with a certificate or proof of insurance upon request. Assignment and Subletting. Tenant will not assign this Agreement as to any portion or all of their employees, agents the Premises or invitees make or permit any total or partial sublease or other transfer of any portion or all of the Premises. Insurance Requirements. Tenant will not do or permit to be done any act or thing that will increase the insurance risk under any policy of insurance covering the Premises. If the premium for such policy of insurance increases due to a breach of Tenant’s obligations under this Sublease by Sublandlord Agreement, Tenant will pay the additional amount of premium as additional rent under this Agreement. Right of Entry. Landlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of its agents may enter the Premises but not part of at reasonable times to inspect the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed , to be correct. In additionmake any alternations, Subtenant shall pay additional rent payable under the Master Sublease improvements or repairs or to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of show the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Subleasea prospective tenant, buyer or lender. In the event of an emergency, Landlord may enter the rentable area Premises at any time. Surrender. Tenant will deliver and surrender to Landlord possession of the Premises immediately upon the expiration of the Term or the area termination of this Agreement, clean and in as good condition and repair as the premises leased pursuant to Premises was at the Master Sublease shall be changed during commencement of the Term, then reasonable wear and tear excepted. Default. In the Sublease Share event of any default under this Agreement, Landlord may provide Tenant a notice of default and an opportunity to correct such default. If Tenant fails to correct the default, other than a failure to pay rent or additional rent, Landlord may terminate this Agreement by giving a day written notice. If the default is Tenant’s failure to timely pay rent or additional rent as specified in this Agreement, Landlord may terminate this Agreement by giving a day written notice to Tenant. After termination of this Agreement, Tenant remains liable for any rent, additional late, costs, including costs to remedy any defaults, and damages under this Agreement. Remedies. If this Agreement is terminated due to Tenant’s default, Landlord may, in addition to any rights and remedies available under this Agreement and applicable law, use any dispossession, eviction or other similar legal proceeding available in law or equity. Subordination. This Agreement and Tenant’s right under it shall be recalculatedsubject and subordinate to the lien, operation and effect of each existing or future mortgage, deed of trust, ground lease and/or any other similar instrument of encumbrance covering any or all of the Premises, if any, and each renewal, modification, consolidation, replacement or extension thereof. All payments Condemnation. If all or substantially all of the Premises are covered by a condemnation including the exercise of any power of eminent domain by a governmental authority, this Agreement shall terminate on the date possession of the Premises is taken by the condemning authority, and all rent under this Section 4.2 Agreement shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior prorated and paid to such due date (date. Landlord is entitled to collect from the condemning authority the entire amount of any award made in any proceeding. Tenant waives any right, title or interest which bill ▇▇▇ll Tenant may have to any such award and agrees to not make any claim for the Term of this Agreement. Hazardous Materials. Tenant shall not keep on the Premises any item of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be accompanied considered hazardous or extra hazardous by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseresponsible insurance company.

Additional Rent. If and In addition to Base Rent, Sublessee shall also pay directly to Master Lessor, with a copy to Sublessor, the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent entirety of all other costs payable by Sublessor under the Master SubleaseLease, Subtenant shall pay to Sublandlordexcept for any costs for services, fifty-eight percent repairs or maintenance which are not made at the request or for the benefit of Sublessee (58%) of all such amounts payable during the term of this Sublease (the "Sublease ShareADDITIONAL RENT"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant at all times during the Term of this Sublease, Sublessor shall maintain direct contracts, in Sublessor's own name, with the relevant utility provider, for the provision of any utilities to 1. the Subleased Premises, including, without limitation, for utilities such as electricity, water and heating. Sublessor shall invoice Sublessee for the costs of the utilities provided under such contracts, and Sublessee shall pay additional rent payable under the Master Sublease to the extent payable Sublessor such amounts as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord Additional Rent pursuant to the Master Subleaseterms of this Section 3.(b). In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease Additional Rent shall be changed during the Termpayable to Master Lessor, then the Sublease Share shall be recalculated. All except for those payments under this Section 4.2 that are expressly due to Sublessor hereunder, which shall be due from Subtenant to Sublandlord no fewer than at least five (5) business days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Sublessor must pay such amounts to Master Lessor. Sublessee shall further pay to Sublessor as Additional Rent is due any costs and expenses applicable to the Master SublandlordSubleased Premises which are paid directly by Sublessor, provided including, but not limited to, utilities, personal property taxes and real property taxes; provided, however, that Subtenant Sublessee shall have been billed therefor at least ten (10) days prior no obligation with respect to any of such due date (costs which bill ▇▇▇ll be accompanied by a copy are incurred solely for the benefit of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith)Sublessor. Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Base Rent and Additional Rent hereinafter collectively shall be referred to as "RENT." Sublessee shall be entitled to, and benefit from, any rental abatement granted Sublessor under the Master Lease for whatever reason to the extent that such abatement relates to the Subleased Premises and the Term of the Sublease Share of reimbursement received by Sublandlord under the Master this Sublease.

Additional Rent. If Commencing on the commencement of the Early Occupancy Period and continuing throughout the Term, all monies other than Monthly Base Rent required to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent be paid by Sublessee under the Master this Sublease, Subtenant shall pay to Sublandlordincluding, fifty-eight without limitation: (i) one hundred percent (58100%) of all such amounts payable during utility charges with respect to any and all utilities serving the term Premises, including without limitation any excess, “after hours” (as defined in Exhibit C of the Master Lease) or supplemental utility consumption within the Premises; (ii) damages recoverable due to a default under the Master Lease which is the result of any default or failure of performance by Sublessee under this Sublease Sublease; (iii) Sublessee’s Share of all costs incurred by Sublessor in the "Sublease Share"). Notwithstanding installation, maintenance, operation and repair of the foregoingelectric car charging stations provided to Sublessor under the Master Lease, (iv) Sublessee’s own telephone, telecommunications and data communications charges, and any other utility and janitorial charges contracted for directly by Sublessee, (v) all personal property taxes, charges and assessments on Sublessee’s trade fixtures, equipment and other personal property located in the Sublease Share shall be equitably adjusted by the parties for any item Premises, (vi) all permit, license or other governmental fees or charges arising out of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance Sublessee’s use and operation of the Premises, and (vii) any other costs or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of expenses due from Sublessee to Sublessor under this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing(provided, the Sublease however that Sublessee's obligation to pay Sublessee’s Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or shall not commence until the Commencement Date shall occur) shall collectively be deemed "Additional Rent" and, if not contracted for directly by Sublessee, shall be payable to Sublessor within twenty (20) days after receiving an invoice from Sublessor. Sublessee’s obligation to pay Additional Rent is due to shall survive the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy expiration or earlier termination of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith)the Term. Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Monthly Base Rent and Additional Rent hereinafter collectively shall be referred to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseas "Rent”. As used herein, "Sublessee's Share" shall mean Twenty-Two and Forty-Two Hundredths Percent (22.42%) (32,492/144,902).

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant Sublessee shall pay to SublandlordSublessor Additional --------------- Rent, fifty-eight percent as hereinafter defined, for the same periods and in the same manner as Fixed Rent. Additional Rent shall include an amount equal to Sublessor's proportionate share of operating expenses and taxes, (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional as defined in Article 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the PremisesMaster Lease), or that arises as the result during any year of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then in excess of the operating expenses and taxes for the base year, which shall be the calendar year of 2002, as set forth in the Master Lease. The Additional Rent for each calendar year during the Term shall be paid in monthly installments during such calendar year in an amount reasonably estimated by Sublessor and communicated by written notice to Sublessee. Following the close of each calendar year, Sublessor shall compute the amount of the Additional Rent due hereunder based on the actual operating expenses and taxes payable to Landlord by Sublessor for that year, (as set forth on the annual reconciliation statement sent to Sublessor by Landlord) and shall deliver a statement thereof to Sublessee. Sublessee shall pay to Sublessor any deficiency shown by such statement within thirty (30) days after receipt of Sublessor's statement. If the installments paid by Sublessee exceed the amount due, Sublessor shall credit the excess against payments next due to Sublessor from Sublessee hereunder (provided, however, that if the Sublease Share has expired and no further payments are due Sublessor, then Sublessor shall be recalculatedpromptly remit such excess to Sublessee). All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment Delay in computation of Operating Expenses and/or Additional Rent is due shall not be deemed a default hereunder or a waiver of Sublessor's right to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or collect Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseRent.

Additional Rent. If and In Addition to the extent Annual Net Net Rent mentioned in Section A, the Sub-Tenant shall pay the Additional Rent, hereinafter defined. The Sub-Tenant acknowledges and agrees that Sublandlord it is obligated intended that the Sublease Agreement be a completely net net lease to the Sub-Landlord and, except as expressly set out herein or in the Head Lease, the Sub-Landlord shall not be responsible during the Term of the Sublease Agreement for any costs, charges, expenses and outlays or any nature whatsoever arising form or relating to the Subleased Premises, or the use and occupancy thereof, or the contents thereof, or the business carried on therein, and the Sub-Tenant shall pay all charges, impositions, costs and expenses of every nature and kind relating to the Subleased Premises, as expressly set out herein or in the Head Lease. The Real Estate Taxes, Operating Expenses and/or and utilities described below are hereinafter referred to as the “Additional Rent under Rent”. (a) the Master Sublease, Subtenant Sub-Tenant shall pay to Sublandlordthe Sub-Landlord oil municipal, fiftyschool and local taxes, general and special, as well as other similar taxes, reclamations, levies and assessments imposed upon the Building, including the business and water taxes allocable to the Subleased Premises hereinafter referred to as the “Real Estate Taxes”); (b) the Sub-eight percent (58%) Tenant shall pay to the Sub-Landlord alls costs and expenses incurred by the Sub-Landlord in connection with the operation, maintenance, repair and replacement, management, administration, insurance, heating, air-conditioning, ventilation, electricity and daily cleaning of all such amounts payable during the term of this Sublease (Subleased Premises and the "Sublease Share"Building {hereinafter referred to as the “Operating Expenses”). Notwithstanding For estimation purposes, Sub-Landlord estimates that the foregoingAdditional Rent of the Building for 2009 will be approximately TWENTY-TWO DOLLARS AND SEVENTY-TWO CENTS (522.721. The Additional Rent will be paid, along with the Sublease Share shall Annual Net Net Rent in advance in lawful money of Canada, on the first day of each month, without demand, deduction or compensation whatsoever. The Additional Rent will be equitably adjusted subject to a yearly adjustment by the parties for any item of Operating Expenses or Additional 4 Rent that relates Head Landlord as expressly set out in the Head Lease. Applicable taxes (i.e. GST & PST) have to or benefits the Sublease Premises disproportionately as compared be added to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share Annual Net Net Rent and Additional Rent and are payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseSub-Tenant.

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant Tenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Tenant's Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 accruing on and after the Rent that relates Commencement Date, subject to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% Tenant's obligations with respect to any cost to repair utility costs during the building located construction period as provided in Exhibit C. The terms "Tenant's Share" and "Operating Expenses" are defined in Exhibit A. For partial years, Operating Expenses will be calculated on a full-year basis, and then prorated. Tenant shall pay monthly installments of Additional Rent on the Sublease Premises that is payable as an Operating Expense first day of each month, in amounts specified in good faith by Landlord from time to time, which, by the end of each calendar year (or by the Termination Date, if earlier), will total Landlord's estimate of Additional Rent under paid for such year. As soon as is reasonably practicable after the Master Subleaseend of each calendar year during which Tenant paid Additional Rent based on Landlord's estimates as provided above, Landlord will furnish Tenant a statement of Operating Expenses for such year. SimilarlyAny amounts owing for that year shall, within thirty (30) days, be paid by Tenant to Landlord. Any amounts overpaid shall, at Landlord's option, be credited against the next installment(s) of estimated Additional Rent due from Tenant, or be refunded to Tenant. Within ninety (90) days after receipt of Landlord's statement and again as provided an example only, the Sublease Share payable by Subtenant would be 0% Event of Default with respect to any cost the Tenant is not then occurring, Tenant shall have the right to repair audit at Landlord's local offices, at Tenant's expense, Landlord's accounts and records relating to Operating Expenses for the building prior year. Such audit shall be conducted pursuant to a commercially reasonable audit confidentiality agreement, and, if conducted by a third party, such third party shall not be compensated for such audit services on a contingency basis. If such audit reveals that Landlord has overcharged Tenant for Operating Expenses, the amount overcharged shall be paid to Tenant within thirty (30) days after the audit is concluded, together with interest thereon at 1565 Charleston so long as such building is a part the rate of 10% per annum, from the date the statement was delivered to Tenant until payment of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed overcharge is made to be correctTenant. In addition, Subtenant if the audit indicates that the statement exceeds the actual Operating Expenses which should have been charged to Tenant by more than 5%, the cost of the audit shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed be paid by Subtenant on the Sublease PremisesLandlord. The Sublease Share is calculated by dividing the rentable area parties' obligations with respect to payment or refund of the Sublease Premises by the rentable area any deficiency or overpayment shall survive termination or expiration of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseLease.

Additional Rent. If Commencing on January 1, 2025 and subject to a 2024 Base Year, and continuing for each month thereafter during the Term, Subtenant shall be responsible for the payment of Tenant’s Share of Excess Operating Expenses payable by Sublandlord pursuant to the extent terms and conditions of the Master Lease, and for the payment of costs of utilities under Section 11 of the Master Lease. Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall pay one hundred percent (100%) of Tenant’s Share of Excess Operating Expenses commencing on January 1, 2025, such that Sublandlord is obligated to shall receive, as net consideration for this Sublease, full reimbursement thereof. Subtenant shall pay 1/12th of T▇▇▇▇▇’s Share of Excess Operating Expenses and/or Additional Rent on a monthly basis at the same time Subtenant pays Monthly Base Rent. If during any calendar year Sublandlord is determined, upon receipt by Sublandlord of the Annual Statement, to have overpaid Tenant’s Share of Excess Operating Expenses under the Master Lease and, as a result, Subtenant has overpaid Tenant Share of Excess Operating Expenses under this Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share overpayment shall be equitably adjusted by credited toward the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or payments next due from Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable in the event Sublandlord exercises its audit right under Section 5 of the Master Sublease to the extent payable Lease, and as a result Sublandlord receives a refund of services requested any excess payment of Tenant’s Share of Operating Expenses, Sublandlord shall promptly refund to Subtenant any portion of such refund attributable to excess payment by Subtenant, if any. Tenant Share of Excess Operating Expenses, and any and all other amounts Subtenant assumes or consumed agrees to pay under the provisions of this Sublease, including without limitation any and all other sums that may become due by reason of any default of Subtenant on or failure to comply with the agreements, terms, covenants and conditions of this Sublease Premises. The Sublease Share is calculated to be performed by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Subtenant, after any applicable notice and cure period, shall be “Additional Rent” under this Sublease. In All Additional Rent not required by this Sublease to be paid at the event time and in the rentable area manner for payment of the Premises or the area of the premises leased pursuant to the Master Sublease Monthly Base Rent shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from payable by Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least within ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy after receipt of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease’s invoice therefor.

Additional Rent. If and (a) In addition to the extent Fixed Rent commencing on the Commencement Date, Sub-Sublessee shall pay to Sub-Sublessor, as additional rent (“Additional Rent”), one hundred (100%) percent of the “Additional Rent” (as such term is defined in the Sublease), and as assessed to Sub-Sublessor with respect to the Sublet Premises on account of the Term pursuant to the provisions of Paragraph 3b of the Sublease; provided, however, that Sublandlord is for the purposes hereof: (i) Sub-Sublessee shall be obligated to pay Operating Expenses and/or Additional Rent under the Master Percentage, as defined in the Sublease, Subtenant shall pay to Sublandlordof Real Estate Taxes (as defined in the O▇▇▇▇▇▇▇▇, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately but calculated as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed without regard to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested any ICIP credit or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area deferrals) in excess of the Sublease Premises by Real Estate Taxes payable for the rentable area 2002/2003 tax year; and (ii) For purposes of calculating Sub-Sublessee’s Percentage of Expenses, as defined in the Premises leased by Master Sublandlord Sublease, the Expense Base Factor (as defined in the O▇▇▇▇▇▇▇▇) shall mean the calendar year 2002. (b) Each installment of Sub-Sublessor’s Additional Rent which Sub-Sublessee is required to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments pay under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five paid on or before the date which is three (53) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or that the corresponding installment is due under the Sublease. (c) All amounts payable by Sub-Sublessee to Sub-Sublessor pursuant to this Sub-Sublease, including, without limitation, Fixed Rent, and Sub-Sublessee’s Additional Rent is due shall be deemed to be and shall constitute rent for all purposes hereunder and, in the event of any nonpayment thereof, Sub-Sublessor shall have all of the rights and remedies provided herein, at law or in equity for nonpayment of rent. The obligation of Sub-Sublessee to pay all amounts to Sub-Sublessor pursuant to the Master SublandlordSublease, provided that Subtenant as incorporated herein and as modified hereby, shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy survive the Expiration Date or earlier termination of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master this Sub-Sublease.

Additional Rent. If and to the extent that Sublandlord is obligated Sublessee agrees to pay to Sublessor upon demand therefor, as additional rent, Sublessee's pro rata share of any Excess Real Estate Taxes and Excess Operating Expenses, as these terms are defined in the Master Lease and as modified below. Sublessee's prorated amount shall be determined on the basis of the size of the Subleased Premises. The Parties hereby agree that Sublessee's pro rata share of any Excess Real Estate Taxes and Excess Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay be deemed to Sublandlord, fifty-eight be percent (5819.4%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding anything in the foregoingMaster Lease to the contrary, and notwithstanding Master Lease Section 5.1 in particular, Operating Expenses shall include all electricity, gas, steam, water, sewer and other utility charges, none of which shall be charged directly to Sublessee. Notwithstanding anything in Master Lease Section 2.2 to the contrary, the Sublease Share base year for the purpose of calculating Excess Real Estate Taxes shall be equitably adjusted by the parties calendar Year 2000. The base period for any item of calculating Excess Operating Expenses or Additional 4 Rent that relates to or benefits in any Sublease Year shall be the sum of the Operating Expenses, including utilities as noted above, incurred during the first twelve (12) months after the Sublease Premises disproportionately as compared Commencement Date. Notwithstanding anything in the Master Lease to the balance contrary, and notwithstanding master Lease Section 9.1 in particular, this Section 7 sets forth the entire financial obligation of Sublessee beyond Base Rent, it being the intent of the Premises, or Parties that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or this is a breach of this Sublease by Sublandlord or Subtenantfully serviced Sublease. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Sublessee shall pay Base Rent and Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested without demand or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasesetoff.

Additional Rent. If and (a) With respect to the extent Subleased Premises, during the Term, Sublessee shall pay to Sublessor as “Additional Rent” as follows: (i) Any items specified in the Prime Lease to be additional rent (except for electricity expenses, which shall be billed to Sublessee as set forth in Section 4(a)(ii) below) and any other sums of money, costs, charges, adjustments, increases, rent or additional rent payable by Sublessor to Landlord under the Prime Lease attributable to the Subleased Premises or the use and occupancy, thereof by Sublessee, or to any alteration or Tenant Change (as such term is defined in ‘the Prime Lease), made or to be made therein by or for Sublessee, provided, that, for the purposes of calculating the amount of Additional Rent payable by Sublessee to Sublessor in respect of Taxes nod tile “Tenant’s Percentage” (as defined in the Prime Lease) shul1 be deemed to 2.2590% (subject to adjustment as provided in the Prime Lease), with all other terms having the same meanings ascribed to them in Article 38 of tile Prime Lease, except that Sublandlord the ''Base Year Taxes” (as defined in the Prime Lease) for purposes of this Sublease shall mean the Real Estate Taxes” for the 2005/2006 Tax Year. Sublessee is not obligated to pay Operating Expenses and/or any Additional Rent by reason of increases in ▇▇▇▇▇▇-wage, operating expenses or similar escalations. Except as modified by this Sublease, with respect to the Subleased Premises, the Additional Rent for Taxes shall be calculated in accordance with tile terms of the Prime Lease; and, (ii) Additional Rent for electricity at the rate of $2,50 per rentable square foot of the Subleased Premises per annum ($17,985 per annum), payable in equal monthly installments of $1,498.75 (the “Electric Inclusion Amount”), which the parties have agreed is the reasonable value to Sublessee, as of the date of tins Sublease, for normal electric service to be provided to the Subleased Premises for lighting, light office equipment and the usual small business machines during Business Hours on Business Days (as defined in the Prime Lease). The Electric Inclusion Amount shall he paid in addition to the Fixed Rent and shall be paid ot the same time and in the same manner as Fixed Rent. Except as specifically set forth herein, there shall he no separate charge to Sublessee for such electric energy by way of measuring the use of electricity on any meter or otherwise. Notwithstanding anything to the contrary set forth in this Sublease, the Electric Inclusion Amount shall remain at the amount set forth above in this subparagraph for the first 365 days following the Commencement Date. The Electric Inclusion Amount shall be subject to the following: (A) If the cost to provide electric energy to the Subleased Premises (the “Electric Cost”) is increased or decreased after the date of this Sublease, then the Electric Inclusion Amount shall be increased or decreased by an amount equal to the product of (i) the then-existing Electric Inclusion Amount and (n) the percentage increase or decrease in such Electric Cost. Any increase or decrease shall be effective as of the date of such increase or decrease and shall be made retroactively if necessary. Upon the request of either party, Sublessor and Sublessee shall execute a supplementary agreement confirming the increase or decrease. Any adjustment shall be effective even if such supplementary agreement is not executed and delivered. In no event shall the provisions of this subsection A operate to reduce the Electric Inclusion Amount below the amount set forth above; and (B) The Electric Inclusion Amount is based upon Sublessor’s assumption that Sublessee’s initial electrical installation will only require electrical service in an amount equal to or less than the amount permitted under Section 39 of the Prime Lease and that Sublessee will use electrical energy only during Business Hours on Business Days. Accordingly, (i) if Sublessee’s initial electrical installation exceeds such criteria,. or (ii) if from time to time Sublessee makes material use of electricity during hours other than Business Hours on Business Days, or (ii) if from time to time Sublessee adds or changes any machinery, appliances or equipment which materially increases the aggregate electrical load in the Subleased Premises (if such increase is permissible under the Master Subleaseterms of the Prime Lease) and, Subtenant as the result of any of the events set forth in subsections (i), (ii) or (iii) above, Sublessor reasonably believes that the Electric Cost is greater than $2.50 per rentable square foot of the Subleased Premises per annum, then the Electric Inclusion Amount shall from time to time be equitably adjusted to reflect the resulting increase in such use. Sublessor shall furnish a statement of Sublessor’s determination as to the amount of the adjustment, and the same shall become binding upon the parties unless, within thirty (30) days, Sublessee notifies Sublessor that it disputes the amount of such adjustment, in which event the parties shall in good faith make reasonable attempts to come to agreement, and, if Sublessor and Sublessee cannot agree thereon, the amount of such adjustment shall be determined, based on standard practices, by an independent electrical consultant selected by Sublessor. Sublessee shall permit such consultant to have access to the Subleased Premises and Sublessee’s electrical facilities for the foregoing purpose at all reasonable times. The fee of such consultant shall be paid by Sublessee unless such consultant finds that Sublessee’s use does not justify an increase in the Electric Inclusion Amount, in which case the fee shall be paid by Sublessor. When the amount of such adjustment is so determined, Sublessor and Sublessee shall execute a supplementary agreement to reflect such adjustment, which shall be effective from the date of the increase of such usage as determined by such electrical consultant and be made retroactively if necessary. Any adjustment shall be effective even if such supplementary agreement is not executed and delivered. Pending the determination of the adjustment, Sublessee shall pay to SublandlordSublessor the amount of such adjustment as specified in Sublessor’s statement Thereafter if it is determined that Sublessee bas overpaid, fifty-eight percent (58%Sublessee shall receive a credit against the Electric Inclusion Amount in the amount of the overpayment, said credit to be applied against the next accruing installment(s) of all such amounts payable the Electric Inclusion Amount In order to facilitate Sublessor’s determination of whether Sublessee is making material use of electricity during hours other than business hours on business days, Sublessor shall have the right, at any time during the term of this Sublease, to install a meter or other monitoring device to track the use of electricity by Sublessee. (b) Unless otherwise provided in this Sublease, Sublessee shall pay to Sublessor the Additional Rent at the time and in the manner Sublessor is required to pay the same to Landlord, as set forth in the Prime Lease. Except as expressly provided herein, all other additional rent, charges, fees or other amounts payable under this Sublease or the Prime Lease by Sublessee shall be payable within fifteen (the "Sublease Share")15) days of written demand therefor. (c) The initial demand for Additional Rent payable pursuant to this Section 4 aud any subsequent demand for increases in Additional Rent shall be accompanied by copies of any invoices, bills, demands, statements or other documentation evidencing such Additional Rent which Sublessor shall have received from Landlord in connection therewith. Notwithstanding the foregoing, any failure by Sublessor to make a demand under the Sublease Share provisions of this Sublease, shall not in any way be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesa waiver, or that arises as the result of the negligence cause Sublessor to forfeit or willful misconduct of Sublandlord or Subtenant or surrender its rights to collect, any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense Fixed Rent or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord that may have become due pursuant to the Master terms of this Sublease. (d) Sublessor shall credit Sublessee, its proportionate share of any refunds received by Sublessor from Landlord under the Prime Lease on account of any overpayment of Additional Rent, other than the Electric Inclusion Amount, for which Sublessee bas paid Sublessor under this Sublease; provided, however, that Sublessor shall be entitled to deduct from the aggregate of the amount of such refund Sublessee’s proportionate share of any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, consultants fees and disbursements, incurred by Sublessor in connection with the obtaining of any such refunds. In Sublessee shall pay to Sublessor, as Additional Rent, within ten (l0) days after demand therefor, Sublessee’s proportionate share of any amounts (plus interest, if any) due Landlord under the Prime Lease on account of any underpayment of Additional Rent payable under this Sublease, including, without limitation, Additional Rent payable hereunder On account of Taxes due under Article 38 of the Prime Lease. (e) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent, shall be deemed to be and shall constitute rent for all purposes hereunder and, in the event the rentable area of any non-payment thereof, Sublessor shall have all of the Premises rights and remedies provided herein, at law or in equity for nonpayment of rent TIle obligation of Sublessee to pay all amounts to Sublessor hereunder shall survive the Expiration Date or the area earlier termination of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. If The Tenant will also pay, without notice, and without abatement, deduction, or setoff, except as otherwise specifically allowed herein, as additional rent, all sums, taxes, assessments, costs, expenses, and other payments which the Tenant in any of the provisions of this Lease assumes or agrees to pay, and, in the extent event of any nonpayment thereof, the Landlord shall have (in addition to all other rights and remedies) all the rights and remedies provided herein or by law in the case of nonpayment of rent. For all uses of the Premises that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent would be categorized under the Master Sublease2017 North American Industry Classification System (2017 NAICS) under codes 4400 through 454390 (“Retail Uses”), Subtenant as Additional Annual Rent Tenant shall pay a sum equal to Sublandlord, fiftytwenty-eight five percent (5825%) of all such amounts payable during the term of this Sublease Adjusted Net Cash Flow commencing with the first day the Tenant Improvements open for business (the "Sublease Share"“Additional Retail Rent”). Notwithstanding The Tenant shall calculate Adjusted Net Cash Flow for each Current Year within forty-five (45) days after the foregoingend of the Current Year (or portion thereof) and provide that calculation, and pay to the Sublease Share Landlord the Additional Retail Rent, within sixty(60) (60) days after the end of the Current Year. Adjusted Net Cash Flow is Gross Revenues less Total Expenses, less the total amount of capital expenses for furniture, fixtures, and equipment for the Tenant Improvements in excess of the aggregate amount expended from any reserve during such year. No Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be equitably adjusted by the parties owed for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance use of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense not a Retail Use under codes 4400 through 454390 of the 2017 NAICS. Furthermore, upon the assignment of this Lease by Tenant to Alwaysholdin LLC or Additional Rent under the Master Sublease. Similarly, and again as an example onlysome other entity controlled by or affiliated with King of Freight LLC (a “King of Freight Entity”), the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair following provisions governing Additional Retail Rent shall apply: • If, within the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than first five (5) days prior years following the assignment of this Lease to the date upon a King of Freight Entity, King of Freight LLC, including all entities which Sublandlord's payment have merged with or been acquired by King of Operating Expenses and/or Additional Rent is due to the Master SublandlordFreight LLC, provided that Subtenant shall have been billed therefor creates 400 net new jobs, from a base employment level of 535 with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas, and further maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita for the following five (5) year period, after the conclusion of this ten (10) days prior year period (the “King of Freight Additional Retail Rent Period”) the Additional Retail Rent requirement shall be deleted from this Lease. Following the deletion of the Additional Retail Rent requirement from this Lease, no Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises. If King of Freight LLC acquires or merges with any existing company that is already within the corporate limits of the City of Wichita, none of the jobs from the existing company or companies are not considered “net new jobs” to the City and will not be counted as part of the 400 net new job requirement. • After King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC has created the 400 net new jobs with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas within the first five (5) years following the assignment of this Lease to a King of Freight Entity, the King of Freight Entity which is the current Tenant under this Lease may assign this Lease or sublease the Premises to either a retail user or new Tenant or a nonretail user or new Tenant and such due date (which bill user or new Tenant shall not be responsible for the payment of any Additional Retail Rent or Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow SO LONG AS King of Freight LLC and its entities maintains the presence of said 400 net new jobs within the corporate limits of the City of Wichita during and until the conclusion of the King of Freight Additional Retail Rent Period. Under this procedure, any user of the Premises for any purpose that is otherwise allowed under the Lease and the Development Agreement is permitted and does not require the payment of any Additional Retail Rent even if the user or new Tenant is utilizing the Premises for a retail purpose. Furthermore, following this ▇▇▇ll ▇▇’s assignment to such user or new Tenant by the King of Freight Entity, so long as King of Freight LLC and its entities maintains the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the original King of Freight Additional Retail Rent Period, the Additional Retail Rent requirement shall be accompanied deleted from this Lease and no Additional Retail Rent and no Additional Rent involving any payment of any portion of the Adjusted Net Cash Flow shall be owed for any use of the Premises regardless of whether a King of Freight Entity remains the Tenant under this Lease. Nevertheless, should King of Freight LLC and its entities fail to maintain the 400 net new jobs discussed herein within the Wichita City Limits through the conclusion of the King of Freight Additional Retail Rent Period, the Additional Retail Rent requirement shall remain in full force and effect under this Lease and the current user/Tenant of the Premises shall be responsible for the payment of Additional Retail Rent from the date that King of Freight has failed to maintain the 400 net new jobs discussed herein. • Creating and maintaining the 400 net new jobs discussed herein shall be defined as King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC creating and maintaining 400 net new jobs held by employees of King of Freight and its entities with an average wage of at least $50,000.00 per year for employees whose main offices are contained within the corporate limits of the City of Wichita, Kansas. As is customary with economic development incentives, the benchmark to be utilized is the creation of 400 net new positions of employment that did not exist within the King of Freight operation as of the date when this Lease is assigned to a copy King of Master Sublandlord's bill Freight Entity where employees receive an average wage of at least $50,000.00 per year, and not the retention of a specific employee who was initially hired for each of these positions. • Pursuant to the terms of this Lease, the King of Freight Additional Retail Rent Period shall begin on the date when this Lease is assigned to a King of Freight Entity and shall conclude ten (10) years following that date regardless of which entity is the current Tenant under this Lease and which entity is currently using the Premises. ▇▇▇▇▇▇ other agrees to allow representatives of the City of Wichita, Kansas (“City Representative”), after submission of the calculations of Additional Retail Rent for any year, to review and audit the books and records of the current entity using the Premises for compliance with the obligations to pay Additional Retail Rent hereunder if the Premises is being used for a Retail Use as defined herein. If an audit by the City reveals a material furnished understatement of the amount due the City, then Tenant shall pay all reasonable costs of such audit by an independent certified public accountant of reputable standing. In making the calculations required hereunder, Tenant and City shall apply generally accepted accounting principles, consistently applied. If the Premises is being used by an entity who is not the Tenant hereunder (such as in the case of a sublease), Tenant shall require as a condition of that sublease that any sublessee who uses the Premises for a Retail Use shall make its books and records available to Sublandlord in connection therewith)City Representative for the purposes of the review discussed by this paragraph. Sublandlord For the purposes of verifying its compliance with the requirements for creation and retention of 400 net new jobs within the King of Freight Additional Retail Rent Period described above, King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent certify to the extent City of Wichita at the time this Lease is assigned to a King of Freight Entity the number of jobs for employees whose main offices are contained within the corporate limits of the Sublease Share City of reimbursement received Wichita, Kansas that are currently provided by Sublandlord under King of Freight LLC and its entities as of the Master Subleasedate that this Lease was first assigned to a King of Freight Entity. Annually on the anniversary of the assignment of this Lease to a King of Freight Entity, King of Freight LLC shall make a certification as to the number of net new jobs created for employees whose main offices are contained within the corporate limits of the City of Wichita by King of Freight LLC and its entities, Kansas and the average wage of the workers in these new positions. At any time upon the request of the City of Wichita, King of Freight LLC and all entities which have merged with or been acquired by King of Freight LLC shall make available to City Representative the wage records for each new employee position created within the Wichita City Limits, subject to redaction of individually identifiable employee information. King of Freight LLC shall also be entitled to make such certifications as to the number of net new jobs on a more frequent than annual basis if desired by King of Freight LLC.

Additional Rent. If and In addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseBase Rent, Subtenant Sub-Sub-subtenant shall pay to Sublandlord, fiftySub-eight percent (58%) of Sub-sublandlord when due all such other amounts payable during by Sub-Sub-subtenant to Sub-Sub-sublandlord under the term provisions of this Sublease Sub-Sub-sublease (the "Sublease Share"collectively, “Additional Rent”); provided that Sub-Sub-sublandlord shall have delivered to Sub-Sub-subtenant reasonable backup documentation showing that Sub-Sub-sublandlord shall have incurred such amounts. Notwithstanding the foregoing“Additional Rent” shall include any and all amounts other than Base Rent payable hereunder, the Sublease Share shall be equitably adjusted which, by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance terms of the PremisesSub-Sublease, as incorporated herein, would become due and payable by the Sub-subtenant thereunder to Sub-Sublandlord as additional rent or that arises as otherwise and which would not have become due and payable but for the result acts, requests for services, and/or failures to act of the negligence or willful misconduct of Sublandlord or Subtenant or any of their Sub-Sub-subtenant, its agents, officers, representatives, employees, agents servants, contractors, invitees, licensees or invitees or a breach of visitors under this Sublease by Sublandlord or Subtenant. As an example Sub-Sub-sublease, including, but not limited to: (i) any increases in limitation Landlord’s, Sublandlord’s or Sub-sublandlord’s fire, rent or other insurance premiums resulting from any act or omission of the generality Sub-Sub-subtenant, (ii) any charges on account of the foregoingSub-Sub-subtenant’s use of heating, the Sublease Share payable by Subtenant would be 100% with respect ventilation or air-conditioning or condenser water, (iii) any charges to any cost to repair the building located Sub-Sub-sublandlord or Sub-Sub-subtenant on the Sublease Premises that is payable as an Operating Expense account of Sub-Sub-subtenant’s use of special cleaning and freight elevator services or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of for overtime or other extra services requested or consumed required by Subtenant on Sub-Sub-subtenant, and (iv) any review, approval or other fees charged by Sub-Sublandlord under the Sub-Sublease, Sublandlord under the Sublease Premisesor Landlord under the Lease on account of Sub-Sub-subtenant. The Sublease Share is calculated Following Sub-Sub-subtenant’s receipt of any services for which such Additional Rent would be payable and receipt by dividing the rentable area Sub-Sub-sublandlord of any statement or written demand from Sub-Sublandlord, Sublandlord or Landlord for payment of any such Additional Rent, Sub-Sub-sublandlord will furnish Sub-Sub-subtenant with a copy of such statement or demand, together with a statement of the Sublease Premises by amount of any such Additional Rent. Sub-Sub-subtenant shall pay to Sub-Sub-sublandlord the rentable area amount of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments any Additional Rent payable under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five Sub-Sub-sublease at least two (52) days Business Days prior to the date upon on which Sublandlord's payment of Operating Expenses and/or Additional Rent thereof is due to under the Master Sublandlord, applicable provision of the Sub-Sublease (provided that Subtenant such statement or demand shall have been billed therefor at least ten (10) days prior delivered to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewithSub-Sub-subtenant). Sublandlord shall refund The obligations of Sub-Sub-subtenant to Subtenant any overpayment by Subtenant of Operating Expenses and/or pay Base Rent and Additional Rent to hereunder shall survive the extent expiration or termination of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasethis Sub-Sub-sublease.

Additional Rent. If and All monies other than Base Rent required to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent be paid by Sublessor under the Master SubleaseLease as to the Subleased Premises, Subtenant including, without limitation, any amounts payable by Sublessor to Master Lessor as “Operating Expenses” (as defined in Section 5 of the Master Lease), shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublandlord, fifty-eight percent (58%) of all such amounts Sublessor any gross receipts or rent tax payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to this Sublease and all costs directly incurred by or at the request of Sublessee with respect to its use of the Subleased Premises. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease as to the Subleased Premises or the Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A hereof. For the avoidance of doubt, in the event any cost to repair the building located on the Sublease Premises that or expense is payable as an Operating Expense or Additional Rent incurred under the Master Sublease. Similarly, and again as an example only, Lease for Sublessee’s sole benefit (including the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part disproportionate use of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable utilities) or as a result of Sublessee’s request for certain services requested or consumed by Subtenant on (such as after hours HVAC charges), Sublessee shall pay the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseentire cost thereof.

Additional Rent. If and (a) If, for any Expense Year ending or commencing within the Term, the Direct Expenses for such Expense Year exceed the Direct Expenses applicable to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under Sublease Base Year (the Master Sublease“Excess”),then Subtenant shall, Subtenant shall without deduction or right of offset, pay to Sublandlord, fifty-eight percent in advance, on or before the first (58%1st) day of each calendar month of such Expense Year, 17.64% (“Subtenant’s Share”) of all such amounts payable during Excess in the term of this Sublease (the "Sublease Share")manner set forth in Section 3.2(b) below. Notwithstanding the foregoingFor purposes hereof, the “Sublease Share Base Year” shall be equitably adjusted calendar year 2022. For the avoidance of doubt, no amount is due for such Excess for any portion of the Term of the Sublease occurring in calendar year 2021, and any commercial rent tax or gross receipts tax assessed by the parties for any item City and County of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share San Francisco and payable by Subtenant would shall be 100% with respect to any cost to repair the building located based solely on the Rent pursuant to this Sublease Premises that is and not any rent payable as an Operating Expense or Additional Rent under by Sublandlord pursuant to the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to Lease nor any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correctother gross receipts. In addition, Subtenant shall pay additional rent payable to Sublandlord the amount of electrical costs charged by Master Landlord and applicable to the Subleased Premises (“Electrical Costs”) as Additional Rent pursuant to the terms of this Sublease. (b) For each Expense Year, Subtenant’s monthly payments of Subtenant’s Share of the Excess, plus the Electrical Costs applicable to the Subleased Premises, shall be based on the estimates provided to Sublandlord by Master Landlord under the Master Sublease to Lease, provided the extent actual Additional Rent payable as a result of services requested or consumed by Subtenant pursuant to this Section 3.2 shall be based on Master Landlord’s annual statement of Direct Expenses (“Annual Statement”) for the Sublease Premisesparticular Expense Year. The Sublease Share is calculated by dividing provisions of this Section 3.2(b) shall survive the rentable area expiration or earlier termination of this Sublease. (c) Subtenant shall have the right to request Sublandlord to perform an inspection of Master Landlord’s records as provided in Section 4.6 of the Sublease Premises by the rentable area of the Premises leased by Master Lease, provided that Subtenant has requested Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five perform such audit at least thirty (530) days prior to the date upon which expiration of the period to elect an audit, and Sublandlord shall notify Master Landlord prior to the expiration of such period. Following Subtenant’s timely request, Sublandlord shall, within the time period set forth in Section 4.6 of the Master Lease, perform such inspection utilizing a reputable certified public accountant selected by Sublandlord's . Following the completion of such inspection, the amount of Direct Expenses due from Subtenant for such period covered by such inspection shall be reconciled in the same manner as set forth in Section 4.6 of the Master Lease. Subtenant shall reimburse Sublandlord for all costs and expenses incurred by Sublandlord to conduct such inspection; provided however, that, if Sublandlord receives a reimbursement from Master Landlord pursuant to Section 4.6 of the Master Lease for such inspection, Sublandlord shall credit Subtenant’s Share of such reimbursement against the next Rent payment of Operating Expenses and/or due hereunder (or refund such amounts to Subtenant if no further Rent may become due from Subtenant). (d) All amounts payable by Subtenant to Sublandlord hereunder, in addition to Base Rent, shall be deemed additional rent (“Additional Rent”). Subtenant shall only be responsible for such Additional Rent is due obligations arising on or after the Early Access Date; and, notwithstanding anything to the Master Sublandlordcontrary in this Sublease, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant no liability for any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent incurred as a result of the Sublease Share failure of reimbursement received by Sublandlord, or anyone claiming by, through or under Sublandlord under other than Subtenant, to perform any of the terms or obligations of the Master SubleaseLease, and not attributable to or reasonably allocable to Subtenant’s use or occupancy of the Subleased Premises. Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”.

Additional Rent. If and In addition to the extent that Sublandlord is obligated Base Rent, Subtenant agrees to pay Sublandlord one-third (1/3) of (i) all Additional Rent for Operating Expenses and/or Additional Rent (as defined in Section 5 of the Master Lease), including Taxes (as defined in Section 9 of the Master Lease), and (ii) any and all other amounts Sublandlord assumes or agrees to pay under the provisions of the Master SubleaseLease that directly serve the Subleased Premises (including, Subtenant shall pay without limitation, payments to Sublandlord, fifty-eight percent (58%amortize the additional tenant improvement allowance as provided in Section 4(b) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correctLease. In addition, Subtenant shall pay for one-third (1/3rd) of any charges for services provided to the Premises by Master Landlord, which services directly serve or benefit the Subleased Premises, and specifically billed to the Premises by Master Landlord, within thirty (30) days of receiving Master Landlord’s invoice therefor, or, if Sublandlord has previously paid the same, to Sublandlord within thirty (30) days after receiving Sublandlord’s invoice therefor, as well as any additional rent payable charged under the Master Sublease Lease to the extent payable as a result that the additional rent arises out of services requested any default of Subtenant under this Sublease or consumed any damage (subject to the waiver of subrogation contained in the Insurance provision of this Sublease) caused by Subtenant on or any of its employees, officers, agents, contractors or invitees, except to the Sublease Premisesextent of any default or damage caused by Sublandlord, its employees, officers, agents, contractors or invitees. The Sublease Share is calculated by dividing the rentable area All payments of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord Additional Rent to Sublandlord pursuant by Subtenant as required herein shall be made as set forth in Paragraph 3 above with respect to the Master SubleaseBase Rent. In the event any services are provided by Master Landlord that do not directly serve, in whole or in part, the rentable area Subleased Premises, Subtenant shall not be responsible for its pro-rata share of the Premises or same and, in the area event any services serve only the Subleased Premises, Subtenant shall pay all of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment costs of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseservices.

Additional Rent. If and Sublessee acknowledges that pursuant to the extent that Sublandlord Master Lease, Sublessor is obligated to pay Operating Expenses and/or Additional Rent annually to Master Lessor additional rent equal to a portion of any increase of the New Tax and Insurance Charge which is in excess of the Base Tax and Insurance Charge (such increase of the New Tax and Insurance Charge being the “Applicable New Tax and Insurance Charge”) (capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Master Lease). Sublessor shall deliver to Sublessee promptly after receipt thereof any statements of such Tax and Insurance Charge delivered to Sublessor by Master Lessor. Notwithstanding anything contained herein to the contrary, Sublessee may exercise any and all rights that Sublessor has under the Master SubleaseLease to audit and inspect the Master Lessor’s books and records relating to such Tax and Insurance Charge and to seek reimbursement from Sublessor or Master Lessor, Subtenant as applicable, in the event an overpayment or discrepancy is discovered. Sublessor shall be responsible for the payment of utilities and performance of repair, replacement and maintenance as required under the Master Lease and shall also pay for the provision of services in Schedule A (collectively, the “Operating Expenses,” together with the Applicable Tax and Insurance Charge, the “Additional Rent”). Sublessee shall pay to SublandlordSublessor, fiftyas additional rent, thirty-eight three percent (5833%) (“Sublessee’s Pro Rata Share”) of the Additional Rent (with the exception that the Sublessee has agreed to pay forty percent (40%) of any Additional Rent related to electricity and gas charges); provided, however, all such amounts payable during Operating Expenses will be reasonable, customary and obtained at fair market value in an arm’s length transaction. In order to afford Sublessee the term benefits of this Sublease (and of those provisions of the "Sublease Share")Master Lease which by their nature are intended to benefit the party in possession of the Lease Premises, Sublessor covenants and agrees to enforce the Master Lease against Master Lessor at Sublessee’s request. Notwithstanding Sublessee shall be responsible for the foregoingreasonable out-of-pocket expenses of such enforcement unless, in the good faith determination of Sublessor, the Sublease cause of the enforcement action is of common interest to Sublessee and Sublessor, in which case Sublessee will pay only Sublessee’s Pro Rata Share shall be equitably adjusted of such reasonable out-of-pocket expenses of enforcement. Should Sublessor fail to enforce a breach by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent landlord under the Master Sublease. Similarly, Lease and again as an example only, such failure materially impairs Sublessee’s ability to conduct its business at the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Lease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than Sublessor shall, within five (5) business days prior of written notice, validly assign all of its enforcement rights to Sublessee, or either (i) Sublessee's obligation to pay Base Rent and Additional Rent hereunder shall thereafter ▇▇▇▇▇ until such enforcement is commenced and diligently prosecuted or (ii) Sublessee may terminate this Sublease, in which case Sublessor shall be liable to Sublessee for the payment of any other sum for which Sublessee may become obligated because of Sublessor’s failure, or for any loss sustained by Sublessee as a result thereof. For the Term of the Sublease, Sublessor and Sublessee agree to share the costs associated with the receptionist and one building services/security person. Sublessee shall reimburse the Sublessor for said expenses in an amount equal to $1,250 per month for the receptionist and $1,950 per month for the building services/security person (each to increase at 3% per annum), which such employees will be those of the Sublessor or its affiliate. Sublessee shall not be responsible for any costs related to benefits, pension or other non-hourly/salary wage related expenses for the aforesaid employees. Sublessor shall invoice Sublessee for those costs attributable to Sublessee and Sublessee shall pay Sublessor within thirty days of the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlordeach invoice. Nothing contained herein prohibits Sublessor from outsourcing such employees, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant if any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share foregoing services are outsourced, Sublessee shall pay one-half of reimbursement received the total costs to Parent of these outsourced services. Sublessor and Sublessee agree that all furniture and fixtures in the designated commons areas of the Lease Premises, including reception, lunch room, conference room(s) and restrooms is Sublessor’s property, but will be used by Sublandlord under the Master Subleaseboth parties, coordinated through Sublessor’s receptionist on a first come, first served basis.

Additional Rent. Landlord shall, within one hundred twenty (120) days after the end of each 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 such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If and such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after ▇▇▇▇▇▇’s receipt of the Expense Statement. If the 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 extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under or the Master SubleaseBase Rent (at Tenant’s discretion), Subtenant or if this Lease has expired, such amount shall pay be refunded to SublandlordTenant. The Operating Expenses, fifty-eight percent (58%) of all such amounts payable during Taxes and Additional Rent set forth in the term Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the PremisesLease expires, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord terminated pursuant to the Master Subleaseterms of this Lease, on a date other than December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (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 of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the rentable area prorated Additional Rent reflected in such statement within fifteen (15) days after ▇▇▇▇▇▇’s receipt of such estimate; (ii) the estimated amount of the Premises or Additional Rent for the area 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 Estimate. 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 premises leased pursuant to the Master Sublease shall be changed during final Operating Period contained in the Term, then as provided above, and the Sublease Share shall be recalculated. All payments under this Section 4.2 Additional Rent shown in such Expense Statement shall be due from Subtenant Tenant to Sublandlord no fewer than five Landlord within fifteen (515) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill after ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant ▇’s receipt of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleasesuch statement.

Additional Rent. If and In addition to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master SubleaseBase Rent, Subtenant Sublessee shall also pay to SublandlordSublessor, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease Sublease, at the same time as Base Rent is due, an amount equal to Sublessee's Percentage Share of Excess Operating Expenses. The parties acknowledge that the Master Lease requires Sublessor to pay on a monthly basis certain estimated costs in order to reimburse Master Lessor, over the course of each year of the term of the Master Lease, for Sublessor's share of "OPERATING EXPENSES" (as defined in the Master Lease) incurred by Master Lessor in owning and operating the "Sublease SharePROJECT" (as defined in the Master Lease). Sublessee agrees to pay on a monthly basis those estimated Operating Expenses attributable to Sublessee's Percentage Share of Excess Operating Expenses. Following the end of each calendar year, a reconciliation is made against the actual Operating Expenses incurred. Sublessee's obligation to pay Sublessee's Percentage Share of Excess Operating Expenses, as set forth above in this Paragraph 5.2, shall be governed by the estimated amounts and shall be subject to any reconciliation against actual amounts, of such costs and expenses. Sublessor shall promptly deliver to Sublessee copies of all statements and notices Sublessor receives from Master Lessor regarding such Operating Expenses. Items that are specially billed by Master Lessor to Sublessor or Sublessee, rather than charged generally to office tenants by Master Lessor, shall be paid by the party requesting the specially billed item in the manner required by the Master Lease. (The Base Rent together with Sublessee's Percentage Share of Excess Operating Expenses are hereinafter collectively referred to as "RENT"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. If and to the extent that Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent Sublandlord as Additional Rent its share (58%as set forth in Section Section 4.3(b) above) of all such the amount by which (i) amounts payable during by Sublandlord to Landlord pursuant to Article 7 of the Master Lease in respect of Taxes and Operating Expenses, exceed (ii) applicable amounts for each such category payable by Sublandlord to Landlord under Article 7 of the Master Lease for the calendar year ending December 31, 2010, with such payments to commence January 1, 2011. Subtenant understands that the term “Taxes” includes “Payment in Lieu of this Sublease Taxes” known as “PILOT.” Subtenant shall also pay (x) the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item share of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared BID Taxes applicable to the balance Subleased Premises and (y) any Theater Surcharge or Percentage Rent as applicable to the 26th floor under the Master Lease. Sublandlord shall invoice Subtenant periodically for such Additional Rent, which invoices will be based upon Landlord’s calculation or estimate of such charges in the Premisesapplicable year (EXCEPT AS SET FORTH BELOW), or that arises as the result and Subtenant shall pay such Additional Rent to Sublandlord within 30 days after Subtenant’s receipt of the negligence or willful misconduct of Sublandlord or Subtenant or an invoice therefor. Such Additional Rent, together with any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share and all other amounts payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the terms of this Sublease, shall be hereinafter referred to as the “Additional Rent.” Additional Rent charges shall also be subject to annual reconciliation as determined by Landlord under the Master Sublease. In Lease, and Subtenant understands that such Reconciliation for the event the rentable area final year of the Premises or Sublease may not be available until after the area expiration of the premises leased pursuant to the Master Sublease Term. Subtenant shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant promptly pay to Sublandlord no fewer than five (5) days prior to any underpayment identified by the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). post-Term Reconciliation and Sublandlord shall promptly refund to Subtenant any overpayment identified by Subtenant of Operating Expenses and/or Additional Rent to the extent post-Term Reconciliation, even if the applicable Reconciliation occurs after the expiration of the Sublease Share Term. The foregoing obligation shall survive the termination of reimbursement received this Sublease. It is the intent of the parties with respect to Additional Rent, that Sublandlord shall not profit from the pass through, but shall rather reconcile all pass throughs on an annual basis based on the Reconciliation which Sublandlord is provided by Sublandlord Landlord under the Master SubleaseLease. Upon written request from Subtenant from time to time, Sublandlord shall provide any applicable documentation delivered by Landlord to Sublandlord, which evidences such Additional Rent.

Additional Rent. If All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, 46.89% of any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Master Lease) shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall be entitled to all credits, if any, given by Master Lessor to Sublessor for Sublessor’s overpayment of such amounts. Sublessee shall also pay Sublessor, within thirty (30) days of request by Sublessor, one hundred percent (100%) of (i) Sublessor’s cost of providing daily janitorial services, including nightly and weekend janitorial services, as to the Subleased Premises, (ii) Sublessor’s cost of utilities as to the Subleased Premises, and (iii) Sublessor’s cost of providing other services to the Premises to the extent that Sublandlord is obligated to pay Operating Expenses and/or the same benefit the Subleased Premises (such as maintenance of any systems therein). All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share hereinafter collectively shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates referred to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises“Rent”. Sublessee and Sublessor agree, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a material part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share consideration given by Sublandlord shall be rebuttably presumed Sublessee to be correct. In additionSublessor for this Sublease, Subtenant that Sublessee shall pay additional rent all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature payable under this Sublease or payable under the Master Sublease Lease as to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Subleased Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Sublease.

Additional Rent. If and (a) Subtenant agrees to reimburse Sublandlord throughout the extent that Sublandlord is obligated to pay Sublease Term, as "Additional Rent" hereunder, for Subtenant's Share (as defined below) of the annual Operating Expenses and/or Additional Rent under the Master Sublease, (as defined below). Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least monthly within ten (10) days of delivery of an invoice therefor, the 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 (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 such due date (which bill ▇▇▇ll be accompanied by a copy the expiration of Master Sublandlord's bill ▇▇▇ other material furnished the Sublease Term. If any payments are estimated or adjusted after payment, then at the end of any calendar year if Subtenant has paid to Sublandlord an amount in connection therewith). excess of Subtenant's Share of Operating Expenses for such calendar year, Sublandlord shall refund reimburse to Subtenant any overpayment by such excess amount (or shall apply any such excess amount to any amount then owing to Sublandlord hereunder, and if none, to the next due installment or installments of Additional Rent due hereunder, at the option of Sublandlord, or if Subtenant has paid to Sublandlord less than Subtenant's Share of Operating Expenses and/or Additional Rent for such calendar year, Subtenant shall pay to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master Subleaseany such deficiency within ten (10) days after Subtenant receives an invoice therefor.

Additional Rent. If and Except as provided herein, all monies required to the extent that be paid by Sub-Sublandlord is obligated to pay Operating Expenses and/or Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Sub-Subleased Premises that is payable as an Operating Expense or Additional (other than Base Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable ) under the Master Sublease to the extent payable (as a result of services requested or consumed incorporated herein) shall be paid by Sub-Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master Sublease. In the event the rentable area of the Premises or the area of the premises leased pursuant to hereunder as and when such amounts are due under the Master Sublease shall be changed during (without any markup or administrative fee unless expressly provided herein) which are related to any increase in utility expenses for after business hours use of the Term, then Sub-Subleased Premises and/or related to any increase in the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment pro rata share of Operating Expenses and/or Additional Rent is property taxes due to the Master Sublandlordsale of transfer of the property of which the Sub-Subleased Premises are a part, provided that Subtenant shall have been billed therefor at least and/or for any other amounts due under this Sub-Sublease within ten (10) days prior to such due date following Sub-Subtenant’s receipt of demand therefor (which bill ▇▇▇ll be accompanied by a copy reasonable supporting documentation). All such amounts shall be deemed additional rent (“Additional Rent”). Additional Rent, if applicable, shall not be abated during the first two months of the Term. Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. In the event Sub-Sublandlord incurs any out-of-pocket costs or expenses (or is billed by Master Sublandlord's bill ▇▇▇ other material Landlord or Master Tenant for items) which are directly attributable to additional services that Sub-Subtenant specifically requests and are furnished to Sublandlord the Sub-Subleased Premises, or utilities furnished to or for the Sub-Subleased Premises for additional utility expenses related to after business hours use during the Term at the request of Sub-Subtenant or with respect to repairs made in connection therewith). Sublandlord the Sub-Subleased Premises during the Term pursuant to the terms of the Master Lease, Master Sublease and this Sub-Sublease, such costs and expenses shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or be deemed Additional Rent under this Sub-Sublease, and Sub-Subtenant shall promptly pay Sub-Sublandlord or the applicable provider, as the case may be, the amount of such costs and expenses. Notwithstanding anything to the extent of contrary contained herein, Sub-Subtenant shall not be responsible for the Sublease Share of reimbursement received by Base Rent, utility expenses or other charges due from Sub-Sublandlord under the terms of the Master SubleaseSublease or due from Master Tenant under the Master Lease or any other charges or costs attributable or accruing prior to the Commencement Date, except as set forth in the immediately preceding sentence. Sub-Subtenant will have no obligation to perform any of the obligations of Sub-Sublandlord as “Sublessee” under the Master Sublease or Master Tenant under the Master Lease which accrued prior to the Commencement Date but which have not been performed by Sub-Sublandlord (or Master Tenant, as applicable), including without limitation, the obligation to repair any damage to the Sub-Subleased Premises existing as of the Commencement Date, to remove any alterations, additions or improvements performed by or at the direction of Sub-Sublandlord or Master Tenant, to correct any violation of law, ordinance or regulation caused by Sub-Sublandlord or Master Tenant, or to indemnify, defend or hold harmless Sub-Sublandlord, Master Tenant or Master Landlord with respect to matters occurring prior to the Commencement Date. Sub-Sublandlord shall not be liable for damaged caused or repairs necessitated by the acts or omissions on Sub-Sublandlord during the Term.

Additional Rent. If and All monies other than Base Rent required to be paid by Subtenant under this Sublease shall be deemed additional rent (“Additional Rent”). Additional Rent shall include, without limitation, all amounts payable by Sublandlord under the Master with respect to or reasonably allocated to the extent Subleased Premises. Subtenant acknowledges that Sublandlord is obligated required to pay Operating Expenses and/or “Expenses” and “Taxes” and estimated payments thereof and adjustments thereto under Exhibit E of the Master Lease. In addition to all other Additional Rent under the Master set forth in this Sublease, Subtenant shall pay to SublandlordSublandlord as Additional Rent hereunder, fifty-eight percent all of such “Expenses” and “Taxes” payable by Sublandlord with respect to the Subleased Premises. Such amounts (58%including estimated payments thereof and adjustments thereto) of all such amounts payable during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance of the Premises, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair no later than two (2) days before the building located on dates the Sublease Premises that is payable as an Operating Expense or Additional Rent same are due under the Master SubleaseLease. SimilarlySublandlord shall promptly forward the appropriate invoices received from Master Landlord. Subtenant and Sublandlord agree, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a material part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share consideration given by Subtenant to Sublandlord shall be rebuttably presumed to be correct. In additionfor this Sublease, that Subtenant shall pay additional rent payable all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with the Subleased Premises under the Master Sublease to the extent payable Lease, such that Sublandlord shall receive, as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord pursuant to the Master net consideration for this Sublease, full reimbursement thereof. In the event the rentable area of the Premises any cost or the area of the premises leased pursuant to the Master Sublease shall be changed during the Term, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent expense is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to the extent of the Sublease Share of reimbursement received incurred by Sublandlord under the Master SubleaseLease for Subtenant’s sole benefit or as a result of Subtenant’s request for certain services, Subtenant shall pay the entire cost thereof.

Additional Rent. If and (a) In the event any additional rent or other amounts are payable with respect to any time period falling within the term of this Sublease which are attributable to the extent that provisions of Sections 5.3 and 5.4, as amended, of the ▇▇▇▇▇▇▇▇▇ (such additional rent payable by Sublandlord pursuant to Sections 5.3 and 5.4, as amended, of the ▇▇▇▇▇▇▇▇▇ being hereinafter called “Escalation Rent”) then Subtenant shall pay as additional rent pursuant to this Sublease an amount equal to the applicable Subtenant’s Proportionate Share of Escalation Rent. At any time after receipt by Sublandlord of any statement for any Escalation Rent, or if Sublandlord is at any time obligated to pay Operating Expenses and/or Additional any Escalation Rent, Sublandlord may deliver to Subtenant a statement with respect to the payment of Subtenant’s Proportionate Share of the Escalation Rent under the Master Sublease(which may be Overlandlord’s statement) and, within twenty (20) days after delivery of such statement, Subtenant shall pay to SublandlordSublandlord additional rent determined as aforesaid in this Section 4.1. (b) Sublandlord shall promptly deliver to Subtenant a copy of any annual statement received from Overlandlord and such additional back up documentation thereof as Subtenant may reasonably request that Sublandlord has received or has a right to obtain from Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇. If an annual statement is furnished by Overlandlord to Sublandlord which shows that there has been an overpayment by Subtenant of Escalation Rent or if Overlandlord shall notify Sublandlord that Sublandlord is entitled to a credit against subsequent rent due to a refund of Taxes or Operating Expense as to which Subtenant paid Escalation Rent, fifty-eight percent (58%) and if Overlandlord shall actually give Sublandlord credit therefor under the ▇▇▇▇▇▇▇▇▇, Sublandlord shall permit Subtenant to credit the amount of all such amounts payable during overpayment or Subtenant’s portion of such tax refund credit against the term next subsequent rent payments under this Sublease. After the termination of this Sublease and the payment to Sublandlord of the balance, if any, of all rent due hereunder, Sublandlord shall promptly pay to Subtenant the amount of any such credit not previously applied by Subtenant. In the event that any Escalation Rent is due under the ▇▇▇▇▇▇▇▇▇ with respect to any period that includes any period that follows the Sublease Expiration Date, Subtenant’s obligations hereunder on account of such Escalation Rent shall be appropriately prorated. (c) Sublandlord shall be under no obligation to audit, challenge, object to or contest any such statement, any allocations or determinations made by Overlandlord pursuant to such Sections 5.3 and 5.4, or any tax assessment of the "Sublease Share")Building, although Sublandlord may do so in its sole discretion. Notwithstanding the foregoing, if Subtenant shall within the Sublease Share shall be equitably adjusted time period permitted by the parties for any item of Operating Expenses or Additional 4 Rent that relates ▇▇▇▇▇▇▇▇▇ request Sublandlord to or benefits the Sublease Premises disproportionately as compared to the balance of the Premisesdo so, or that arises as the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed diligently exercise such rights in its commercially reasonable judgment or permit Subtenant to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord do so pursuant to the Master Subleaseprovisions of Section 2.5(d). In the event of an overpayment of Escalation Rent, Sublandlord shall promptly notify Subtenant thereof, and if Overlandlord has actually credited Sublandlord therefor under the rentable area ▇▇▇▇▇▇▇▇▇, Sublandlord shall permit Subtenant to credit the amount of such overpayment, but less the Premises or the area applicable Subtenant’s Proportionate Share of the premises leased pursuant all reasonable third party costs and expenses incurred by Sublandlord in connection with such dispute (to the Master Sublease shall be changed during extent not reimbursed by Overlandlord to Sublandlord) against the Term, then the Sublease Share shall be recalculated. All next subsequent rent payments under this Section 4.2 shall be due from Subtenant Sublease. After the termination of this Sublease and the payment to Sublandlord no fewer than five of the balance, if any, of all rent due hereunder, Sublandlord shall promptly pay to Subtenant the amount of any credit not previously applied by Subtenant. (5d) days prior to the date upon which Sublandlord's payment Sublandlord has furnished Subtenant with a copy of Operating Expenses and/or Additional Overlandlord’s current Escalation Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master ▇ for the period ending March 31, 2002. (e) Subtenant’s and Sublandlord's bill ▇▇▇ other material furnished to Sublandlord in connection therewith). Sublandlord ’s liability for such amounts shall refund to Subtenant any overpayment by Subtenant of Operating Expenses and/or Additional Rent to survive the extent expiration of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseTerm.

Additional Rent. If Landlord shall give its consent to any assignment of this Lease or to any sublease, Tenant, in consideration therefor, shall pay the following to Landlord, as Additional Rent: 16.5.1 In the case of an assignemtn an amount equal to 50% of all sums and other consideration paid to Tenant by the extent that Sublandlord is obligated assignee for or by reason of such assignment (including, bu tnot limited to, sums paid for the sale of Tenant's fixtures, leasehold improvements, equipment, furniture, furnishings or ▇▇▇▇▇ personal property, less, in the case of a sale thereof, the then net unamotized or underpreciate cost thereof to pay Operating Expenses and/or Tenant determined on the basis of Tenant's federal income tax returns); and 16.5.2 In the case of a sublease, 50% of any rents, additional charges an other consideration payable under the sublease to Tenant by the subtenant in excess of the Base Rent, Additional Rent under the Master Sublease, Subtenant shall pay to Sublandlord, fifty-eight percent (58%) of all such amounts payable and Othe Charges accruing during the term of this Sublease (the "Sublease Share"). Notwithstanding the foregoing, the Sublease Share shall be equitably adjusted by the parties for any item of Operating Expenses or Additional 4 Rent that relates to or benefits the Sublease Premises disproportionately as compared to the balance sublease in respect of the Premises, or that arises as subleased space (at the result of the negligence or willful misconduct of Sublandlord or Subtenant or any of their employees, agents or invitees or a breach of this Sublease rate per square foot payble by Sublandlord or Subtenant. As an example but not in limitation of the generality of the foregoing, the Sublease Share payable by Subtenant would be 100% with respect to any cost to repair the building located on the Sublease Premises that is payable as an Operating Expense or Additional Rent under the Master Sublease. Similarly, and again as an example only, the Sublease Share payable by Subtenant would be 0% with respect to any cost to repair the building at 1565 Charleston so long as such building is a part of the Premises but not part of the Sublease Premises. Any reasonably adjustment in the Sublease Share by Sublandlord shall be rebuttably presumed to be correct. In addition, Subtenant shall pay additional rent payable under the Master Sublease to the extent payable as a result of services requested or consumed by Subtenant on the Sublease Premises. The Sublease Share is calculated by dividing the rentable area of the Sublease Premises by the rentable area of the Premises leased by Master Sublandlord to Sublandlord Tenant hereunder) pursuant to the Master Sublease. In terms hereof (including, but not limited to, sums paid for the event sale or rental of Tenant's fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the rentable area case of the Premises sale thereof, an amount equal to the then net unamortized or undepreciated cost thereof to Tenant determined on the area basis of Tenant's federal income tax returns, which amount shall be amortized on a straight line basis over the term of such sublease). 16.5.3 The sums payable under Section 16.5 shall be paid to Landlord as and when paid by the assignee or subtenant to Tenant. 16.5.4 Anything in this Article 16 to the contrary notwithstanding but provided Tenant shall have obtained from Landlord any consent which Tenant is obligated to obtain pursuant to this Article 16, Tenant shall have the righ to sublease 25% of the demised premises leased pursuant or any lessor amount to the Master Sublease shall be changed during the Terma sole sublessee, then the Sublease Share shall be recalculated. All payments under this Section 4.2 shall be due from Subtenant to Sublandlord no fewer than five (5) days prior to the date upon which Sublandlord's payment of Operating Expenses and/or Additional Rent is due to the Master Sublandlord, provided that Subtenant shall have been billed therefor at least ten (10) days prior to such due date (which bill ▇▇▇ll be accompanied by a copy of Master Sublandlord's bill ▇▇▇ other material furnished to Sublandlord and in connection therewith). Sublandlord with such subletting Tenant shall refund not be obligated to Subtenant any overpayment by Subtenant of Operating Expenses and/or pay Additional Rent to the extent of the Sublease Share of reimbursement received by Sublandlord under the Master SubleaseLandlord as outlined in this Section 16.5.