Common use of Audit Right Clause in Contracts

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Share.

Audit Right. In the event the Controllable Operating Expenses that within ninety (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (3090) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must give notice enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by Tenant; provided, however, in the nonevent it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-prevailing partyof-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any adjustment required as a result audit performed pursuant to the terms of any this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall be paid relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within 30 daysthe foregoing 90-day period that Tenant objects to the Statement, or adjusted in the next installment(s) of then Tenant’s Shareright to audit such year’s Statement shall be null and void.

Audit Right. In the event the Controllable Operating Expenses (as defined belowa) increase by Upon written request and at least fifteen (15) days prior notice from BRIDGE, at BRIDGE'S expense and not more than three percent once in each twelve (3%12) in any given Lease Year month period, BRIDGE may engage an independent public accounting or auditing firm (the "Auditor") selected by BRIDGE, but which has not provided auditing or other services to BRIDGE during the previous five (5) years (other than previous auditing services pursuant to this Agreement or other similar BRIDGE license, development or collaboration agreements) and which is reasonably acceptable to ALGORX. The Auditor may perform on behalf of BRIDGE an audit of the books and records of ALGORX and those Affiliates and sublicensee(s) that have reported Net Sales of Licensed Product(s) during the relevant time period. The Auditor shall conduct the audit during the normal business hours of ALGORX, its Affiliates or sublicensee(s) as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise may be reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order necessary to verify the accuracy of Landlord’s determination the Royalty Reports furnished by ALGORX hereunder in respect of the Tenant’s Share subject any annual fiscal period ending not more than thirty-six (36) months prior to the procedure noted belowdate of such request. Controllable Operating Expenses BRIDGE acknowledges that the Auditor(s) shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by conduct the audit in such a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply manner so as to not unreasonably interfere with the following business of ALGORX and those Affiliates and sublicensee(s) described above. BRIDGE's right to request audit shall survive any termination of this Agreement for thirty-six (36) months after the date of said termination. ALGORX acknowledges and agrees that ALGORX, its Affiliates and sublicensees shall reasonably cooperate with the Auditor in order to audit Landlord’s records and information pertaining to Operating Expenses:connection with any such audit. (ib) Tenant must give notice to Landlord Upon the expiration of its election to undertake said audit within one hundred twenty thirty-six (12036) days after receipt months following the end of any Royalty Period, the statement calculation of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and royalties payable with respect to such auditRoyalty Period shall be binding and conclusive upon BRIDGE except with respect to any audit then requested or underway, Tenant may audit the two preceding calendar years;and except for fraud or misrepresentation, ALGORX and its Affiliates shall be released from any liability or accountability with respect to royalties for such fiscal year. (iic) Such audit will be conducted The written report prepared by the Auditor(s), shall disclose only during regular business hours at the office where Landlord maintains records summary of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy results of the results audit and the conclusions of such the Auditor(s) regarding the audit within fifteen (15) days and the amount of its receipt by Tenant and no such audit any underpayment or overpayment of royalties, if any, without disclosure of or reference to supporting documentation. The Auditor's report shall be conducted the final determination of royalty underpayments or overpayments, if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a any. A copy of such audit;report shall be sent or otherwise provided to ALGORX by the Auditor(s) at the same time it is sent or otherwise provided to BRIDGE. (ivd) No audit If the written report by the Auditor(s) shows any underpayment of royalties, ALGORX shall be conducted at any time that Tenant is in default (after remit, or shall cause its Affiliates, co-promoters, co-marketer(s) and or sublicensees to remit, to BRIDGE the expiration amount of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within underpayment within thirty (30) days after Tenant’s the Parties' receipt of the Auditor's report. Underpayment shall bear interest from the due date at the prime rate, as reported by The Wall Street Journal on the due date for such auditpayment, Tenant must give notice to Landlord plus **** percent (*%), per annum (or such lesser amount as shall be the maximum permitted by law). In the event that the amount of any disputed amounts and identify all items being contested underpayment of royalties is in Landlord’s statement excess of **** percent (*%) of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as total royalties due to which Tenant BRIDGE with respect to the period covered by the Auditor's report, ALGORX shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and reimburse BRIDGE for the cost of said joint the audit in which the underpayment was discovered. Any overpayment of royalties shall be paid by fully creditable against future royalties payable in subsequent Royalty Periods. In the non-prevailing partyevent this Agreement is terminated or expires before such overpayment is fully credited, BRIDGE shall pay ALGORX the portion of such overpayment not credited within thirty (30) days after such termination or expiration hereof, less any payment due BRIDGE hereunder. Any adjustment required as a result In the event this Agreement is terminated or expires before an underpayment has been fully remitted, ALGORX shall pay BRIDGE the portion of any audit shall be such underpayment not paid within 30 days, thirty (30) days after such termination or adjusted in the next installment(s) of Tenant’s Shareexpiration hereof.

Audit Right. (a) For the purposes of the audits rights described herein, a Party subject to an audit in any given Contract Year will be referred to as the "Auditee" and the other Party who has certain and respective rights to audit the books and records of the Auditee will be referred to as the "Audit Rights Holder." (b) Each Party may, upon request and at its expense (except as provided for herein), cause an internationally-recognized independent accounting firm selected by it (except one to whom the Auditee has a reasonable objection) (the "Audit Team"), to audit during ordinary business hours the books and records of the other Party's compliance with its obligations under this Agreement, including the correctness of any payment made or required to be made to or by such Party, as applicable, and any report underlying such payment (or lack thereof), pursuant to the terms of this Agreement. Prior to commencing such audit, the Audit Team shall enter into an appropriate confidentiality agreement with the Auditee. (c) In respect of each audit of the event Auditee's books and records: (i) the Controllable Operating Expenses Auditee may be audited only once per Contract Year; (as defined belowii) increase by no records for any given Contract Year for an Auditee may be audited more than once; and (iii) the Audit Rights Holder shall only be entitled to audit books and records of an Auditee from the three (3) Contract Years prior to the Contract Year in which the audit request is made; provided, however, that the Audit Rights Holder shall be entitled to audit all contracts to which such books and records relate regardless of the date such contracts were entered into. (d) In order to initiate an audit for a particular Contract Year, the Audit Rights Holder must provide written notice to the Auditee. The Audit Rights Holder exercising its audit rights shall provide the Auditee with written notice of one or more proposed dates of the audit which are at least forty-five (45) days after the date of the Auditee's receipt of such written notice. The Auditee will reasonably accommodate the scheduling of such audit. The Auditee shall provide such Audit Team with full and complete access to the applicable books and records and otherwise reasonably cooperate with such audit. (e) The audit report and basis for any determination by an Audit Team shall be made available for review and comment by the Auditee, and the Auditee shall have the right, at its expense, to request a further determination by such Audit Team as to matters which the Auditee disputes (to be completed no more than thirty (30) days after the first determination is provided to such Auditee and to be limited to the disputed matters). If the Parties disagree as to such further determination and such disagreement relates to financial matters, the Audit Rights Holder and the Auditee shall mutually select an internationally-recognized independent accounting firm that shall make a final determination as to the remaining matters in dispute that shall be binding upon the Parties. With respect to disagreements that relate to non-financial matters, the Parties reserve all rights and remedies available at law and equity. Such accountants shall not disclose to the Audit Rights Holder any information relating to the business of the Auditee except that which should properly have been contained in any report required hereunder or otherwise required to be disclosed to such Party to the extent necessary to verify the payments required to be made or other obligations pursuant to the terms of this Agreement. (f) If the audit shows any under-reporting or underpayment, or overcharging by any Party, that under-reporting, underpayment or overcharging shall be reported to the Joint Steering Committee (or both Parties if the Joint Steering Committee is no longer operating) and the underpaying or overcharging Party shall remit such underpayment or reimburse such overcompensation (together with interest at the interest rate of three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit any underpayment or overcharge) to the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit underpaid or overcharged Party within fifteen (15) days of receiving the audit report. Further, if the audit for an annual period shows an under-reporting or underpayment or an overcharge by any Party for that period in excess of ten percent (10%) of the amounts properly determined, the underpaying or overcharging Party, as the case may be, shall reimburse the applicable underpaid or overcharged Audit Rights Holder conducting the audit, for its receipt by Tenant respective audit fees and no such audit reasonable out-of-pocket expenses in connection with said audit, which reimbursement shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within made within thirty (30) days after Tenant’s receipt of receiving appropriate invoices and other support for such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharerelated costs.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt Statement by Tenant and no such audit shall be conducted ("Review Period"), if any other tenant of Tenant disputes the Building has conducted amount set forth in the Statement, Tenant's employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord's standard accounting practices, at Tenant’s receipt 's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant's failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant's approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in Landlord’s statement the Statement were overstated by more than ten percent (10%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s receipt expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant, as set forth in Landlord’s statement the Statement were overstated by more than ten percent (10%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord, provided that in no event shall Landlord be responsible for costs hereunder in excess of the non-prevailing partyamount of such overstatement. Any adjustment required Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In Within one (1) year after receipt, of a statement by Tenant, if Tenant disputes the event amount of Additional Rent set forth in the Controllable Operating Expenses statement, an accountant (which accountant is not working on a contingency fee basis and which shall be hereinafter referred to as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year"Tenant's Accountant"), or as otherwise reasonably requested by Tenant (or required designated and paid for by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s after reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from and at reasonable times, inspect and copy Landlord, and 's records with respect to such auditstatement at Landlord's offices, provided that Tenant is not then in default under this Lease beyond any applicable notice and cure period and Tenant has paid all amounts required to be paid under the applicable statement. In connection with such inspection, Tenant and Tenant's agents must agree in advance to follow Landlord's reasonable rules and procedures regarding inspections of Landlord's records, and shall execute a mutually acceptable confidentiality agreement regarding such inspection. Tenant's failure to dispute the amount of Additional Rent set forth in any Statement within one (1) year of Tenant's receipt of such statement shall be deemed to be Tenant's approval of such statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such statement. If after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord (which accountant has not previously been retained by Landlord and which shall he hereinafter referred to as "Landlord's Accountant") and subject to Tenant's reasonable approval; provided that if such determination by Landlord's Accountant proves that Operating Expenses were overstated by more than five percent (5%), then the overstated amount shall be repaid to Tenant and the cost of Landlord's Accountant and the costs of Tenant's Accountant shall be paid for by Landlord. Tenant hereby acknowledges that Tenant's sole right to inspect and copy Landlord's books and records and io contest the amount of Operating Expenses payable by Tenant shall be as set forth in this Section 4.2 and Tenant hereby waives any and all other rights pursuant to applicable law to inspect such books and records and/or to contest the amount of Operating Expenses payable by Tenant. In the event Tenant does not agree as to the determination made by Landlord's accountant, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where notify Landlord maintains records of Operating Expenses that Tenant desires to have such disagreement determined by an arbiter, and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days thereafter Landlord and Tenant shall designate a certified public accountant (the ?Arbiter") whose determination made in accordance with this Section 4.2 shall be binding upon the arties. If Tenant fails to notify Landlord of its receipt Tenant's desire to have such disagreement determined by an Arbiter within 60 days after the determination of Landlord's Accountant, then the determination of Landlord's Accountant shall be conclusive and binding on Tenant. IT the Arbiter Shall substantially confirm the determination of Landlord's Accountant, then Tenant shall pay the cost of the Arbiter. If the Arbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter shall be borne equally by Landlord and Tenant, The Arbiter shall be a member of a national independent certified public accounting firm, which has not been previously employed by Landlord or Tenant and no such audit with not less than ten (10) years experience in commercial leasing. If Landlord and Tenant shall be conducted if any other tenant unable to agree upon the designation of the Building has conducted an independent audit for Arbiter within fifteen (15) days after receipt of written notice from Tenant requesting agreement as to the time period Tenant intends designation of the Arbiter, which notice shall contain the names and addresses of two or more certified public accountants meeting the requirements set forth above who are acceptable to audit Tenant, then either party shall have the right to request, the American Arbitration Association, Jams/endispute (or any organization which is the successor thereto) (the qA.A.A") to designate as the Arbiter a member of a national certified public accounting firm whose written determination shall be conclusive and Landlord furnishes to Tenant a copy binding upon the parties, and the cost of such audit; (iv) No audit certified public accountant shall be conducted at any time that Tenant is borne as provided above in default (after the expiration of any applicable grace and/or cure period) of any case of the terms Arbiter designated by Landlord and Tenant. The Arbiter's written determination shall be made within thirty (30) days of the Ai, -biter's appointment and shall only apply to the additional rent in dispute. In rendering such written determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by . If Tenant shall not postpone or alter the liability and obligation of prevail in such contest, Landlord shall make an appropriate refund to Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, written determination of the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareArbiter.

Audit Right. In the event the Controllable Operating Expenses that within ninety (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (3090) days after Tenant’s receipt of such auditthe Statement for the prior calendar year, Tenant must give reasonably believes that certain of the Common Operating Expenses charged by Landlord include costs that are not properly included within the term “Common Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this paragraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of any disputed amounts and identify all items being contested an Audit Notice, Landlord shall instruct its property manager at the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s statement books and records at the Building relating to Common Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Tenant Share. If Audit Notice, Landlord and Tenant canare unable to resolve Tenant’s objections, then not agree upon later than fifteen (15) days after the expiration of such 30-day period, Tenant shall notify Landlord if Tenant wishes to employ an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) to inspect and audit Landlord’s books and records for the Building relating to the objections raised in Tenant’s statement. Such audit shall be limited to a determination of whether or not Landlord calculated the Common Operating Expenses in accordance with the terms and conditions of this Lease and normal and customary accounting methods used by owners of similar buildings in the area for calculating Tenant’s Common Operating Expense increase. All costs and expenses of any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing partyTenant. Any adjustment required as audit performed pursuant to the terms of this section shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager at the Building. If Landlord has overcharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase for any year, Landlord shall pay the amount of such overpayment to Tenant. If Common Operating Expenses are overstated by more than ten percent (10%), then Landlord agrees to pay the reasonable costs of such audit, not to exceed the lesser of Two Thousand and No/100 Dollars ($2,000.00) per audit or the amount of the overcharge. If Landlord has undercharged Tenant for Tenant’s Proportionate Share of the Common Operating Expense increase, Tenant shall promptly pay the amount of such underpayment to Landlord. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this section only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void. Notwithstanding anything contained herein to the contrary, Tenant shall have no right to audit Landlord’s books and records for a particular calendar year if another tenant in the Building has conducted an audit of Landlord’s books for the same calendar year in question. In such event, Landlord shall provide Tenant with a copy of the result of any such audit and Tenant shall be paid within 30 days, or adjusted in bound by the next installment(s) results of Tenant’s Sharesuch audit.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s receipt expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such auditcertification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than ten percent (10%), Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing party. Any adjustment required parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result of any audit shall the case may be, to each other, as are determined to be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareowing pursuant to such certification.

Audit Right. In the event the Controllable Operating Expenses Within one (as defined below1) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested year after receipt of a Statement by Tenant (or required by “Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental employees or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; certified public accountant (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which accountant is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s receipt expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in Landlord’s statement the Statement were overstated by more than five percent (5%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event the Controllable Operating Expenses If Tenant shall send an objection notice pursuant to Subsection D(iii) of this Article 3 with respect to a Landlord’s Statement, Tenant may, at its own expense, select an independent certified public accountant or an internal auditor directly employed by Tenant, that is not being compensated by Tenant, in whole or in part, on a contingency basis (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Yearan “Approved Examiner”), and provided that such Approved Examiner is not and has not during the Term been affiliated with, a shareholder in, an officer, director, partner, or as otherwise reasonably requested by Tenant (employee of, Landlord or required by Tenant’s business partners and/or applicable law)any managing agent of Landlord or any affiliate of Landlord, then Tenant and such Approved Examiner may audit examine Landlord’s books and records and all information pertaining relating solely to Operating Expenses in order disputed aspects of the disputed items to verify determine the accuracy of Landlord’s determination Statement. Tenant recognizes the confidential nature of Landlord’s books and records and agrees that information obtained by it or an Approved Examiner during any examination (including any compromise, settlement or adjustment relating to the results of such examination) shall be maintained in strict confidence by Tenant and such Approved Examiner. As a condition precedent to Tenant’s Share subject exercise of its right to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond examine Landlord’s reasonable control including minimum wage increasesbooks and records, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy confidentiality agreement, reasonably satisfactory to Landlord, from the Approved Examiner to the same effect as Tenant’s agreement contained in the preceding sentence. If, after such examination, such Approved Examiner shall dispute such Landlord’s Statement, either party may refer the decision of the results issues raised to a reputable independent, third party firm of such audit within fifteen certified public accountants, that does not work (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building who has conducted an independent audit not for the time period Tenant intends prior five (5) years, worked) for Landlord or Tenant, or an affiliate of either, to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after approved by the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during other party, which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant approval shall not postpone be unreasonably withheld or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and delayed (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share“Impartial Accountant”). If Landlord and Tenant cannot not, using good faith efforts, agree upon any such item as on an Impartial Accountant, either party may refer the selection of the Impartial Accountant to the American Arbitration Association (the “AAA”), in which Tenant shall have given such noticecase, the decision of the AAA shall be binding on both parties. The decision of the Impartial Accountant shall be conclusively binding upon the parties. The fees and expenses involved in resolving such dispute shall be resolved borne by an audit the unsuccessful party (and if both parties are partially unsuccessful, the accountants shall apportion the fees and expenses between the parties based upon the degree of success of each party). Notwithstanding the giving of such notice by a major accounting firm mutually Tenant, and reasonably acceptable pending the resolution of any such dispute, Tenant shall pay to Landlord when due the amount shown on any such Landlord’s Statement, as provided in this Article. If the final results of the audit show an overcharge to Tenant of more than ten (10%) percent of the amount of Operating Costs actually owed by Tenant, then Landlord shall pay Tenant’s reasonable out-of-pocket costs for such audit, not to exceed $10,000.00, and Landlord shall credit or refund to Tenant and the cost any overpayment of said joint audit shall be paid such items as discovered by the non-prevailing partyaudit within thirty (30) days of completion of such audit. Any adjustment required In the event such audit discloses an undercharge of such items as a result billed to Tenant, Tenant shall pay Landlord the amount of any audit shall be paid underpayment based on such undercharge within 30 daysthirty (30) days of completion of the audit, or adjusted in the next installment(s) of Tenant’s Shareas Additional Rent.

Audit Right. In the event of any dispute as to the Controllable amount of Tenant's Share of Operating Expenses, Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord will have the right, by prior written notice ("Audit Notice") given within ninety (90) days ("Audit Period") following receipt of an actual statement of Operating Expenses (as defined below"Actual Statement") increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)and at reasonable times during normal business hours, or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may to audit Landlord’s 's accounting records and all information pertaining with respect to Operating Expenses in order relative to verify the accuracy year to which such Actual Statement relates at the office of Landlord at which records are kept or, at Landlord's election, the office of Landlord’s determination of the Tenant’s Share subject 's property manager (if any). In no event will Landlord or its property manager be required to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under making available such accounting records as aforesaid. Neither Tenant nor its auditor may leave the office of Landlord with originals of any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined materials supplied by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of pay Tenant’s 's Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses when due pursuant to the terms of this Lease and only after Tenant gives Landlord fourteen may not withhold payment of Operating Expenses or any other rent pending results of the audit or during a dispute regarding Operating Expenses. The audit must be completed within sixty (1460) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy days of the date of Tenant's Audit Notice and the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant delivered to Landlord within seventy-five (75)days of the Building has conducted an independent audit for the time period date of Tenant's Audit Notice. If Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of does not comply with any of the terms of this Lease; (v) No subtenant shall have any right to conduct an aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit or review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentcorrectly reveals that Landlord has overcharged Tenant, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within then within thirty (30) days after the results of such audit are made available to Landlord, the amount of such overcharge shall be deducted from the installments of Tenant’s receipt 's Share of Operating Expenses next becoming due. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant agrees to reimburse Landlord the amount of such undercharge. Tenant agrees to pay the cost of such audit, Tenant must give notice to Landlord provided that if the audit reveals that Landlord's determination of any disputed amounts and identify all items being contested Tenant's Share of Operating Expenses as set forth in the relevant Actual Statement was in error in Landlord’s statement 's favor by more than five percent (5%) of the amount charged by Landlord to Tenant Sharepursuant to such Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit incurred by Tenant. If To the extent Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and must pay the cost of said joint such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit. Tenant agrees to keep the results of the audit shall be paid confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant and its auditor to execute a confidentiality agreement provided by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareLandlord.

Audit Right. In During the event term of this Agreement and for a period of two (2) years thereafter, Fortress shall have the Controllable Operating Expenses (as defined below) increase by right, upon prior written notice to Payor, not more than three percent (3%) once in any given Lease Year (as measured against Fiscal Year, to audit the Controllable Operating Expenses books and records of Payor, for the immediately preceding Lease Yearpurpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, or as otherwise in a form reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law)acceptable to Parent, then Tenant may audit Landlord’s records with respect to all information provided by, and all information pertaining Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to Operating Expenses in order to verify the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of Landlord’s determination the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the Tenantauditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s Share subject report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g.immediately following paragraphs, electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Landlord of its election to undertake said audit Fortress within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after TenantParent’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement report: (x) the amount of the Tenant Share. If Landlord underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and Tenant cannot agree upon any such item as to which Tenant shall have given such notice(z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the dispute reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable entitled to Landlord and Tenant and deduct the cost amount of said joint audit such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be paid calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the non-prevailing party. Any adjustment required as a result of any audit contrary, Payor shall be paid within 30 dayskeep, or adjusted cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in the next installment(s) of Tenant’s Share.relation thereto. ​

Audit Right. In the event the Controllable Operating Expenses Within sixty (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12060) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlordemployees or an independent certified public accountant, and with respect to such auditdesignated by Tenant, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only may, after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver reasonable notice to Landlord a copy of the results of such audit within fifteen (15“Review Notice”) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default (after the expiration of any all applicable grace and/or cure period) periods and provided further that Tenant and such accountant or representative shall, and each of any of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the terms of this Lease; (v) No subtenant foregoing, Tenant shall only have any the right to conduct an audit and no assignee shall conduct an audit for review Landlord’s records one (1) time during any period during which twelve (12) month period. If after such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisinspection. Within but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices. at Tenant’s receipt expense, by an independent certified public accountant selected by Landlord. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant, as set forth in Landlord’s statement the Statement were overstated by more than ten percent (10%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. provided that in no event shall Landlord be responsible for costs hereunder in excess of the non-prevailing partyamount of such overstatement. Any adjustment required Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In At least by April 15th after the event end of each calendar year during the Controllable term, Landlord will deliver to Tenant a reconciliation of the actual Operating Expenses Costs incurred for that calendar year (as defined belowif Tenant does not receive such a reconciliation by that date then it will notify Landlord in writing, and Landlord will deliver such a reconciliation with twenty (20) increase by more than three percent days thereafter). Tenant will have the right at its sole cost to audit, with an independent certified public accountant, once during each twelve (3%) in any given Lease Year (as measured against 12)-month period during the Controllable term, the Operating Expenses Costs charged to Tenant for the immediately preceding Lease Year)prior calendar year, or as otherwise reasonably requested by provided that Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give delivers written notice to Landlord of its election to undertake said audit within one hundred twenty six (1206) days months after receipt of the annual statement of Operating Costs for that calendar year, and has paid the actual amount of Tenant’s Share that statement and is not in default. The auditors must be compensated on an hourly basis for the preceding calendar year from Landlord, time spent and with respect not pursuant to such audit, Tenant may audit the two preceding calendar years; (ii) Such a “contingent fee” arrangement of any type. This audit will be conducted only take place at the Project during regular Landlord’s normal business hours on at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord least fourteen (14) days’ advance prior written notice; , in a manner that will not unreasonably disrupt Landlord’s business operations, and for a period not to exceed fourteen (iii14) business days. Landlord will not be required to provide analyses or comparisons for Tenant, but will on request cooperate with the auditors by providing, to the extent in Landlord’s possession, line item breakdowns of the Operating Costs disputed by Tenant shall deliver in its notice to Landlord a and the invoices therefor, and permitting Tenant’s auditors to copy of such items at their sole cost. Tenant agrees to keep strictly confidential the results of such its audits and any information obtained in connection therewith, as well as any claims, negotiations, proceedings or settlements with Landlord, and will cause its auditors and other Affiliates to comply with these confidentiality requirements. As a condition to conducting an audit within fifteen (15) days of its receipt by or any other review, Landlord may require Tenant and no such audit shall be conducted if any its auditors and other tenant Affiliates to sign and deliver confidentiality agreements for this purpose. If an error has been made in the billing of Operating Costs, whether in favor of Landlord or Tenant, the sole right and remedy of the Building has conducted an independent audit for parties will be to adjust the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any amount of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not discrepancy in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within cash within thirty (30) days after (and if Landlord owes amounts to Tenant Landlord may, at its option, credit those amounts against the rent next due from Tenant, to the extent that rent is due). Notwithstanding anything to the contrary, in addition to the reimbursement described in the preceding sentence, in the event that Tenant’s receipt audit reveals that Operating Costs charged by Landlord to Tenant for the calendar year exceeded the actual Operating Costs that should have been charged to Tenant for that calendar year by ten percent (10%) or more, and if in fact Tenant’s audit is accurate, Landlord shall reimburse Tenant for the costs of such the audit, Tenant must give notice not to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Shareexceed Four Thousand Dollars ($4,000). If Landlord and Tenant canchooses not agree upon any to request such item as to which Tenant shall have given such noticean audit within the six (6)-month period described above, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant annual statement and the cost of said joint audit shall amounts required to be paid thereunder will be considered final and binding on Tenant in all respects, except for intentional fraud by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareLandlord.

Audit Right. In At least April 15th after the event end of each calendar year during the Controllable term, Landlord will deliver to the Tenant a reconciliation of the actual Operating Expenses Costs incurred for that calendar year (as defined belowif Tenant does not receive such a reconciliation by that date then it will notify Landlord in writing, and Landlord will deliver such a reconciliation with twenty (20) increase by more than three percent days thereafter). Tenant will have the right at its sole cost to audit, with an independent certified public accountant, once during each twelve (3%) in any given Lease Year (as measured against 12)-month period during the Controllable term, the Operating Expenses Costs charged to Tenant for the immediately preceding Lease Year)prior calendar year, or as otherwise reasonably requested by provided that Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give delivers written notice to Landlord of its election to undertake said audit within one hundred twenty six (1206) days months after receipt of the annual statement of Operating Costs for that calendar year, and has paid the actual amount of Tenant’s Share that statement and is not in default. The auditors must be compensated on an hourly basis for the preceding calendar year from Landlord, time spent and with respect not pursuant to such audit, Tenant may audit the two preceding calendar years; (ii) Such a “contingent fee” arrangement of any type. This audit will be conducted only take place at the Project during regular Landlord’s normal business hours on at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord least fourteen (14) days’ advance prior written notice; , in a manner that will not unreasonably disrupt Landlord’s business operations, and for a period not to exceed fourteen (iii14) business days. Landlord will not be required to provide analyses or comparisons for Tenant, but will on request cooperate with the auditors by providing, to the extent in Landlord’s possession, line item breakdowns of the Operating Costs disputed by Tenant shall deliver in its notice to Landlord a and the invoices therefor, and permitting Tenant’s auditors to copy of such items at their sole cost. Tenant agrees to keep strictly confidential the results of such its audits and any information obtained in connection therewith, as well as any claims, negotiations, proceedings or settlements with Landlord, and will cause its auditors and other Affiliates to comply with these confidentiality requirements. As a condition to conducting an audit within fifteen (15) days of its receipt by or any other review, Landlord may require Tenant and no such audit shall be conducted if any its auditors and other tenant Affiliates to sign and deliver confidentiality agreements for this purpose. If an error has been made in the billing of Operating Costs, whether in favor of Landlord or Tenant, the sole right and remedy of the Building has conducted an independent audit for parties will be to adjust the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any amount of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not discrepancy in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within cash within thirty (30) days after (and if Landlord owes amounts to Tenant Landlord may, at its option, credit those amounts against the rent next due from Tenant, to the extent that rent is due). Notwithstanding anything to the contrary, in addition to the reimbursement described in the preceding sentence, in the event that Tenant’s receipt audit reveals that Operating Costs charged by Landlord to Tenant for the calendar year exceeded the actual Operating Costs that should have been charged to Tenant for that calendar year by ten percent (10%) or more, and if in fact Tenant’s audit is accurate, Landlord shall reimburse Tenant for the costs of such the audit, Tenant must give notice not to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Shareexceed Four Thousand Dollars ($4,000). If Landlord and Tenant canchooses not agree upon any to request such item as to which Tenant shall have given such noticean audit within the six (6)-month period described above, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant annual statement and the cost of said joint audit shall amounts required to be paid thereunder will be considered final and binding on Tenant in all respects, except for intentional fraud by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareLandlord.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s receipt expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in Landlord’s statement the Statement were overstated by more than ten percent (10%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In Provided there is no Event of Default, Tenant shall have the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining right to Operating Expenses in order to verify the accuracy of cause Landlord’s determination of the Tenant’s Pro Rata Share subject of Total Operating Costs to the procedure noted belowbe audited by an auditor reasonably acceptable to Landlord, one time with respect to any Fiscal Year, provided notice of Tenant’s desire to so audit is given to Landlord no later than forty-five (45) days after Tenant receives an annual statement from Landlord and provided that such review is thereafter commenced and prosecuted by Tenant with due diligence. Controllable Any Operating Expenses Costs statement or accounting by Landlord shall include all Operating Expenses other than utilities (e.g., electricity, gas, water be binding and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. conclusive upon Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: unless (i) Tenant must give notice to Landlord of its election to undertake said audit duly requests such review within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlordsuch 45-day period, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only within 3 months after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) such review request, Tenant shall deliver to notify Landlord a copy of in writing that Tenant disputes the results correctness of such audit within fifteen (15) days of its receipt by Tenant and no such audit statement, specifying the particular respects in which the statement is claimed to be incorrect. The auditor conducting the review shall be conducted if any other tenant compensated on an hourly basis and shall not be compensated based upon percentage of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) overcharges it discovers. No subtenant shall have any right to conduct an audit a review, and no assignee shall conduct an audit a review for any period during which such assignee was not in possession of the Premises; (vi) Such audit . Tenant agrees that all information obtained from any such Operating Costs review, including without limitation, the results of any Operating Costs review shall be kept strictly confidential by Tenant and shall not postpone be disclosed to any other person or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on entity. If as a contingency fee basis. Within thirty (30) days after Tenant’s receipt result of such auditaudit it is mutually agreed, or if it is ultimately determined, that Landlord’s determination of the foregoing is (i) overstated, or (ii) understated, then in the case of (i) Landlord shall credit the difference against monthly installments of Rent next thereafter coming due (or refund he difference if the Term has ended and Tenant must give notice has no further obligation to Landlord), or in the case of (ii) Tenant shall pay to Landlord the amount of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Sharesuch excess. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the The cost of said joint such audit shall be paid by Tenant unless the non-prevailing party. Any adjustment required as a final result of any such audit shall indicate an overstatement of more than 10%, in which case the cost of such audit shall be paid within 30 days, or adjusted in the next installment(s) for by Landlord up to a maximum amount of Tenant’s Share$3,000.

Audit Right. In Upon not less than ten Business Days written notice (the event “Audit Notice”), the Controllable Operating Expenses (as defined below) increase by Seller shall have the right to audit the books and records of the Buyer and the Company Parties for the purpose of determining the correctness of their computation and payment of any Launch Products Deferred Payment and/or Hycet Deferred Payment for up to three years prior to the date of the Audit Notice and for the purposes of determining compliance with the other covenants set forth in this Section 1.7. Such audit may not be conducted more than three percent (3%) once in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will shall be conducted only during regular normal business hours at the office where Landlord maintains Seller’s cost, provided, that any accounting firm or other Representative involved enters into a reasonable confidentiality agreement with the Company (to be approved by the Company in its sole reasonable discretion) prior to commencing any such audit. The Buyer shall provide the Seller and its advisors with reasonable access to all pertinent books and records of Operating Expenses the Company related to the Product or the Launch Products and only after Tenant gives Landlord fourteen shall reasonably cooperate with the Seller’s and its advisors’ efforts to conduct such audits. The Seller may object to any Deferred Payment Calculation by delivering a written notice of objection (14) days’ advance written notice; (iii) Tenant a “Deferred Payment Calculation Objection Notice”), which shall deliver specify the items in the applicable Deferred Payment Calculation disputed by Seller and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller delivers a Deferred Payment Calculation Objection Notice, Buyer and Seller shall negotiate in good faith for up to Landlord a copy ten Business Days to resolve the disputed items and agree upon the resulting amount of the results Launch Products Deferred Payment and/or Hycet Deferred Payment that is the subject of such audit the Deferred Payment Calculation Objection Notice. If Buyer and Seller are unable to reach agreement within fifteen (15) days of its receipt by Tenant and no such audit ten Business Days after the Deferred Payment Calculation Objection Notice has been delivered, all unresolved disputed items shall be conducted if promptly referred to the Reviewing Accountant. The Reviewing Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Deferred Payment Calculation as promptly as practicable, but in no event greater than 30 days after such submission to the Reviewing Accountant, and to resolve only those unresolved disputed items set forth in the Deferred Payment Calculation Objection Notice. If unresolved disputed items are submitted to the Reviewing Accountant, Buyer and Seller shall each furnish to the Reviewing Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Reviewing Accountant may reasonably request. The Reviewing Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Seller, and not by independent review. The Reviewing Accountant will not have the power to alter, modify, amend, add to or subtract from any other tenant term or provision of this Agreement. The resolution of the Building dispute and the calculation of the Launch Products Deferred Payment and/or Hycet Deferred Payment that is the subject of the Deferred Payment Calculation Objection Notice by the Reviewing Accountant shall be final and binding on the parties hereto. If there has conducted been an independent audit underpayment of the aggregate Launch Products Deferred Payment and/or Hycet Deferred Payment due for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy being audited of such audit; more than five percent (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period5%) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit amount due for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such noticeperiod, the dispute Buyer shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and reimburse the cost Seller for the reasonable out-of said joint audit shall be paid pocket costs (including Reviewing Accountants’ fees) incurred by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareSeller pursuant to this Section 1.7(d).

Audit Right. In the event the Controllable Operating Expenses (of any dispute as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for of Maintenance Expenses, Real Property Taxes and/or the preceding calendar year from Landlordcost of any insurance maintained by Landlord hereunder (collectively, and with respect to such audit“Expenses”), Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses or an accounting firm selected by ▇▇▇▇▇▇ and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver reasonably satisfactory to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant billing hourly and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis) will have the right, by prior written notice (“Audit Notice”) given within one (1) year (“Audit Period”) following receipt of the final statement of such Expenses incurred by Landlord during the immediately previous calendar year (an “Actual Statement”) and at reasonable times during normal business hours, to audit Landlord’s accounting records with respect to the Expenses relative to the year to which such Actual Statement relates at the offices of Landlord’s property manager. Within In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as aforesaid. Neither Tenant nor its auditor may leave the offices of Landlord’s property manager with copies of any materials supplied by Landlord. Tenant must pay ▇▇▇▇▇▇’s Share of Expenses when due pursuant to the terms of this Lease and may not withhold payment of such Expenses or any other rent pending results of the audit or during a dispute regarding Expenses. The audit must be completed within six (6) months of the date of Tenant’s Audit Notice subject to extension for delays caused by Landlord. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that ▇▇▇▇▇▇▇▇ has overcharged Tenant and ▇▇▇▇▇▇▇▇ agrees with the results of such audit, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If the audit reveals that ▇▇▇▇▇▇ was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant’s receipt , ▇▇▇▇▇▇ agrees to reimburse Landlord the amount of such undercharge. ▇▇▇▇▇▇ agrees to pay the cost of such audit, Tenant must give notice to Landlord provided that if the audit reveals that ▇▇▇▇▇▇▇▇’s determination of any disputed amounts and identify all items being contested the Building’s total Expenses as set forth in the relevant Actual Statement was in error in Landlord’s statement favor by more than seven percent (7%) of the Tenant Sharetotal amount of such Expenses pursuant to such Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit *** Information has been omitted pursuant to a request for confidential treatment which has been filed separately with the Securities and Exchange Commission. If incurred by Tenant. To the extent Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and must pay the cost of said joint such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit, and in no event will exceed the lesser of the amount of the error or $1,500.00. Tenant agrees to keep the results of the audit shall be paid confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant and its auditor to execute a confidentiality agreement provided by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareLandlord.

Audit Right. In The Company shall keep, and shall require its Affiliates to keep, full, true and accurate books of account it used to calculate the event Net Sales for purposes of the Controllable Operating Expenses Royalty Payments hereunder, for at least three (3) calendar years after the calendar year with respect to which the applicable Royalty Payments were calculated. The Founder has the right, at his expense, to engage an independent, certified public accountant selected by the Founder and reasonably acceptable to the Company or, if applicable, its Affiliate, to perform, on behalf of the Founder, an audit of such books and records solely to report on the correctness of the Royalty Payments, in the locations where such records are maintained. Such audit shall be conducted only upon thirty (30) days prior written notice to the Company and its Affiliates, during regular business hours. The auditor shall be required to enter into a confidentiality agreement with the Company or its Affiliates, as defined below) increase by applicable, and the auditor may only disclose to the Founder whether the Royalty Payments for the relevant calendar year were correctly calculated and, if not, the amount of over- or under-payments to the Founder. The records for any calendar year may be audited no more than once and no records may be audited more than three percent (3%) in any given Lease Year (as measured against calendar years after the Controllable Operating Expenses calendar year with respect to which such Net Sales were calculated for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination purposes of the Tenant’s Share subject Royalty Payments hereunder. If such audit identifies an over-payment to the procedure noted belowFounder, the amount of such over-payment shall be credited against future Royalty Payments owed to the Founder (or, if no further Royalty Payments are owed to the Founder, the Founder shall reimburse any such overpayment to the Company within ninety (90) days after the last Royalty Payment made by the Company to the Founder). Controllable Operating Expenses shall include all Operating Expenses other than utilities If such audit identifies an under-payment to the Founder, the Company shall, within ninety (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12090) days after receipt of the statement of audit report, pay to the actual Founder the amount of Tenant’s Share for the preceding calendar year from Landlordsuch under-payment, and along with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours simple interest at the office where Landlord maintains records rate of Operating Expenses and only after Tenant gives Landlord fourteen one percent (141%) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of per month, from the results of date such audit within fifteen (15) days of its receipt underpayment was originally owed until the date it is paid, but in no event more than the highest rate permitted by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharelaw.

Audit Right. In the event Tenant disputes the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement amount of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Property Taxes set forth in the statement delivered by Landlord to Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) pursuant to this Article 7, Tenant shall deliver have the right, at Tenant's sole cost, after five (5) business days' prior written notice to Landlord a copy Landlord, to inspect at Landlord's office during normal business hours Landlord's books and records concerning the Operating Expenses and Real Property Taxes set forth in such statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the results Operating Expenses and Property Taxes set forth in any statement, unless Tenant does so within one (1) year immediately following Landlord's delivery of the particular statement in question (the "Review Period"); provided, further, that notwithstanding any such timely objection, dispute, inspection and/or audit, and as a condition precedent to Tenant's exercise of its right of objection, dispute, inspection and/or audit as set forth in this Section 7.3, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Article 7 in accordance with such statement provided, however, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. If after such inspection, Tenant still disputes the amount of the Operating Expenses and Real Property Taxes set forth in the statement, Tenant shall have the right, within fifteen the ninety (1590) days of its receipt thereafter, to cause an independent certified public accountant firm, as selected by Tenant and no approved by Landlord (the "Accountant"), to commence and complete an audit of Landlord's books and records to determine the proper amount of the Operating Expenses and Real Property Taxes incurred and amounts payable by Tenant for the particular year which is the subject of such statement, which audit shall be conducted if any other tenant of final and binding upon Landlord and Tenant. If such audit reveals that Landlord has over-charged Tenant, then Landlord shall credit against Tenant's rental obligations next falling due the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy amount of such audit; (iv) No over-charge with interest at the Applicable Interest Rate. If the audit shall be conducted at any time reveals that the Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentunder-charged, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within then within thirty (30) days after Tenant’s receipt the results of such auditaudit are made available to Tenant, Tenant must give notice shall reimburse to Landlord the amount of such under-charge with interest at the Applicable Interest Rate. Tenant agrees to pay the costs of such audit unless the Accountant determines that Landlord's original statement which was the subject of such audit was in error to Tenant's disadvantage by more than five percent (5%) of the Operating Expenses and Real Property Taxes. The payment by Tenant of any disputed amounts pursuant to this Article 7 shall not preclude Tenant from questioning the correctness of any statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object in writing thereto, conduct and identify all items being contested in Landlord’s statement complete its inspection and request that Landlord have the Accountant conduct the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant's approval of the statement in question and the amount of Operating Expenses and Real Property Taxes shown thereon. Notwithstanding the foregoing, if Tenant Share. If Landlord and Tenant cannot agree upon disputes a line-item amount on any such item as statement, Tenant may request a copy of the supporting documents be sent to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) without exercising all of Tenant’s Share's audit rights as described herein.

Audit Right. In (i) Subtenant shall have the event the Controllable right, within three hundred sixty-five (365) days following delivery of Sublandlord's Statement, to review Sublandlord's allocation of Operating Expenses (as defined belowin the Master Lease) increase to Subtenant's Percentage Share of Operating Costs payable hereunder. Such review may be performed by more than three an employee of Subtenant and/or a certified public accountant, provided that any such individual or firm shall not be compensated on a so-called "contingency" basis. Such review shall be performed at Subtenant's sole cost and expense, provided, however, that if Sublandlord's Statement is determined to have overstated Subtenant's Percentage Share of Operating Costs payable hereunder by two percent (32%) in any given Lease Year (as measured against the Controllable Operating Expenses or more, Sublandlord shall reimburse Subtenant for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy reasonable cost of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may and, in addition, in the event that any such audit determines that Sublandlord's Statement has overstated Operating Costs payable hereunder, Sublandlord shall reimburse Subtenant for the two preceding calendar years;amount of any such overpayment actually made by Subtenant. (ii) Such audit will be conducted only during regular business hours at Subtenant may, by written notice to Sublandlord, elect, pursuant to the office where Landlord maintains provisions of Section 7.E of the Original Master Lease, to cause Sublandlord to examine the books and records of Operating Expenses and only after Tenant gives Landlord fourteen relevant to a Sublandlord's Statement. In such event, (14A) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit examination shall be conducted if any other tenant by a party meeting the qualifications for the review of the Building has conducted an independent audit books and records of Landlord as described in the Master Lease, which party shall be designated and compensated by Subtenant, but who shall be acting as Sublandlord's representative for the time period Tenant intends to audit purposes of examining any such books and Landlord furnishes to Tenant records of Landlord, (B) such party shall render a written report of such examination and such party's findings and recommendations with respect thereto, a true copy of such audit; (iv) No audit which shall be conducted at any time that Tenant delivered to Sublandlord within ten (10) days after such report is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) completed. Such audit shall be conducted commenced and prosecuted with reasonable diligence by Sublandlord on behalf of Subtenant (provided that Subtenant requests such an independentaudit in a timely fashion so that Sublandlord can timely exercise its rights under Section 7.E of the Original Master Lease) and any reasonable expense incurred by Sublandlord in connection with such audit (including reasonable attorneys' fees and costs) shall be reimbursed by Subtenant as additional Rent hereunder within ten (10) business days following invoice therefor. Any recovery from any such examination of the books and records of Landlord shall be applied first to Subtenant, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt in the amount of the costs and expenses of such auditexamination (to the extent such costs and expenses were paid for by, Tenant must give notice or reimbursed to Landlord of any disputed amounts Sublandlord by, Subtenant) and, second, shall be allocated among Sublandlord and identify all items being contested Subtenant in Landlord’s statement accordance with the proportionate area of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareMaster Lease Premises that each occupies.

Audit Right. In the event the Controllable Operating Expenses Within twelve (as defined below12) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested months after receipt of a Statement by Tenant (or required by “Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s business partners and/or applicable law)employees, then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g.an independent certified public accountant, electricityan independent certified public accounting firm or a qualified, gasreputable firm that, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord as one of its election to undertake said audit within one hundred twenty specialties, audits or reviews operating cost and tax pass-through amounts on behalf of tenants (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and provided that no such audit shall people or firms may be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect and copy Landlord’s records at Landlord’s offices at the Project, provided that no Event of Default is then-continuing and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time for any Statement; provided, however, that such one (1) time review may extend over multiple days as reasonably necessary for Tenant to complete such review. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with the requirement of this Lease, at Tenant’s receipt of such auditexpense (except as provided below), Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit independent certified public accountant jointly selected by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Operating Costs set forth in the Statement were overstated by more than five percent (5%), then the cost of said joint audit the accountant and the cost of such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that, except in the case of fraud by Landlord, this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event of any dispute as to the Controllable amount of Tenant's Percentage of Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)Expenses, Tenant or as otherwise reasonably requested an accounting firm selected by Tenant and reasonably satisfactory to Landlord (or required billing hourly and not on a contingency fee basis) will have the right, by Tenant’s prior written notice ("Audit Notice") given within eighteen (18) months ("Audit Period") following receipt of an Actual Statement and at reasonable times during normal business partners and/or applicable law)hours, then Tenant may to audit Landlord’s 's accounting records and all information pertaining with respect to Operating Expenses in order relative to verify the accuracy year to which such Actual Statement relates at the offices of Landlord’s determination of the Tenant’s Share subject 's property manager. In no event will Landlord or its property manager be required to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”making available such accounting records as aforesaid. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of pay its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records Percentage of Operating Expenses when due pursuant to the terms of this Lease and only after Tenant gives Landlord fourteen may not withhold payment of Operating Expenses or any other rent pending results of the audit or during a dispute regarding Operating Expenses. The audit must be completed within sixty (1460) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy days of the date of Tenant's Audit Notice and the results of such audit shall be delivered to Landlord within fifteen ninety (1590) days of its receipt by the date of Tenant's Audit Notice. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant and no such audit shall be conducted if any other tenant of Landlord agrees with the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy results of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within then within thirty (30) days after the results of such audit are made available to Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant’s receipt , Tenant agrees to reimburse Landlord the amount of such undercharge. Tenant agrees to pay the cost of such audit, Tenant must give notice to Landlord provided that if the audit reveals that Landlord's determination of any disputed amounts and identify all items being contested Tenant's Percentage of Operating Expenses as set forth in the relevant Actual Statement was in error in Landlord’s statement 's favor by more than five percent (5%) of the amount charged by Landlord to Tenant Sharepursuant to such Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit incurred by Tenant. If To the extent Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and must pay the cost of said joint such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit, and in no event will exceed the amount of the error. Tenant agrees to keep the results of the audit shall be paid confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant and its auditor to execute a confidentiality agreement provided by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareLandlord.

Audit Right. In Tenant, within one hundred eighty (180) days after receiving an Expense Statement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the event the Controllable Operating Expenses for the calendar year to which the Expense Statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If Tenant retains an agent to review Landlord’s records, the agent must be with a certified public accounting firm (“CPA Firm”) licensed to do business in Colorado and which shall not be compensated on a contingent fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit; provided, however, if following an Objection Notice (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable ), Landlord and Tenant determine that Operating Expenses for the immediately preceding Lease YearBuilding, or the amount charged to Tenant by Landlord, for the year in question were less than stated or appropriately charged hereunder by more than five percent (5%), or as otherwise reasonably requested by Tenant Landlord, within sixty (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12060) days after its receipt of the statement of the actual amount of paid invoices therefor from Tenant’s Share , shall reimburse Tenant for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt reasonable amounts paid by Tenant and no to the CPA Firm in connection with such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisTenant. Within thirty (30) days after the records are made available to Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such noticethe right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to the Expense Statement for that year. If Tenant fails to give Landlord an Objection Notice within the thirty (30) day period or fails to provide Landlord with a Review Notice within the one hundred eighty (180) day period described above, the dispute Tenant shall be resolved by an audit by a major accounting firm mutually deemed to have approved Landlord’s Expense Statement and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid barred from raising any claims regarding the Operating Expenses for that year. The records obtained by the non-prevailing party. Any adjustment required as a result of any audit Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any Expense Statement unless Tenant has paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareand continues to pay all rent when due.

Audit Right. In Provided no Event of Default has occurred nor any event which, with the event passage of time and/or the Controllable Operating Expenses giving of notice would constitute an Event of Default (as defined below) increase by more than three percent (3%) in it being understood and agreed that if Tenant shall cure any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners default within applicable notice and/or applicable law)cure periods, then Tenant may shall thereafter be entitled to conduct such inspection or audit)), Tenant may, upon at least sixty (60) days’ prior written notice, inspect or audit Landlord’s records and all information pertaining relating to Building Operating Expenses in order Costs and/or Property Operating Costs for any periods of time within the previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to verify periods of time before the accuracy Operating Costs Base Year. If Tenant fails to object to the calculation of Landlord’s determination of the Tenant’s Share subject to of the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasiCosts Excess on the Year-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit End Statement within one hundred twenty (120) days after such statement has been delivered to Tenant and/or fails to complete any such audit or inspection within one hundred eighty (180) days after receipt of the statement of Year End Statement, then Tenant shall be deemed to have waived its right to object to the actual amount calculation of Tenant’s Share of the Operating Costs Excess for the preceding calendar year from in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection; provided, however, that if such audit discloses that Tenant has been overcharged by more than five percent (5%), Landlord shall reimburse Tenant for up to $5,000 of Tenant’s reasonable out-of pocket costs incurred in connection with such audit. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of the Operating Costs Excess previously charged to Tenant, then, provided no Event of Default has occurred nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default (it being understood and with respect agreed that if Tenant shall cure any default within applicable notice and/or cure periods, then Tenant shall thereafter be entitled to such auditcredit or refund, as applicable), Tenant may audit credit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at difference against the office where Landlord maintains records next installment of additional rent on account of Operating Expenses and only Costs due hereunder, except that if such difference is determined after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy the end of the results of Term, Landlord shall refund such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes difference to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals an underpayment by Tenant’s , then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within thirty (30) days after receipt of such audit, an invoice therefor. Tenant must give notice to Landlord shall maintain the results of any disputed amounts such audit or inspection confidential and identify all items being contested in Landlord’s statement shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and certified public accountants (A) reasonably acceptable to Landlord Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and Tenant and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the cost results of said joint such audit or inspection confidential. The provisions of this Section 5.2(1) shall be paid by survive the non-prevailing party. Any adjustment required as a result expiration or earlier termination of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharethis Lease.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Direct Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such employees or accountant shall execute Landlord’s standard confidentiality agreement agreeing to keep all information contained in Landlord’s records, as well as the results of the certification described below, in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after Tenant’s receipt of such auditthe Review Period, Tenant must give notice notifies Landlord in writing that Tenant still disputes such amounts, Landlord and Tenant shall attempt in good faith to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Shareresolve such dispute. If Landlord and Tenant cannot agree upon any resolve such item dispute within thirty (30) days of Landlord’s receipt of Tenant’s dispute notice, then a certification as to which Tenant shall have given such notice, the dispute proper amount shall be resolved made, at Tenant’s expense, by an audit independent certified public accountant selected by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and who is a member of a nationally or regionally recognized accounting firm. However, if such certification by the accountant proves that the total amount of Direct Expenses set forth in the Statement were overstated by more than five percent (5%), then the reasonable cost of said joint audit the accountant and such certification shall be paid for by Landlord. Promptly following the non-prevailing partyresolution of the dispute or receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Landlord shall not be liable for the payment of any audit contingency fee payments to any accountant, auditor or consultant of Tenant. The provisions of this Section shall be paid within 30 days, or adjusted in the next installment(s) sole method to be used by Tenant to dispute the amount of Tenant’s ShareDirect Expenses.

Audit Right. In Lessee shall have the event right, after reasonable notice and at reasonable times, to inspect and photocopy Lessor’s accounting records relating to Direct Expenses and any other costs or charges passed along to Lessee at Lessor’s office. If, after such inspection and photocopying, Lessee continues to dispute the Controllable amount of its Share of Operating Expenses Expenses, Lessee shall be entitled to retain a national, independent, certified public accountant (as defined belowwho may not be compensated by Lessee on a contingent fee basis) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for to audit and/or review Lessor’s records with respect to the immediately preceding Lease Year), two (2) calendar years to determine the proper amount of its Share of Operating Expenses. In no event shall Lessee audit Lessor’s accounting records more frequently than once per calendar year. If such audit or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law)review reveals that Lessor has overcharged Lessee, then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities within five (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (1205) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit are made available to Lessor, Lessor shall reimburse Lessee the amount of such overcharge plus interest at the Interest Rate. If the audit reveals that Lessee was undercharged, then within fifteen five (155) days after the results of the audit are made available to Lessee, Lessee shall reimburse Lessor the amount of such undercharge plus interest thereon at the Interest Rate. If Lessor desires to contest such audit results, Lessor may do so by submitting the results of the audit to arbitration pursuant to Section 51 within five (5) days of its receipt by Tenant of the results of the audit, and no such audit the arbitration shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit final and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit binding upon Lessor and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant Lessee. Lessee agrees to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt cost of such audit, Tenant must give notice provided that, if the audit reveals that Lessor’s determination of Lessee’s Percentage Share of Operating Expenses as set forth in any Statement sent to Landlord of any disputed amounts and identify all items being contested Lessee was in Landlorderror in Lessor’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant favor by more than two percent (2%), Lessor shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and pay the cost of said joint audit such audit. Lessor shall be paid required to maintain records of all Operating Expenses and other Operating Expenses for the entirety of the two-year period (“Review Period”) following Lessor’s delivery to Lessee of each Statement setting forth Lessee’s Share of Operating Expenses. The payment by the non-prevailing party. Any adjustment required as a result Lessee of any audit amounts pursuant to Lease Section 4 shall not preclude Lessee from questioning the correctness of any Statement provided by Lessor at any time during the Review Period, but the failure of Lessee to object thereto prior to the expiration of the Review Period shall be paid within 30 days, or adjusted in conclusively deemed Lessee’s approval of the next installment(s) of Tenant’s ShareStatement.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three five percent (35%) in any given Lease Year calendar year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), calendar year) then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar yearsyear; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result ; provided however, Tenant will not be considered the “prevailing party” for purposes of any this paragraph unless the accounting firm’s audit shall be paid within 30 days, or adjusted reveals an overcharge by Landlord in the next installment(sexcess of five percent (5%) of Tenant’s Sharethe Tenant Share for the particular calendar year in question.

Audit Right. In Provided there is no Event of Default nor any event which, with the event passage of time and/or the Controllable giving of notice would constitute an Event of Default, Tenant may, upon at least sixty (60) days’ prior written notice, inspect or audit Landlord’s records relating to Operating Expenses Costs for any periods of time within the previous fiscal year before the audit or inspection (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against it being understood and agreed that if Tenant cures all defaults before the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or expiration of applicable lawgrace period(s), then Tenant may shall then be entitled to perform such an audit Landlord’s records and all information pertaining or inspection). If Tenant fails to Operating Expenses in order request an audit within sixty (60) days after the Year End Statement has been delivered to verify the accuracy of Landlord’s determination of the Tenant’s Share subject Tenant and/or fails to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under complete any declaration, storm water fees and similar governmental such audit or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit inspection within one hundred twenty eighty (120180) days after receipt of the statement Year End Statement, then Tenant shall be deemed to have waived its right to object to the determination of the actual amount of due by Tenant under this Section 5.2 for the year in question and the determination thereof as set forth on such statement shall be final. Tenant’s Share for audit or inspection shall be conducted only at Landlord’s offices or the preceding calendar year from offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the determination of the amount due by Tenant under this Section 5.2, and then, provided there is no Event of Default nor an event which, with respect to such auditthe passage of time and/or the giving of notice would constitute an Event of Default, Tenant may audit credit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at difference against the office where Landlord maintains records next installment of additional rent on account of Operating Expenses Costs due hereunder (it being understood and only after agreed that if Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after cures all defaults before the expiration of any applicable grace and/or cure period) of any period(s), then Tenant shall then be entitled to such credit), except that if such difference is determined after the end of the terms of this Lease; (v) No subtenant Term, Landlord shall have any right refund such difference to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals an underpayment by Tenant’s , then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within ten (10) days after receipt of such audit, an invoice therefor. Tenant must give notice to Landlord shall maintain the results of any disputed amounts such audit or inspection confidential and identify all items being contested in Landlord’s statement shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and certified public accountants (A) reasonably acceptable to Landlord Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and Tenant and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the cost results of said joint such audit or inspection confidential. The provisions of this Section 5.2(k) shall be paid by survive the non-prevailing party. Any adjustment required as a result expiration or earlier termination of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharethis Lease.

Audit Right. In Tenant shall have the event right (for a period of twenty-four (24) months after receipt of each Landlord's statement delivered to Tenant pursuant to Section 4.3, but in all events such audit right shall be exercised, if at all, not later than six [6] months after the Controllable Expiration Date) at reasonable times and upon reasonable notice to Landlord, at Tenant's expense, to inspect Landlord's books records pertaining to Operating Expenses for each year of the Term. If after such inspection Tenant disputes any Operating Expense Increases charged to Tenant, then Tenant shall be entitled to retain a national, independent certified public accountant to audit and/or review Landlord's books and records pertaining to the Development to determine the proper amount of Tenant's Prorata Share of Operating Expense Increases. If such audit reveals that Landlord has overcharged Tenant, then within five (as defined below5) increase days after the results of such audit are made available to Landlord, Landlord shall reimburse Tenant the amount of such overcharge. If such audit reveals that Landlord has undercharged Tenant, then within five (5) days after the results of such audit are made available to Landlord, Tenant shall reimburse Landlord the amount of such undercharge. Tenant shall pay all costs of such audit, unless the results thereof reveal that Tenant was overcharged by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share 's PRO RATA share, in which case Landlord shall reimburse Tenant for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit all costs thereof within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s Landlord's receipt of the audit results. Any such audit, Tenant must give notice to Landlord inspection or audit shall take place at the office of any disputed amounts and identify all items being contested in Landlord’s statement of 's management company where the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such noticebooks concerning the Property, the dispute shall be resolved by an audit by a major accounting firm mutually Building or the Development are regularly kept, during regular business hours, and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 upon no less than five (5) business days, or adjusted in the next installment(s) of Tenant’s Share' prior written notice.

Audit Right. In the event the Controllable Operating Expenses (of any dispute as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for of Maintenance Expenses, Real Property Taxes and/or the preceding cost of any insurance maintained by Landlord hereunder (collectively, “Expenses”), Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) will have the right, by prior written notice (“Audit Notice”) given within one (1) year (“Audit Period”) following receipt of the final statement of such Expenses incurred by Landlord during the immediately previous calendar year from (an “Actual Statement”) and at reasonable times during normal business hours, to audit Landlord, and ’s accounting records with respect to the Expenses relative to the year to which such auditActual Statement relates at the offices of Landlord’s property manager. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection (except as expressly provided below), or (iv) perform any other tasks other than making available such accounting records as aforesaid. Tenant shall deliver must pay Tenant’s Share of Expenses when due pursuant to Landlord the terms of this Lease and may not withhold payment of such Expenses or any other rent pending results of the audit or during a copy dispute regarding Expenses. The audit must be completed within sixty (60) days of the date of Tenant’s Audit Notice and the results of such audit shall be delivered to Landlord within fifteen ninety (1590) days of its receipt by the date of Tenant’s Audit Notice. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant and no such audit shall be conducted if any other tenant of Landlord agrees with the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy results of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within then within thirty (30) days after the results of such audit are made available to Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant’s receipt , Tenant agrees to reimburse Landlord the amount of such undercharge. Tenant agrees to pay the cost of such audit, Tenant must give notice to Landlord provided that if the audit reveals that Landlord’s determination of any disputed amounts and identify all items being contested the Building’s total Expenses as set forth in the relevant Actual Statement was in error in Landlord’s statement favor by more than five percent (5%) of the Tenant Sharetotal amount of such Expenses pursuant to such Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit incurred by Tenant. If To the extent Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and must pay the cost of said joint such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit. Tenant agrees to keep the results of the audit shall be paid confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant and its auditor to execute a commercially reasonable confidentiality agreement provided by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareLandlord.

Audit Right. 5.7.1 Upon reasonable advance notice from Lender, Company shall once every twelve( 12) months make its financial books and records available to Lender and its designated representatives for review and audit so that Lender may verify (i) the amount of payments made by Company to Lender and (ii) the aggregate Revenue. Lender shall provide the full written results of such review and audit to the Company within ten (10) days after the completion of such review and audit. In the event that a review and audit by Lender or its designated representatives results in a determination that the Controllable Operating Expenses (as defined below) increase amounts that were paid to Lender are deficient or underpaid by more less than three ten percent (310%), Company shall pay to Lender the amount unpaid plus interest at the rate of one percent (1%) in any given Lease Year (as measured against per month on the Controllable Operating Expenses for the immediately preceding Lease Year)amount unpaid, or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and but Lender shall bear all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject costs, fees and expenses incurred by Lender as a result of the review and audit. In the event that a review and audit by Lender or its designated representatives results in a determination that the amounts that were paid to Lender are deficient or underpaid by ten percent (10%) or more, Company shall pay to Lender, in addition to the procedure noted below. Controllable Operating Expenses shall include amount unpaid plus interest at the rate of one percent (1%) per month on the amount unpaid, all Operating Expenses other than utilities (e.g.of the costs, electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined incurred by Lender as a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt result of the statement of review and audit. 5.7.2 Notwithstanding the actual amount of Tenant’s Share for foregoing, if the preceding calendar year from Landlord, and Company disputes or disagrees with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy any of the results of such audit the Lender’s review and audit, the Company may deliver to Lender, within fifteen (15) days of its receipt of the written results of ▇▇▇▇▇▇’s review and audit, a written dispute notice of its specific objections to ▇▇▇▇▇▇’s review and audit (a “Dispute Notice”). Upon the delivery by Tenant the Company of a Dispute Notice, the Company and no Lender shall in good faith, and in consultation with their respective accountants, work together to resolve all disputed issues set forth in such audit Dispute Notice. To the extent that the disputed items set forth in the Dispute Notice remain unresolved after twenty (20) business days following the receipt of the Dispute Notice, the Company and Lender shall submit such unresolved items to an accounting firm of national or regional reputation that is mutually agreed upon by the Company and Lender (the “Accountants”). If the issues in dispute are submitted to the Accountants for resolution: (i) the Company and Lender shall each furnish to the Accountants such documents and information relating to the disputed issues as the Accountants may reasonably request and are available to that party and shall be conducted if afforded the opportunity to present to the Accountants any other tenant material relating to the review and audit in question and to discuss such review and audit with the Accountants; (ii) the determination by the Accountants of the Building has conducted an independent actual amounts that should have been paid to Lender during the period subject to review and audit for (the time period Tenant intends “Settled Audit Amount.”), as set forth in a notice delivered to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after both parties by the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within Accountants within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant ShareAccountants’ engagement, shall be binding and conclusive on the parties; and (iii) the Company and the Lender shall bear the fees, fees and expenses of the Accountants for such determination in the same manner they would bear the costs, fees and expenses of the Lender for the review and audit in accordance with Section 5.7.1. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such noticeWithin ten (10) business days following the determination of the Settled Audit Amount, the dispute appropriate payments shall be resolved made by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and Company, if any, in accordance with Section 5.7.1, based solely on the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareSettled Audit Amount.

Audit Right. In the event the Controllable Provided Tenant shall have timely paid all amounts invoiced by Landlord on account of Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses Costs for the immediately preceding Lease applicable Operating Year), or Landlord shall permit Tenant and its accountants, at Tenant’s expense except as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law)hereinafter provided, then Tenant may audit to review, at Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy home office or other location containing such records, any of Landlord’s determination invoices and statements relating to Operating Costs for such Operating Year, provided that such review is commenced within four (4) months of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, Final Statement and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt thereafter undertaken by Tenant and no such audit shall be conducted if its accountants (but not any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being party compensated by Tenant on a contingency fee basisarrangement) with due diligence. Within thirty If Tenant objects to Landlord’s accounting of any Operating Costs and elects to review Landlord’s documentation as provided above, Tenant shall complete its review of Landlord’s invoices and statements within two (302) days after Tenant’s months of the commencement of such review. On or before the date six (6) months following receipt of such auditthe Final Statement, Tenant must give notice shall notify Landlord that Tenant disputes the correctness of such accounting, specifying the particular line items in which the accounting is claimed to Landlord of any disputed amounts and identify all items being contested be incorrect. If such dispute has not been settled by agreement within two (2) months thereafter, either party may submit the dispute to arbitration in Landlord’s statement accordance with the commercial arbitration rules of the Tenant ShareAmerican Arbitration Association. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, The decision of the dispute arbitrators shall be resolved by an audit by a major accounting firm mutually final and reasonably acceptable to binding on Landlord and Tenant and judgment thereon may be entered in any court of competent jurisdiction. If it should be agreed or decided that Operating Costs were overstated by five percent (5%) or more, then Landlord shall promptly reimburse Tenant for the cost reasonable costs incurred by Tenant in reviewing Landlord’s invoices and statements, Tenant’s reasonable arbitration costs plus any excess amount paid by Tenant on account of said joint audit overstated Operating Costs and interest at the Default Rate. If it should be agreed or decided that Operating Costs were not overstated at all, then Tenant shall, as Additional Rent, promptly reimburse Landlord for its costs incurred in the arbitration and in preparing for Tenant’s review of invoices and statements, and if Operating Costs shall have been understated or Tenant shall not have paid the Operating Cost Excess in full, Tenant shall, as Additional Rent, promptly pay any deficiency in the payments thereafter made on account of Operating Cost Excess. If it should be agreed or decided that Operating Costs were overstated by less than five percent (5%), Landlord shall promptly reimburse Tenant any excess amount paid by Tenant on account of overstated Operating Costs, with interest at the Default Rate, and each party shall be paid by responsible for its own costs incurred in connection with such dispute. Tenant shall keep confidential (and shall cause any third party assisting Tenant with any such audit to keep confidential) all information obtained during the non-prevailing partyaudit process including any settlements or arbitration awards made. Any adjustment required Landlord may require Tenant to execute and deliver a separate confidentiality agreement further specifying Tenant’s obligations and Landlord’s remedies for breach, as a result condition to commencement of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareaudit.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably If requested by Tenant within ninety (90) days of the delivery of the annual reconciliation, Landlord shall provide or required by make available the supporting data upon which the actual Operating Expenses were calculated for Tenant’s business partners review. After delivery to Landlord of at least sixty (60) days prior written notice at any time during such ninety (90) day period, Tenant, at its sole cost and expense through any reputable accountant of national standing designated by it, shall have the right to examine and/or applicable law)audit the books and records evidencing such expenses for the previous one (1) calendar year, then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond during Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”business hours but not more frequently than once during any calendar year. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to may not compensate any such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant accountant on a contingency fee basis. Within thirty The results of any such audit (30and any negotiations between the parties related thereto) days after shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents or Tenant’s receipt employees, accountants, real estate advisors, financial advisors and attorneys and as may be required by law or in any litigation or dispute arising out of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in . If the audit accurately indicates that Landlord’s statement determination of Operating Expenses are overstated or understated, the overstatement or understatement, as the case may be, shall be reconciled in the same manner as provided in Section 9.2 above, and if the audit accurately indicates that Landlord’s determination of Operating Expenses overstated the actual Operating Expenses by at least five percent (5%), then provided that no monetary Event of Default has occurred, Landlord shall give Tenant a credit against future rental amounts for an amount equal to the reasonable and actual cost of the audit incurred by Tenant Share(in no event shall such credit exceed $5,000.00). If Landlord and Tenant cannot agree upon each shall use its commercially reasonable efforts to cooperate in such negotiations and to promptly resolve any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to discrepancies between Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) accounting of Tenant’s Sharesuch expenses.

Audit Right. In Provided there is no Event of Default nor any event which, with the event passage of time and/or the Controllable Operating Expenses giving of notice would constitute an Event of Default, Tenant may, upon at least thirty (as defined below30) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable days’ prior written notice, inspect or audit Landlord’s records relating solely to Operating Expenses for the immediately preceding fiscal year covered by the Statement in question. However, no audit or inspection shall extend to periods of time before the Lease Year), or as otherwise reasonably requested by Commencement Date. If Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining fails to object to the calculation of Operating Expenses in order on any Statement within sixty (60) days after such Statement has been delivered to verify the accuracy of Landlord’s determination of the Tenant’s Share subject Tenant and/or fails to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities complete any such audit or inspection within ninety (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12090) days after receipt of the statement of applicable Statement, then Tenant shall be deemed to have waived its right to object to the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records calculation of Operating Expenses for the Expense Year in question and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) the calculation thereof as set forth on such Statement shall be final. Landlord’s records shall be made available electronically or, at Landlord’s election, at Landlord’s offices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall deliver pay the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any Expense Year. If such inspection or audit reveals that Tenant was overcharged and Landlord does not reasonably object to such inspection or audit results, then, provided no Event of Default has occurred nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, and provided, further, that Tenant has delivered to Landlord a copy of the final inspection or audit report reflecting such error, Tenant may credit the difference against the next installment of additional rent on account of Operating Expenses due hereunder, except that if such difference is determined after the end of the Lease Term, Landlord shall refund such difference to Tenant within thirty (30) days after such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals that Tenant was overcharged by more than five percent (5%), and Landlord does not reasonably object to such inspection or audit results, then Landlord shall reimburse Tenant for up to $7,500 of the cost of the audit. If such inspection or audit reveals an underpayment by Tenant, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within thirty (30) days after receipt of an invoice therefor. Tenant shall maintain the results of any such audit or inspection confidential and shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit within fifteen or inspection, and (15C) days which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the results of its receipt by Tenant and no such audit or inspection confidential. Tenant hereby acknowledges and agrees that Tenant’s sole right to contest the Statement shall be conducted if as expressly set forth in this Section 4.4.2. Tenant hereby waives any and all other tenant of rights provided pursuant to any Applicable Laws to examine Landlord’s books and records and/or to contest the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) Statement. No subtenant or licensee shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareexamination.

Audit Right. In the event the Controllable Operating Expenses Within sixty (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12060) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord's employees or an independent certified public accountant, and with respect to such auditdesignated by Tenant, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only may, after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver reasonable notice to Landlord a copy of the results of such audit within fifteen (15“Review Notice”) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default (after the expiration of any all applicable grace and/or cure period) periods and provided further that Tenant and such accountant or representative shall, and each of any of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the terms of this Lease; (v) No subtenant foregoing, Tenant shall only have any the right to conduct an audit and no assignee shall conduct an audit for review Landlord's records one (1) time during any period during which twelve (12) month period. If after such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentinspection, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord's standard accounting practices, at Tenant’s receipt 's expense, by an independent certified public accountant selected by Landlord. Tenant's failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant's approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant, as set forth in Landlord’s statement the Statement were overstated by more than ten percent (10%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord, provided that in no event shall Landlord be responsible for costs hereunder in excess of the non-prevailing partyamount of such overstatement. Any adjustment required Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; certified public accountant (iv) No audit shall be conducted at any time that Tenant which accountant is in default (after good standing with the expiration Arizona State Board of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit Accountancy and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s receipt expense, by an independent certified public accountant selected by Landlord and who is in good standing with the Arizona State Board of Accountancy. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in Landlord’s statement the Statement were overstated by more than ten percent (10%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlordemployees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm) designated by Tenant, and with respect to such auditmay, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver notice to Landlord a copy and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of the results of such audit within fifteen (15Direct Expenses and/or Utilities Costs) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time Landlord’s offices, provided that Tenant is not then in default (after the expiration of any all applicable grace and/or cure period) periods and provided further that Tenant and such accountant or representative shall, and each of any of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the terms of this Lease; (v) No subtenant foregoing, Tenant shall only have any the right to conduct an audit and no assignee shall conduct an audit for review Landlord’s records one (1) time during any period during which such assignee was not twelve (12) month period. Tenant’s failure to dispute the amounts set forth in possession of any Statement within the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit Review Period shall be conducted by an independentdeemed to be Tenant’s approval of such Statement and Tenant, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisthereafter, waives the right or ability to dispute the amounts set forth in such Statement. Within If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s receipt of such auditexpense, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit independent certified public accountant selected by a major accounting firm mutually Landlord, and reasonably acceptable to Landlord Tenant, who is a member of a nationally or regionally recognized accounting firm. However, if such certification by the accountant proves that the total amount of Direct Expenses and/or Utilities Costs, as applicable, set forth in the Statement were overstated by more than five percent (5%), then the actual, documented and Tenant and the reasonable cost of said joint audit the review, the accountant and such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment In no event shall Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts (but Landlord will permit Tenant to make photocopies at Tenant’s own expense), (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection (except as a result provided above), or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not be liable for the payment of any audit shall be paid within 30 days, contingency fee payments to any auditor or adjusted in the next installment(s) consultant of Tenant’s Share.

Audit Right. In During the event term of this Agreement and for a period of two (2) years thereafter, Fortress shall have the Controllable Operating Expenses (as defined below) increase by right, upon prior written notice to Payor, not more than three percent (3%) once in any given Lease Year (as measured against Fiscal Year, to audit the Controllable Operating Expenses books and records of Payor, for the immediately preceding Lease Yearpurpose of confirming Payor’s compliance with the provisions of this Agreement, through an independent certified public accounting firm of nationally recognized standing selected by Fortress and acceptable to Parent (the “Accountant”). The Accountant shall execute a confidentiality agreement, or as otherwise in a form reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law)acceptable to Parent, then Tenant may audit Landlord’s records with respect to all information provided by, and all information pertaining Confidential Information of, Payor. Payor shall grant the Accountant access during normal business hours to Operating Expenses in order to verify the books and records of Payor concerning the Product as may be reasonably necessary for the sole purpose of verifying the accuracy of Landlord’s determination the reports required to be furnished by Payor pursuant to Sections 5.2(b); provided, however, that verification shall not include records for more than the preceding three (3) years. The records and results of the Tenantauditors shall be deemed Confidential Information of Payor and Fortress. A copy of the Accountant’s Share subject report (and any drafts thereof that are delivered to Fortress) shall be delivered to Parent simultaneously with its delivery to Fortress. Subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g.immediately following paragraphs, electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice if the Accountant’s report correctly shows, in the aggregate, an underpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall remit to Landlord of its election to undertake said audit Fortress within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after TenantParent’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement report: (x) the amount of the Tenant Share. If Landlord underpayment; (y) interest on the underpayment that shall be calculated pursuant to Section 5.2(d); and Tenant cannot agree upon any such item as to which Tenant shall have given such notice(z) if the underpayment exceeds the greater of five percent (5%) of the total Royalty Payment owed for the Fiscal Year then being reviewed and Fifty Thousand U.S. dollars ($50,000), the dispute reasonable fees and expenses of the Accountant performing the audit; and (ii) if the Accountant’s report correctly shows, in the aggregate, an overpayment of Royalty Payments by Payor that exceeds Ten Thousand U.S. dollars ($10,000), Payor shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable entitled to Landlord and Tenant and deduct the cost amount of said joint audit such overpayment from any subsequent Royalty Payment(s), together with interest on the overpayment that shall be paid calculated pursuant to Section 5.2(d). Subject to clause (ii) of the preceding sentence, Fortress’s accountant fees and expenses will be borne by Fortress. Notwithstanding anything in this Agreement to the non-prevailing party. Any adjustment required as a result of any audit contrary, Payor shall be paid within 30 dayskeep, or adjusted cause to be kept, records of the sales of the Products under this Agreement for a period of three (3) years after the expiration of each Fiscal Year. Upon request by Fortress, Payor shall supply Fortress with those records, which may be submitted to an applicable Tax authority, and shall give Fortress any commercially reasonable assistance in the next installment(s) of Tenant’s Sharerelation thereto.

Audit Right. In Upon the event written request of either Seller, collectively not more than once each calendar year (unless (x) an audit has been requested under the Controllable Operating Expenses Market Development Agreement, in which case the audit right set forth in this Section 1.4(h) shall not be exercisable in the same calendar year, or (y) an underpayment is discovered, in which case not more than quarterly for the next twelve (12) months from date of underpayment), Waldencast shall, and shall cause its Subsidiaries to, permit an Independent Accounting Firm to have access during normal business hours to such of the records of Waldencast and its Subsidiaries as defined belowmay be reasonably necessary to verify the accuracy of a Milestone Report for any reporting period not more than thirty six (36) increase months prior to the date of such request; provided, however, Sellers may not audit any Milestone Report previously audited pursuant to this Section 1.4(h). The Independent Accounting Firm shall disclose to the Parties only whether or not such Milestone Report is correct and the amount and reason for any discrepancies. The fees charged by more the Independent Accounting Firm shall be paid by the requesting Seller; provided, however, if the audit discloses a greater than three percent (3%) discrepancy in the Cash Payments payable by Buyer for any given Lease Year (as measured against reporting period covered by an audited Milestone Report above the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law)Cash Payments actually paid pursuant to such audited Milestone Report, then Tenant may audit Landlord’s records Buyer shall pay the fees and all information pertaining to Operating Expenses in order to verify expenses charged by the accuracy Independent Accounting Firm within thirty (30) days of Landlord’s determination receipt of invoice. If the Independent Accounting Firm concludes that additional Cash Payments were owed for any such reporting period, Buyer shall pay the additional Cash Payments within thirty (30) calendar days of the Tenantdate the requesting Seller delivers to Buyer the Independent Accounting Firm’s Share subject written report along with a corresponding invoice. The foregoing provisions shall apply equally to reimbursement by Sellers to Buyer of any overpayment of Cash Payments by Buyer. If an audit is requested under the Market Development Agreement, the parties to the procedure noted below. Controllable Operating Expenses Market Development Agreement shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under promptly disclose to Holdco Seller any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt disclosure of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and auditor provided to such parties with respect to such audit, Tenant may audit the two preceding calendar years; . (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Share.i)

Audit Right. In After giving Landlord at least sixty (60) days' prior written notice thereof, Tenant may inspect or audit Landlord's records relating to Building Operating Costs for any periods of time within the event previous fiscal year before the Controllable audit or inspection. However, no audit or inspection shall extend to periods of time before the Term Commencement Date. If Tenant fails to object to the calculation of Tenant's Percentage Share of Building Operating Expenses Costs on the Year-End Statement within sixty (as defined below60) increase days after such statement has been delivered to Tenant, then Tenant shall be deemed to have waived its right to object to the calculation of Tenant's Percentage Share of Building Operating Costs for the year in question and the calculation of Tenant's Percentage Share of Building Operating Costs set forth on such statement shall be final. Tenant's audit or inspection shall be conducted only at Landlord's offices or the offices of Landlord's property manager during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than three once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant's Percentage Share of Building Operating Costs previously charged to Tenant, then, provided there is not an Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default, Landlord shall refund to Tenant any overpayment of any such costs, or Tenant shall pay to Landlord any underpayment of any such costs, as the case may be, within ten (10) days after notification thereof. If Tenant's inspection or audit reveals an overcharge of more than five percent (35%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Landlord shall reimburse Tenant may audit Landlord’s records for up to Five Thousand and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination No/100 Dollars ($5,000.00) of the Tenant’s Share subject reasonable cost of such audit or inspection within thirty (30) days of receipt of a reasonably detailed invoice therefor. Tenant shall maintain the results of any such audit or inspection confidential and shall not be permitted to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses use any third party to perform such audit or inspection, other than utilities an independent firm of certified public accountants (e.g.A) reasonably acceptable to Landlord, electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental (B) which is not compensated on a contingency fee basis or quasi-governmentally imposed fees, and in any other expenses manner which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of is dependent upon the results of such audit within fifteen or inspection, and (15C) days which agrees with Landlord in writing to maintain the results of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareinspection confidential.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord, and with respect ’s records (pertaining to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records Landlord’s calculation of Operating Expenses, Utility Expenses and only after Tenant gives Landlord fourteen (14Tax Expenses) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time Landlord’s offices, provided that Tenant is not then in default (after the expiration of any all applicable grace and/or cure period) periods and provided further that Tenant and such accountant or representative shall, and each of any of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the terms of this Lease; (v) No subtenant foregoing, Tenant shall only have any the right to conduct an audit and no assignee shall conduct an audit for review Landlord’s records one (1) time during any period during which such assignee was not twelve (12) month period. Tenant’s failure to dispute the amounts set forth in possession of any Statement within the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit Review Period shall be conducted by an independentdeemed to be Tenant’s approval of such Statement and Tenant, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisthereafter, waives the right or ability to dispute the amounts set forth in such Statement. Within If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Utility Expenses and Tax Expenses set forth in the Statement were overstated by more than five percent (5%), then the actual, documented and reasonable cost of the accountant and such certification shall be paid for by Landlord. Promptly following the parties receipt of such auditcertification, Tenant must give notice the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not liable for the payment of any disputed amounts contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be the sole method to be used by Tenant to dispute the amount of Operating Expenses, Utility Expenses and identify all items being contested in Landlord’s statement of the Tax Expenses payable by Tenant Share. If Landlord under this Lease, and Tenant cannot agree upon waives any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, other rights or adjusted in the next installment(s) of Tenant’s Shareremedies relating thereto.

Audit Right. In (a) Upon not less than five (5) days' prior written notice, Lender shall have the event right to audit the Controllable Operating Expenses books and records of the Obligors (as defined belowincluding those obtained from third parties) increase relating to sales or other transactions included in the definition of Intellectual Property Income for the purposes of determining the correctness of the Obligors' computation and payment of the Royalty. Such audit shall be conducted during normal business hours by a national public accounting firm selected by Lender and reasonably acceptable to the Obligors. The cost and expense of one such audit each calendar year shall be paid by the Obligors. Lender may conduct more frequent audits, but any additional audits shall be at Lender's cost and expense. The Obligors shall provide Lender and such accounting firm with access to all pertinent books and records and shall reasonably cooperate with such accounting firm's efforts to conduct such audit. If such audit determines that there has been an underpayment of the aggregate Royalty due for the period being audited of more than three percent $2,500 (3%an "Underpayment"), Lender shall notify the Obligors of the amount of such Underpayment (the "Underpayment Notice") in any given Lease Year (as measured against and make the Controllable Operating Expenses audit papers for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject relevant period available to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses:Obligors. (ib) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty Within five (1205) days Business Days after receipt of the statement Underpayment Notice, the Obligors may either inform Lender in writing that the Obligors agree with the calculation of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect Underpayment or object to such auditcalculation in writing, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy setting forth each of the results of Obligors' objections (the "Obligor Objections"). Any items included in the Underpayment Notice which are not disputed by the Obligors in the Obligor Objections shall be deemed agreed to by the Obligors. If the Obligors deliver the Obligor Objections and the parties do not resolve all such audit Obligor Objections on a mutually agreeable basis within fifteen (15) days Business Days after Lender's receipt of its receipt the Obligor Objections, any Obligor Objections as to which Lender and the Obligors cannot agree upon may be submitted by Tenant either Lender or the Obligors to a mutually acceptable national public accounting firm (the "Designated Accounting Firm") for resolution as provided herein. If the Obligors and no such audit Lender are unable to agree on a mutually acceptable Designated Accounting Firm, then the Designated Accounting Firm shall be conducted if an independent accounting firm of nationally recognized reputation which shall be selected by lot after the Obligors and Lender have each proposed two (2) firms and excluded one (1) firm proposed by the other. Subject to the limitations set forth below, the Designated Accounting Firm shall have the power, authority and duty to resolve any other tenant outstanding Obligor Objections and the decision of the Building has conducted an independent audit Designated Accounting Firm shall be final and binding upon the parties. Upon the agreement of the parties or the decision of the Designated Accounting Firm, the calculation of the Underpayment, as adjusted based on the parties' agreement or the decision of the Designated Accounting Firm, as applicable, shall be final and conclusive. If the Obligors fail to deliver any Obligor Objections to Lender within the first five (5) Business Day period referred to above, the Underpayment Notice delivered by Lender and the calculations set forth therein shall be final and binding on the parties. In resolving any disputed item, the Designated Accounting Firm (i) shall be bound by the provisions of this Section 2.5(b), (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the time period Tenant intends lowest value for such item claimed by either Lender or the Obligors, (iii) shall restrict its decision to audit and Landlord furnishes to Tenant a copy of such audit; items included in the Obligor Objections which are then in dispute, (iv) No audit shall be conducted at may review only the written presentations of Lender and the Obligors in resolving any time that Tenant matter which is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; dispute and (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not render its decision in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within writing within thirty (30) calendar days after Tenant’s receipt the disputed items have been submitted to it. Upon the resolution of such auditall Obligor Objections, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement the calculation of the Tenant ShareUnderpayment shall be revised to reflect the resolution. If Landlord and Tenant cannot agree upon the Obligors make any such item as to which Tenant shall have given such noticeObligor Objections, the dispute shall be resolved by an audit by a major accounting firm mutually fees, costs and reasonably acceptable to Landlord and Tenant and expenses of the cost of said joint audit Designated Accounting Firm shall be paid (i) by the non-prevailing partyObligors if the Obligor Objections are resolved in favor of Lender, or (ii) by Lender if the Obligor Objections are resolved in favor of the Obligors. Any adjustment required as a result If the Obligor Objections are resolved part in favor of any audit the Obligors and part in favor of Lender, such fees, costs and expenses shall be paid shared by Lender and the Obligors in proportion to the aggregate amount of the Obligor Objections resolved in favor of the Obligors compared to the aggregate amount of the Obligor Objections resolved in favor of Lender. (c) If there is an Underpayment as finally determined in accordance with this Section 2.5, the Obligors shall pay an amount to Lender equal to such Underpayment and shall reimburse Lender for the reasonable out-of-pocket costs (including accountants' fees) incurred by Lender in connection with the audit contemplated in Section 2.5(a) above, in each case, within 30 days, or adjusted five (5) Business Days following the final determination of the Underpayment in the next installment(s) of Tenant’s Shareaccordance with this Section 2.5.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty eighty (120180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices located in the continental United States, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence except as required by law or as necessary to enforce Tenant’s rights under this Lease. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, then Tenant shall provide Landlord with the results of Tenant’s audit and if Landlord and Tenant cannot resolve the dispute within thirty (30) days after TenantLandlord’s receipt of Tenant’s audit results, then a certification as to the proper amount shall be made in accordance with sound commercial real estate accounting practices, at Tenant’s cost (but subject to the further provisions of this Section 3(e), by an independent certified public accountant agreed upon by the parties and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within sixty (60) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement, except to the extent that any such Statement that contains a knowingly false material misrepresentations shall not be binding and conclusive on Tenant. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if it is ultimately determined that the Direct Costs set forth in the Statement were overstated by five percent (35) or more, then Landlord of any disputed amounts and identify shall reimburse Tenant for all items being contested the third party out-of-pocket verifiable costs reasonably incurred by Tenant in Landlord’s statement connection with its audit of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such noticeDirect Costs and, if applicable, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant cost of the accountant and the cost of said joint audit such certification shall be paid for by Landlord. Such amounts shall be paid by Landlord within thirty (30) days after such certification. Promptly following the non-prevailing partyparties’ agreement of the actual amount of Direct Costs and Tenant’s Proportionate Share thereof or upon the conclusion of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such determination or certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In Tenant shall be entitled to the event the Controllable Operating Expenses (as defined below) increase following audit right with respect to an Expense Statement delivered by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested Landlord. Such audit right shall be exercisable by Tenant (or required by providing Landlord with written notice of Tenant’s business partners and/or applicable law)exercise of such audit right within ninety (90) days of Tenant’s receipt of such Expense Statement, then time being of the essence. Tenant’s notice shall contain a statement of Tenant’s reasonable objections to such Expense Statement. If, within forty-five (45) days after Landlord’s receipt of Tenant’s written notice, Landlord and Tenant may are unable to resolve Tenant’s objections, then, not later than fifteen (15) days after the expiration of such forty-five (45)-day period, Tenant shall deliver to Landlord written notice (the “Audit Notice”) that it wishes to employ on an hourly rate (and not a contingency fee) basis an independent certified public accounting firm approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) to inspect and audit Landlord’s books and records and all information pertaining at the Building relating to Operating Expenses the objections raised in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted belownotice. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by Tenant and such audit within accounting firm, and provide Landlord not less than fifteen (15) days’ notice of the date on which the accounting firm desires to examine Landlord’s books and records at the Building during regular business hours; provided, however, that such date shall be between thirty (30) and ninety (90) days after Tenant delivers to Landlord the Audit Notice. Such audit shall be limited to a determination of its receipt by Tenant whether Landlord calculated the Expense Statement in accordance with the terms and no conditions of this Lease. All costs and expenses of any such audit shall be conducted if paid by Tenant, except as otherwise expressly set forth in this Section 4(d). Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit pursuant to this Section 4(d) in strict accordance with the foregoing procedures and each such audit shall relate only to the calendar year covered by the Expense Statement. As a condition precedent to exercising its audit rights, Tenant shall pay to Landlord all monies which Landlord claims are owing by Tenant, as shown on the Expense Statement. If, upon a final resolution of any other tenant dispute between Landlord and Tenant regarding an Expense Statement (it being understood that the results of Tenant’s audit shall not be dispositive or binding on Landlord), it is determined that an error was made in the audited Expense Statement and as a result of such error (1) the amount of Operating Expenses that Tenant paid to Landlord for the calendar year under audit was in excess of the Building has conducted an independent audit amount to which Landlord was entitled pursuant to the terms hereof, then Landlord shall pay the amount of such excess within thirty (30) days of such final resolution, (2) the amount of Operating Expenses for the time period calendar year under audit was overstated by more than five percent (5%), Landlord shall promptly reimburse Tenant intends to for the actual and reasonable out-of-pocket costs and expenses incurred by Tenant in connection with the audit and Landlord furnishes to Tenant a copy of such audit; Expense Statement, but in no event more than Three Thousand Dollars (iv$3,000.00) No audit shall be conducted at and (3) Tenant owes Landlord any time that Tenant is in default (after the expiration amount of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by unpaid Operating Expenses, Tenant shall not postpone or alter the liability and obligation of Tenant pay same to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within Landlord within thirty (30) days after such final resolution. Tenant shall provide Landlord with a copy of all audits conducted pursuant to the terms of this Section 4(d) within five (5) days after Tenant receives any such audit from Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareaccountant.

Audit Right. In the event Tenant disputes the Controllable Operating amount of Excess as set forth in the Statement for a particular Expense Year, Tenant shall have the right, at Tenant’s sole cost and not more frequently than once every calendar year, after fourteen (14) days prior written notice to Landlord, to inspect, at Landlord’s office during normal business hours, Landlord’s books, records and supporting documents concerning the Direct Expenses (as defined below) increase by more than three percent (3%) set forth in such Statement; provided, however, Tenant shall have no right to conduct such inspection or object to or otherwise dispute the amount of the Excess set forth in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)such Statement, or as otherwise reasonably requested by unless Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to notifies Landlord of its election to undertake said audit such objection and dispute and completes such inspection within one one-hundred and twenty (120) days after receipt immediately following Landlord’s delivery of the statement of particular Statement in question (the actual amount of “Review Period”); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days exercise of its receipt by Tenant and no such right of objection, dispute, inspection and/or audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is as set forth in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Section 4.4.2, Tenant shall not postpone or alter be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the liability and obligation of Tenant to pay any full amounts due under as required by the terms provisions of this Lease; and (vii) Such audit Article 4 in accordance with such Statement. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Direct Expenses set forth in the Statement, Tenant shall be conducted by have the right, within the Review Period, to cause an independent, reputable accounting firm independent certified public accountant which is not being compensated by Tenant paid on a contingency fee basis. Within thirty basis and which is mutually approved by Landlord and Tenant (30the “Accountant”) days after Tenantto complete an audit of Landlord’s receipt books and records pertaining to Direct Expenses to determine the proper amount of the Direct Expenses incurred and amounts payable by Tenant for the Expense Year which is the subject of such audit, Tenant must give notice to Statement. Such audit by the Accountant shall be final and binding upon Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant ShareTenant. If Landlord and Tenant cannot mutually agree upon any such item as to the identity of the Accountant within fourteen (14) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the “Big 4” accounting firms, which is not paid on a contingency basis and which is selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within ninety (90) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant the amount of such over-charge or provide Tenant with a credit equal to such under-charge towards Rent next coming due and payable. If the audit reveals that the Tenant was under-charged, then within ninety (90) days after the results of such audit are made available to Tenant, Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable reimburse to Landlord and the amount of such under-charge. Tenant and agrees to pay the cost of said joint such audit unless it is subsequently determined that Landlord’s original Statement which was the subject of such audit was in error to Tenant’s disadvantage by ten percent (10%) or more of the Direct Expenses which was the subject of such audit. The failure of Tenant to object to any Statement, conduct and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be paid conclusively deemed Tenant’s approval of the Statement in question and the amount of Excess shown thereon. In connection with any inspection and/or audit conducted by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 daysTenant pursuant to this Section 4.4.2, or adjusted in the next installment(s) Tenant agrees to keep, and to cause all of Tenant’s Shareemployees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

Audit Right. In Tenant shall have the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners one time annual right to review and/or applicable law), then Tenant may audit Landlord’s books and records and all information pertaining to regarding Operating Expenses in order to verify the accuracy of Costs at Landlord’s determination offices during normal business hours on ten (l0) business days’ prior notice given within three months after Tenant’s receipt of the Annual Statement (the “Review Period”). Any audit shall be conducted by a regionally recognized auditor reasonably approved by Landlord (“Tenant’s Share subject Auditor”) which, along with Tenant, agrees to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g.be bound by a confidentiality agreement in form proposed by Landlord, electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed feeson a noncontingent fee basis, and any other expenses which are set or determined by a governmental entity or other third party must be completed and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”submitted to Landlord within sixty (60) days after Tenant begins the audit. Tenant must comply with shall have no right to contest, review or audit such statement if it fails to give such written notice during the following in order Review Period. Landlord may elect to audit Landlordcontest the conclusion of Tenant’s records and information pertaining Auditor by giving a written contest notice (the “Contest Notice”) to Operating Expenses: Tenant within sixty (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12060) days after receipt of the statement audit, such Contest Notice containing the name of the actual amount a firm of certified public accountants appointed by Landlord (“Landlord’s CPA”). Landlord’s CPA and Tenant’s Share for Auditor shall meet and confer within 30 days after the preceding calendar year from Contest Notice is given in an attempt to agree on any disputed items. If Landlord’s CPA and Tenant’s Auditor are unable to agree on all disputed items within 45 days after the Contest Notice, then each of Landlord’s CPA and Tenant’s Auditor shall propose and deliver to each other in writing an amount to be paid by Tenant to Landlord or Landlord to Tenant relating to the Operating Costs being audited. Tenant’s Auditor and Landlord’s CPA shall agree on a third CPA experienced in real estate accounting unaffiliated with Landlord, Tenant and with respect to such audittheir respective CPA’s and/or auditors and who has not worked for Landlord, Tenant may audit or their respective CPA’s in the two preceding calendar last ten (10) years; . Such third CPA (iithe “Deciding CPA”) Such audit will be conducted only during regular business hours shall meet for one day or less with Landlord’s CPA and Tenant’s Auditor within 15 days after the appointment of such Deciding CPA, and at the office where end of such meeting the Deciding CPA shall choose in writing either Tenant’s Auditor’s proposal or Landlord’s CPA’s proposal, and such decision shall be final, binding and nonappealable. Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) shall pay for Landlord’s CPA, Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit pay for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant Auditor and the cost of said joint audit the Deciding CPA shall be paid divided equally among the parties. No books and records may be removed from Landlord’s office. Notwithstanding the foregoing, if it is determined that Operating Costs reflected in Landlord’s Statement have been overstated by five percent (5%) or more, than Landlord shall pay for the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) reasonable cost of Tenant’s ShareAuditor and the Deciding CPA.

Audit Right. In Provided there is no Event of Default nor any event which, with the event passage of time and/or the Controllable Operating Expenses giving of notice would constitute an Event of Default, Tenant may, upon at least sixty (as defined below60) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)days’ prior written notice, inspect or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining relating to Operating Expenses in order Costs for any periods of time within the previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to verify periods of time before the accuracy Rent Commencement Date. If Tenant fails to object to the calculation of Landlord’s determination of the Tenant▇▇▇▇▇▇’s Share subject of Operating Costs on the Year-End Statement within sixty (60) days after such statement has been delivered to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities Tenant and/or fails to complete any such audit or inspection within ninety (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12090) days after receipt of the statement of Year End Statement, then Tenant shall be deemed to have waived its right to object to the actual amount calculation of Tenant’s Share of Operating Costs for the preceding calendar year from in question and the calculation thereof as set forth on such statement shall be final. Tenant’s audit or inspection shall be conducted only at Landlord’s offices or the offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Tenant’s Share of Operating Costs previously charged to Tenant, and then, provided there is no Event of Default nor an event which, with respect to such auditthe passage of time and/or the giving of notice would constitute an Event of Default, Tenant may audit credit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at difference against the office where Landlord maintains records next installment of additional rent on account of Operating Expenses and only Costs due hereunder, except that if such difference is determined after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy the end of the results of Term, Landlord shall refund such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes difference to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after Tenant’s such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals an underpayment by ▇▇▇▇▇▇, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within thirty (30) days after receipt of such audit, an invoice therefor. Tenant must give notice to Landlord shall maintain the results of any disputed amounts such audit or inspection confidential and identify all items being contested in Landlord’s statement shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an certified public accountants or a commercial real estate audit by a major accounting firm mutually and with at least ten (10) years of experience (A) reasonably acceptable to Landlord Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and Tenant and (C) which executes Landlord’s standard confidentiality agreement whereby it shall agree to maintain the cost results of said joint such audit or inspection confidential. The provisions of this Section 5.2(g) shall be paid by survive the non-prevailing party. Any adjustment required as a result expiration or earlier termination of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharethis Lease.

Audit Right. In Within ninety (90) days of receipt of an Expense Statement, Tenant shall be entitled to the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested following audit right. Such audit right shall be exercisable by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by providing Landlord with a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give written notice to Landlord of its election exercise of such audit right and a statement enumerating the reasons for Tenant's objections to undertake said audit such Expense Statement. If, within one hundred twenty ninety (12090) days after Landlord's receipt of Tenant's written notice and statement, Landlord and Tenant are unable to resolve Tenant's objections, then, not later than fifteen (15) business days after the statement expiration of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such auditninety (90)-day period, Tenant may shall notify Landlord that it wishes to employ an independent accounting firm reasonably acceptable to Landlord to inspect and audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses Landlord's books and only after records. If Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) elects to employ such accountant as set forth above, then Tenant shall deliver to Landlord a copy of the results of confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by such audit within fifteen (15) days of its receipt by Tenant accountant, and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and provide Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within less than thirty (30) days notice of the date on which the accountant desires to examine Landlord's books and records during regular business hours; provided, however, that such date shall be between thirty (30) and ninety (90) days after Tenant’s receipt of such audit, Tenant must give notice delivers to Landlord such notice. The firm engaged by Tenant to conduct such audit cannot be compensated on a "contingency" or "success fee" basis. Such audit shall be limited to a determination of whether Landlord calculated the Expense Statement in accordance with the terms and conditions of this Lease_ All costs and expenses of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing partyTenant, except as otherwise expressly set forth below. Any adjustment required audit performed pursuant to the terms of this section shall be conducted only by an independent certified public accounting firm reasonably acceptable to Landlord. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its right to audit pursuant to this Section 2(D) only in strict accordance with the foregoing procedures and each such audit shall relate only to the most recent calendar year covered by the audited Expense Statement. Notwithstanding anything contained in this Section 2(D) to the contrary, if, upon a final resolution of any dispute between Landlord and Tenant regarding an Expense Statement (it being understood that the results of Tenant's audit shall not be dispositive or binding on Landlord), it is determined that a demonstrated error was made in the audited Expense Statement for such Adjustment Year and as a result of any such error the amount of Expenses for such Adjustment Year where overstated by more than five percent (5%), Landlord shall reimburse Tenant for Tenant's reasonable out-of-pocket costs and expenses incurred in connection with the audit shall be paid within 30 daysof such Expense Statement, or adjusted but in the next installment(s) of Tenant’s Shareno event more than Seven Thousand Five Hundred Dollars ($7,500.00).

Audit Right. In So long as Tenant is not in default under this Lease beyond any applicable notice and cure periods, Tenant shall have the event right to have a certified public accounting firm, acting as Tenant’s agent, and with demonstrated experience in review of leasehold operating expenses (provided that any such 3rd party auditor shall provide such service on a non-contingency basis), examine, copy and audit Landlord’s books and records establishing the Controllable Operating Expenses Costs for any year for a period of 180 days following the date that Tenant receives the Operating Cost Report for such year from Landlord. Tenant shall give Landlord not less than 15 days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at the Building. All costs of the accounting firm’s examination and audit shall be borne by Tenant; provided however, for any Fiscal Year after the earlier of (as defined belowi) increase 2016 or (ii) the year occurring after the initial stabilization of the Building (meaning that the Building is at least 95% occupied), if the audit shows that the costs stated in the Operating Cost Report being audited was overstated by more than three percent (3%) in any given Lease Year (as measured against , then Landlord shall pay the Controllable Operating Expenses reasonable cost of such audit. If, pursuant to the audit, the payments made for the immediately preceding Lease Year), or as otherwise reasonably requested such year by Tenant exceed Tenant’s required payment on account thereof for such year, Landlord shall credit the amount of overpayment against Rent next coming due starting within 30 days after conclusion of the examination and audit (or required refund such overpayment within 30 days after conclusion of the examination and audit if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such year are less than Tenant’s business partners and/or applicable law)required payment as established by the examination and audit, then Tenant may shall pay the deficiency to Landlord within 30 days after conclusion of the examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of the Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under for any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit year within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of provided for by this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentparagraph, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given no further right to challenge Landlord’s Operating Cost Report for such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharecalendar year.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the statement amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of the actual amount of a nationally or regionally recognized accounting firm and is not paid on a contingency basis), designated by Tenant’s Share for the preceding calendar year from , may, after reasonable notice to Landlord and at reasonable times, inspect Landlord, and with respect 's records (pertaining to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records Landlord's calculation of Operating Expenses, Insurance Expenses, Utility Expenses and only after Tenant gives Landlord fourteen (14Tax Expenses) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time Landlord's offices, provided that Tenant is not then in default (after the expiration of any all applicable grace and/or cure period) periods and provided further that Tenant and such accountant or representative shall, and each of any of them shall cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the terms of this Lease; (v) No subtenant foregoing, Tenant shall only have any the right to conduct an audit and no assignee shall conduct an audit for review Landlord's records one (1) time during any period during which such assignee was not twelve (12) month period. Tenant's failure to dispute the amounts set forth in possession of any Statement within the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit Review Period shall be conducted by an independentdeemed to be Tenant's approval of such Statement and Tenant, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisthereafter, waives the right or ability to dispute the amounts set forth in such Statement. Within If after such inspection, but within thirty (30) days after Tenant’s receipt of such auditthe Review Period, Tenant must give notice notifies Landlord in writing that Tenant still disputes such amounts, a certification as to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If proper amount shall be made, at Tenant's expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant cannot agree upon any such item as to which Tenant and who is a member of a nationally or regionally recognized accounting firm. Landlord shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth in the Statement were overstated by more than five percent (5%), then the actual, documented cost of said joint the accountant, as well as Tenant's reasonable out of pocket cost incurred for its audit shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment In no event shall Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as a result are described in this paragraph. Landlord shall not be liable for the payment of any audit contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be paid within 30 daysthe sole method to be used by Tenant to dispute the amount of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses payable by Tenant under this Lease, and Tenant waives any other rights or adjusted in the next installment(s) of Tenant’s Shareremedies relating thereto.

Audit Right. In (i) Provided that no Event of Default has occurred, Tenant shall have the event right (“Audit Right”) once every calendar year during the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination Term of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order Lease to audit Landlord’s records and information pertaining books used by Landlord in determining the amount of Direct Expenses Tenant is obligated to Operating Expenses: (i) Tenant must give notice pay to Landlord for the sole purpose of verifying the accuracy of same (the “Audit”). Any Audit shall cover only one (l) calendar year during the Term of the Lease. Tenant shall provide Landlord at least thirty (30) days prior written notice requesting the Audit, provided, however, that Tenant’s right, if any, to exercise its election to undertake said audit within one hundred twenty Audit Right for any subject year shall expire sixty (12060) days after receipt the delivery to Tenant of the statement of the actual amount of Tenant’s Share Operating Expense Statement for the preceding calendar year from Landlordwhich Tenant desires to audit and, and with respect unless such right is exercised prior to such audittime, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only shall have waived its right to request such an Audit. Landlord shall make said books and records relevant to such Audit available to Tenant during regular Landlord’s customary business hours at the office where of the property manager of the Project or at such other location designated by Landlord maintains records in writing. (ii) If the Audit discloses that the amount of Operating Direct Expenses paid by Tenant to Landlord exceeds the actual amount of Direct Expenses owed by Tenant to Landlord by more than five percent (5%) (“Overcharge”), then Landlord shall pay all reasonable and only after necessary third party out-of-pocket costs for the Audit. If the Audit discloses that the amount of Direct Expenses paid by Tenant gives to Landlord fourteen does not exceed the actual amount of Direct Expenses owned by Tenant to Landlord by more than five percent (145%) days’ advance written notice;(“Undercharge”), then Tenant shall pay all costs associated with the Audit, including, without limitation, all of Landlord’s costs and expenses, including reasonable attorney and accountant fees. (iii) The Audit shall only be conducted by a reputable accounting firm (“Accounting Firm”). As a condition precedent to any such Audit, Tenant shall deliver to Landlord a copy of the results Tenant’s written agreement with such Accounting Firm, which agreement shall include provisions which state that: (A) Landlord is an intended third-party beneficiary of such audit within fifteen agreement, (15B) days of its receipt by Tenant and no such audit shall be conducted if Accounting Firm is not being engaged as a contingency or other incentive based auditor; (C) such Accounting Firm will not in any manner solicit or agree to represent any other tenant of the Building has conducted Project with respect to an independent audit for or other review of Landlord’s accounting records at the time period Project, and (D) such Accounting Firm shall maintain in strict confidence any and all information obtained in connection with the Audit and shall not disclose such information to any person or entity other than to the management personnel of Tenant. The Accounting Firm, Landlord and Tenant intends shall enter into a confidentiality agreement in form and substance acceptable to audit Landlord whereby the Accounting Firm and Tenant shall covenant, among other things, that the Accounting Firm and the Tenant shall keep the books and records of Landlord furnishes to Tenant a copy of such audit;in strict confidence. (iv) No audit In the event that the amount of Direct Expenses paid by Tenant to Landlord exceed the actual amount of Direct Expenses owed by Tenant to Landlord as disclosed by the Audit, such difference shall be conducted at any time that Tenant is in default (after applied to the expiration next succeeding payment of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review Direct Expenses due by Tenant shall not postpone or alter to Landlord. In the liability and obligation event that the amount of Direct Expenses paid by Tenant to pay any amounts due under Landlord is less than the terms actual amount of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated Direct Expenses owed by Tenant on a contingency fee basis. Within thirty to Landlord as disclosed by the Audit, Tenant shall pay such difference to Landlord within ten (3010) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharedetermination.

Audit Right. In Tenant, at its sole cost and expense, shall have the event right, within ninety (90) days after receiving Landlord's statement of actual Basic Costs for a particular calendar year, to provide Landlord with written notice (the Controllable Operating Expenses (as defined below"Review Notice") increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit of its intent to review Landlord’s 's books and records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject relating to the procedure noted belowBasic Costs for such year. Controllable Operating Expenses shall include all Operating Expenses other than utilities Landlord, within thirty (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12030) days after receipt of the statement of the actual amount of Review Notice, shall make such books and records available to Tenant or Tenant’s Share 's agent for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours its review at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of Building, provided that if Tenant retains an agent to review Landlord's books and records for any calendar year, such audit within fifteen (15) days of its receipt by Tenant and no such audit shall agent must be conducted if any other tenant of CPA firm licensed to do business in the state in which the Building has conducted an independent audit for the time period is located. If Tenant intends elects to audit review Landlord's books and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentrecords, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after such books and records are made available to Tenant’s , Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to Landlord's statement of actual Basic Costs for such calendar year. If Tenant fails to give Landlord written notice of objection within such thirty (30) day period or fails to provide Landlord with a Review Notice within the ninety (90) day period provided above, Tenant shall be deemed to have approved such statements in all respects. Upon Landlord's receipt of such audita timely objection notice from Tenant, Landlord and Tenant must give notice shall work together in good faith to Landlord of any disputed amounts resolve the discrepancy between Landlord's statement and identify all items being contested in Landlord’s statement of the Tenant ShareTenant's review. If Landlord and Tenant cannot agree upon any determine that Basic Costs are less than reported, Landlord shall provide Tenant with a credit against future Additional Base Rental in the amount of such item as to which Tenant shall have given such noticeoverpayment. Likewise, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to if Landlord and Tenant and determine that Basic Costs are greater than reported, Tenant shall forthwith pay the cost amount of said joint audit such underpayment to Landlord. Any information obtained by Tenant pursuant to the provisions of the Section shall be treated as confidential. Notwithstanding anything herein to the contrary, Tenant shall not be permitted to examine Landlord's books and records or to dispute any statement of Basic Costs unless Tenant has paid by to Landlord (under protest, if Tenant so elects) the non-prevailing party. Any adjustment required amount due as shown on Landlord's statement of actual Basic Costs, said payment (albeit under protest) being a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharecondition precedent to said examination and/or dispute.

Audit Right. In The information set out in the event Statement shall be binding on the Controllable Operating Expenses (as defined below) increase Tenant and deemed to be accepted by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records it and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share shall not be subject to amendment for any reason unless the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities Tenant gives written notice (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, the “Controllable Operating ExpensesDispute Notice”. Tenant must comply with ) to the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement Landlord's submission of such statement, document, or writing identifying the statement, document, or writing. The Dispute Notice shall set out in reasonable detail the reason why such statement, document or writing is objectionable to Tenant, is in error or otherwise should not be binding on the Tenant. If the Tenant disputes the amount of the actual amount Additional Rent as aforesaid, Tenant shall have the right to review the books, records and back-up invoices and materials pertaining to Operating Costs as set forth on the Statement before commencing the audit described below. If such dispute is not resolved within forty-five (45) days after the Tenant delivers the Dispute Notice to the Landlord, Tenant shall have the right to audit Landlord’s books and records in accordance with this paragraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results exercise of such audit right within fifteen (15) days following the expiration of its receipt such 45-day period (the “Audit Notice”). Such Audit Notice shall contain the name of the firm that Tenant desire to engage to conduct such audit, (which firm shall be one of the “Big 4” (or the successors thereto) national public accounting firms or another national or regional accounting firm that is proposed by Tenant and no approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord), charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”). Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) confidential. Such audit shall be conducted limited to a determination of whether or not Landlord calculated the Additional Rent in accordance with the terms and conditions of this Lease and normal and customary accounting methods used by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisowners of similar buildings in the area for calculating increases in operating costs. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord All costs and expenses of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by Tenant; provided, however, in the nonevent it is ultimately determined that Landlord has overstated controllable Additional Rent by six percent (6%) or more, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-prevailing partyof-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $3,500.00, subject to an annual increase of 5% throughout the Term). Further Landlord shall reimburse Tenant for any overpayment of Additional Rent revealed by such audit or Tenant shall pay any underpayment of Additional Rent to Landlord revealed by such audit. Any adjustment required as a result audit performed pursuant to the terms of any this Paragraph shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager in the Building or at such other location in metropolitan Atlanta, Georgia, where Landlord maintains the books and records to be audited by the Acceptable Auditor. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this Paragraph only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended; provided, however, if an audit reveals certain overcharges for the Fiscal Period that is the subject of the audit and the parties concur such error is correct, then Tenant shall have the right to expand its current audit to include Landlord’s books and records for the prior two (2) Fiscal Periods for the same (but only the same) items that were discovered to be paid within 30 days, or adjusted in the next installment(s) of overcharged by Tenant’s Shareaudit. In the event that Tenant fails to deliver its Dispute Notice to Landlord within the foregoing 120-day period, then Tenant’s right to audit such year’s Statement shall be null and void.

Audit Right. In Within one hundred eighty (180) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the event amount set forth in the Controllable Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a regionally recognized accounting firm), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records (pertaining to Landlord’s calculation of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses) at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable notice, grace or cure periods and provided further that Tenant and such accountant or representative (if any) shall, and each of them shall cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as defined below) increase to the proper amount shall be made, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth in the Statement were overstated by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records the actual, documented and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination reasonable cost of the Tenant’s Share subject accountant and such certification shall be paid for by Landlord. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to the procedure noted beloweach other, as are determined to be owing pursuant to such certification. Controllable Operating Expenses In no event shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental Landlord or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order its property manager be required to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlordphotocopy any accounting records or other items or contracts, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; create any ledgers or schedules not already in existence, (iii) Tenant shall deliver except as set forth herein, incur any costs or expenses relative to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; inspection, or (iv) No audit perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not be liable for the payment of any contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section shall be conducted at any time that the sole method to be used by Tenant is in default (after to dispute the expiration amount of any applicable grace and/or cure period) of any of the terms of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses payable by Tenant under this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon waives any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, other rights or adjusted in the next installment(s) of Tenant’s Shareremedies relating thereto.

Audit Right. In Within one (1) year after receipt of a Statement by Tenant (“Review Period”), Tenant’s employees or an independent certified public accountant (which accountant is not retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the event foregoing, Tenant shall only have the Controllable right to review Landlord’s records one (1) time with respect to each final Statement. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant disputes such amounts and provided that Landlord and Tenant cannot resolve such dispute within fifteen (15) days after Landlord’s receipt of the Dispute Notice, then a certification as to the proper amount shall be made by an independent certified public accountant agreed upon by Landlord and Tenant who is a member of a nationally or regionally recognized accounting firm and who has not previously done work, or is not then working for, Landlord or Tenant or either of their affiliates. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based including, without limitation, copies of paid invoices for Operating Expenses (as defined below) increase Costs. If such certification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination cost of the accountant and the cost of such certification shall be paid for by Landlord; otherwise such costs shall be paid for by Tenant’s Share subject . Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g.each other, electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which as are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”to be owing pursuant to such certification. Tenant must comply with agrees that this section shall be the following in order sole method to audit Landlord’s records and information pertaining be used by Tenant to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of dispute the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt any Direct Costs payable by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends pursuant to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon hereby waives any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event the Controllable Operating Expenses Within seventy-five (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12075) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlordemployees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis), and with respect to such auditdesignated by Tenant, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only may, after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver reasonable notice to Landlord a copy of the results of such audit within fifteen (15“Review Notice”) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default under this Lease and provided further that Tenant and such accountant or representative shall, and each of them shall cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but no later than forty-five (45) days after the expiration Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within forty-five (45) days after the Review Period shall be deemed to constitute Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant, as set forth in the Statement were overstated by more than ten percent (10%), then the cost of the accountant and the cost of such certification shall be paid for by Landlord, provided that in no event shall Landlord be responsible for costs hereunder in excess of the amount of such overstatement. Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any applicable grace and/or cure period) of any of Direct Costs payable by Tenant pursuant to the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon hereby waives any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In Purchaser will keep, and will cause the event Selling Parties to keep, books and accounts of record in connection with the Controllable Operating Expenses (as defined below) increase by more than sale of Products in sufficient detail to permit verification of Royalties to be paid hereunder. Purchaser and its Affiliates will maintain such records for a period of three percent (3%) in any given Lease Year (as measured against years after the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination end of the Tenant’s Share subject to the procedure noted belowcalendar quarter in which they were generated. Controllable Operating Expenses Such records shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only available during regular normal business hours at Purchaser’s premises upon [***] prior written notice by Seller for inspection at the office where Landlord maintains records expense of Operating Expenses Seller by a certified public accountant selected by Seller and only after Tenant gives Landlord fourteen acceptable to Purchaser (14) days’ advance written notice; (iii) Tenant such acceptance not to be unreasonably withheld or delayed). The inspector’s review shall deliver to Landlord a copy of the results of not interfere unreasonably with Purchaser’s business activities, and such audit within fifteen (15) days of its receipt by Tenant and no such audit review shall be conducted if any in compliance with the other tenant terms of the Building has conducted an independent audit this Agreement for the time period Tenant intends to audit sole purpose of verifying reports and Landlord furnishes to Tenant a copy payments of such audit; (iv) No audit shall be conducted at any time that Tenant is Royalties in default (after the expiration of any applicable grace and/or cure period) of any of accordance with the terms of this Lease; (v) No subtenant shall have any right Agreement. The inspector may inspect records for up to conduct an audit [***] after the end of the period to which they pertain. Audits may not take place more than [***] per calendar year and no assignee period may be audited more than [***]. Such inspector shall conduct not disclose to Seller or any Third Party any information other than information relating to the accuracy of reports and payments of Royalties made under this Agreement. Details of the inspector’s findings (including, for the avoidance of doubt, monetary values and supporting calculations) shall not be shared with Purchaser except in the form of a summary report. In any event, the results shall be communicated to Purchaser before being shared with Seller. Purchaser shall be given a period of [***] to review and respond to the inspector’s findings before the summary report may be provided to Seller, such reports to include Purchaser’s response to the findings. The inspector shall not be permitted to include any extrapolation calculations in the calculation of amounts underpaid to Seller. In the event that any such inspection shows an audit under reporting and underpayment of Royalties in excess of [***]% for any period during which such assignee was not in possession calendar year, then Purchaser shall pay the reasonable costs of the Premises; audit as well as any additional Royalties that would have been payable to Seller had Purchaser reported correctly, plus an interest charge on the additional Royalties (vibut not on the costs of the audit) Such at the Late Interest Rate, within [***] of Seller notifying Purchaser that the audit review by Tenant shall not postpone or alter the liability has been completed and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after TenantPurchaser’s receipt of a written invoice with respect thereto. Such interest shall be calculated from the date the correct payment was due to Seller up to the date when such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Sharepayment is actually made by Purchaser. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit reveals an overpayment (the amount of each such overpayment, an “Overpayment Amount”), then, as may be requested by a major accounting firm mutually and reasonably acceptable Purchaser, (x) the Overpayment Amount will be credited against any future amounts payable to Landlord and Tenant and the cost of said joint audit shall be paid Seller by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 daysPurchaser, or adjusted (y) Seller shall reimburse Purchaser for such Overpayment Amount (or any portion thereof that has not been credited as set out in the next installment(sforegoing clause (x)) of Tenant’s Sharewithin [***] after the date such inspector reveals to Purchaser such Overpayment.

Audit Right. In Within one hundred fifty (150) calendar days ("Review Period") after Tenant's receipt of an annual statement of actual Expenses and the event actual Taxes (the Controllable Operating "Statement"), if Tenant disputes the amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained on a contingency fee basis) designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable notice and cure periods. Tenant and such accountant or representative shall cause their respective agents and employees to maintain all information contained in Landlord's records in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) calendar days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord's standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and reasonably approved by Tenant and who is a member of a nationally or regionally recognized accounting firm. Tenant's failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) calendar days after the Review Period shall be deemed to constitute Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Expenses (as defined below) increase and Taxes set forth in the Statement were overstated by more than three five percent (35%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination cost of the Tenant’s Share subject accountant and the cost of such certification shall be paid for by Landlord. Promptly following the parties' receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any Expenses or Taxes payable by Tenant pursuant to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed feesterms of this Lease, and Tenant hereby waives any other expenses which are set rights at law or determined by a governmental entity or other third party and nonin equity relating thereto. 4823-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses:6605-5163.8 EXHIBIT B-1- FLIGHT AT TUSTIN LEGACY ChromaDex (i) Tenant must give notice to Landlord Franchise taxes or taxes imposed upon or measured by the income or profits of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at Any administrative wages and salaries for employees above the office where Landlord maintains records level of Operating Expenses general manager or any other general and only after Tenant gives Landlord fourteen administrative overhead (14excluding the Admin Fee) days’ advance written noticeof Landlord, including, but not limited to, renting commissions but excluding management fees; (iii) Tenant shall deliver to Landlord a copy The cost of any special work or special service performed for any tenant (including Tenant) whether or not at the results cost of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audittenant; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration Amortization of any applicable grace and/or cure period) of any of the terms of this Leasedebt and other non-cash expenses except as provided for herein; (v) No subtenant shall have The cost of alterations to tenant spaces and any right to conduct an audit fit-out in advance of and no assignee shall conduct an audit in expectation of a tenant, leasehold alterations, additions, changes, replacements, improvements and decorations made for any period during which such assignee was not in possession tenants or occupants of the PremisesBuilding or cash allowances in lieu thereof; (vi) Such Any expenses incurred in connection with any mortgage or other financing securing the land comprising the Project or the Building or interests in Landlord including, without limitation, mortgage interest or amortization, or in connection with any refinancing thereof, including, without limitation, legal, accounting, consultant, mortgage, brokerage or other expenses related thereto; (vii) Costs covered by enforceable warranties and guaranties but only to the extent Landlord is actually reimbursed under such warranties and guaranties; (viii) Personnel benefits, expenses and salaries of the type set forth in Section 2.01 of Exhibit B for employees above the level of general manager; (ix) Any overhead and/or profit increment paid to Landlord or to subsidiaries or affiliates or Landlord for services in the Project to the extent the same exceed the amount which would generally be expected to be the cost of such services rendered by comparably qualified unaffiliated third parties; (x) Any cost or expense which would otherwise be included in Expenses to the extent that Landlord is actually reimbursed from a source outside of Expenses; (xi) Advertising, entertaining and promotional expenditures; (xii) The cost of repairs or replacements incurred by reason of fire or other casualty or condemnation, to the extent Landlord is compensated therefor during the year to which an Expense statement relates (or would have been compensated therefor if Landlord had carried the insurance coverage required of Landlord hereunder); (xiii) The portion of any fee or expenditure (other than a management fee) paid to Landlord or any other Landlord affiliate that is in excess of the amount which would be paid if such fee or expenditure were competitively bid; (xiv) Costs and expenses, including, without limitation legal fees, incurred in connection with the enforcement of leases and occupancy agreements, and/or suits brought by tenants with respect to their leases or occupancy agreements, including, without limitation, disbursements in connection with any summary proceeding to dispossess any tenant or occupant; (xv) Attorneys’ fees and disbursements, costs and expenses incurred in connection with preparing and negotiating leases, amendments and modifications thereto, consents to sublease, assignments, take over or assumption fees, or any form leases with respect to the operation of the Project and disputes with tenants or occupants in the Building or Project (it being agreed that reasonable attorneys’ and accountants’ fees and disbursements incurred directly in connection with the operation of the Building shall be included in Expenses); (xvi) Legal, accounting and auditing fees, other than (A) accounting and auditing fees reasonably incurred in connection with the preparation of statements required pursuant to Additional Rent or rent escalation provisions, (B) reasonable legal, accounting, consulting and appraisal fees incurred in protesting (or seeking a refund or reduction of) Taxes to the extent such protests result in a savings to Tenant in Taxes that Tenant would have otherwise paid to Landlord and provided that the amount thereof is not reimbursed to Landlord, and (C) legal, accounting and consulting fees incurred in defending a non-criminal audit review relating to the operation of the Project or Building (for purposes of illustration only a sales tax audit or utility audit) conducted by Tenant shall a governmental entity (whether or not postpone Landlord prevails in such audit). (xvii) Costs relating to withdrawal liability or alter unfunded pension liability under the Multi-Employer Pension Plan Act or similar law; (xviii) All costs and expenses resulting from the negligence or willful misconduct of Landlord, its employees, agents or contractors and any damages and attorneys’ fees and disbursements and other costs in connection with any judgment, settlement or arbitration award resulting from any tort liability of Landlord, its employees, agents or contractors; (xix) Any amount resulting from Landlord’s failure to meet its legal or contractual obligations (e.g., failure to pay taxes, defaults under leases or agreements, etc.); 4823-6605-5163.8 EXHIBIT B-3- FLIGHT AT TUSTIN LEGACY ChromaDex (xx) Any lease payments for equipment which, if purchased, would be specifically excluded as a capital improvement; (xxi) Dues to lobbying associations (BOMA fees excepted) or contributions to political or charitable organizations; (xxii) Costs incurred in connection with the acquisition, sale, financing or other disposition of air rights, transferable development rights, easements or other real property interests; (xxiii) The cost of overtime heating, air-conditioning and ventilation (including costs related to chilled water) for any tenants of the Building; (xxiv) Costs and expenses incurred by Landlord in connection with any obligation of Tenant Landlord to pay indemnify any amounts due under tenant (including Tenant) of the terms Building pursuant to its lease or otherwise; (xxv) Any bad debt loss, rent loss or reserves for bad debts or rent loss; (xxvi) Expenditures for repairing and/or replacing any defect in the initial design or construction of this Leasethe Building; (xxvii) Costs incurred by Landlord which result from Landlord’s or any other tenant’s breach of a lease or Landlord’s tortuous or negligent conduct; (xxviii) Expenses of relocating or moving any tenant(s) of the Building; and (viixxix) Such audit Costs and expenses incurred in curing any violation of any Laws existing as of the Commencement Date or compliance with any Laws existing as of the Commencement Date, with respect to a condition existing as of the Commencement Date, unless caused by an act or omission of Tenant or any person claiming by, through or under Tenant. 4823-6605-5163.8 EXHIBIT B-4- FLIGHT AT TUSTIN LEGACY ChromaDex This Exhibit is attached to and made a part of the Lease by and between FLIGHT PHASE I OWNER, LLC, a Delaware limited liability company ("Landlord") and CHROMADEX CORPORATION, a Delaware corporation ("Tenant") for space in the Building located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 1. Tenant shall, subject to the express provisions of this Work Letter, accept the Premises in its then condition on the delivery date, "AS-IS," "WITH ALL FAULTS" and Landlord shall have no duty or obligation to improve, or pay for any improvement for, the Premises or any portion thereof (or correct any violation of any statutes, law, ordinance, code or regulation applicable thereto). 2. Landlord, at its sole cost and expense (subject to the terms and provisions of Section 3 below) shall perform improvements to the Premises in accordance with the space plan attached hereto as Schedule 1 (the "Space Plan") using Building standard methods, materials and finishes that are consistent with the materials and finishes used by Landlord in the spec suite in Building A Suite 125. The improvements to be performed in accordance with the Space Plan are hereinafter referred to as the "Landlord Work". Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord Work shall include any and all architectural fees, engineering fees, and city permits. 3. All other work and upgrades, subject to Landlord's approval, shall be conducted by an independentat Tenant's sole cost and expense, reputable accounting firm which is not being compensated by Tenant on plus any applicable state sales or use tax thereon, payable upon demand as Additional Rent and a contingency construction management fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice payable to Landlord equivalent to five percent (5%) of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit such work and upgrades (collectively, "Tenant Excess Costs"); provided, however, Tenant may use any available General Use Allowance (as defined in Exhibit E attached to the Lease) to fund the Tenant Excess Costs. Tenant shall be paid responsible for any Tenant Delay in completion of the Premises resulting from any such other work and upgrades requested or performed by the non-prevailing partyTenant. 4. Any adjustment required as a result Landlord's supervision or performance of any audit work for or on behalf of Tenant shall not be paid within 30 daysdeemed to be a representation by Landlord that such work complies with applicable insurance requirements, building codes, ordinances, Laws or adjusted in regulations or that the next installment(s) of improvements constructed will be adequate for Tenant’s Share's use.

Audit Right. In (a) Landlord shall maintain accounting books and records reflecting the event the Controllable Operating Expenses and Real Estate Taxes of the Building substantially in accordance with generally acceptable accounting principals (as defined below"GAAP") increase and sound accounting and management practices. Within ninety (90) days after receipt by more than three percent (3%) in any given Lease Year (as measured against the Controllable Tenant of Landlord's statement of actual Operating Expenses and Real Estate Taxes incurred for the immediately preceding Lease Yearprior year, Tenant and Tenant's agents and accountants shall have the right to inspect and audit Landlord's books and records relating to Operating Expenses and Real Estate Taxes for the Building (the "Records"), or as otherwise reasonably requested by Tenant at Landlord's office, during normal business hours upon fifteen (or required by 15) days' prior written notice. (b) If Tenant’s business partners and/or applicable law), after having a reasonable opportunity to examine the Records, disagrees with Landlord's statement, then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by send a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give written notice to Landlord (the "Dispute Notice"), specifying in reasonable detail the basis for Tenant's disagreement, the amount of its election the Additional Rent that Tenant claims was due for the applicable calendar year and the amount of any refund claimed to undertake be due Tenant. Anything herein to the contrary notwithstanding, Tenant shall not delay or withhold payment of any balance shown to be due INDUSTRIAL LEASE pursuant to Landlord's statement because of any objection that Tenant may raise with respect thereto. (c) If Landlord agrees with the Dispute Notice, the parties shall enter into a written agreement confirming such error and then Tenant shall be entitled to a credit against future Minimum Annual Rent for said audit overpayment (or a refund of any overpayment if the Lease Term has expired) or Tenant shall pay to Landlord the amount of any underpayment, as the case may be. (d) If Landlord disagrees with the Dispute Notice, Landlord shall notify Tenant of such disagreement within one hundred twenty forty-five (12045) days after following Landlord's receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from LandlordDispute Notice, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where thereafter Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver use good faith efforts to try to resolve the issue. Notwithstanding the foregoing, however, if Landlord a copy of and Tenant fail to resolve the results of such audit issue within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt Landlord's delivery of such auditLandlord's notice of objection, Tenant must give and the disagreement involves more than $10,000.00, either party may, by delivery of written notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. other party (the "Operating Expenses Arbitration Notice"), elect to resolve the issue through arbitration. (e) If either party delivers an Operating Expenses Arbitration Notice, then Landlord and Tenant cannot agree upon any such item as shall use commercially reasonable efforts to which Tenant shall have given such notice, select an arbitrator to resolve the dispute issue. Such arbitrator shall be resolved by an audit by accountant, unaffiliated with Landlord or Tenant, specializing in real estate matters, with at least ten (10) years prior experience in the metropolitan area in which the Leased Premises are located and with a major accounting firm mutually and reasonably acceptable to working knowledge of current operating expense pass-through practices. The determination of such arbitrator shall be binding on both Landlord and Tenant as to the amount of Real Estate Taxes and Operating Expenses for the cost applicable calendar year. (f) If, following the determination of said joint audit shall be paid Tenant's Proportionate Share of Real Estate Taxes and Operating Expenses pursuant to this SECTION 3.05, Landlord's calculation of Tenant's Proportionate Share of Real Estate Taxes and Operating Expenses for the inspected calendar year resulted in an overpayment by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(smore than five percent (5%) of Tenant’s Share's Proportionate Share of Real Estate Taxes and Operating Expenses, Landlord shall also pay the reasonable fees and expenses of Tenant's independent professionals, if any, conducting said inspection, as well as the costs of the arbitrator, if applicable. Otherwise, Tenant shall pay all costs of Tenant's independent professionals and the costs of the arbitrator, if applicable. (g) All of the information obtained through Tenant's inspection with respect to financial matters (including, without limitation, costs, expenses and income) and any other matters pertaining to Landlord, the Leased Premises, the Building and/or the Park as well as any compromise, settlement or adjustment reached between Landlord and Tenant relative to the results of the inspection shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its independent professionals to be similarly bound. The obligations within the preceding sentence shall survive the expiration or earlier termination of the Lease.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant ("Review Period"), if Tenant disputes the statement amount set forth in the Statement, Tenant's employees or an independent certified public accountant (which accountant is a member of the actual amount a nationally or regionally recognized accounting firm), designated by Tenant, may, after reasonable notice ("Audit Notice") to Landlord and at reasonable times, inspect Landlord's records (pertaining to Landlord's calculation of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses) at Landlord's offices (or upon Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours 's written request sent at the office where same time as Tenant provides the Audit Notice, Landlord maintains shall make such books and records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes available to Tenant a copy of such audit; (iv) No audit shall be conducted at any time electronically), provided that Tenant is not then in default (after the expiration of any all applicable grace and/or cure period) periods and provided further that Tenant and such accountant or representative shall, and each of any of them shall cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Notwithstanding the terms of this Lease; (v) No subtenant foregoing, Tenant shall only have any the right to conduct an audit and no assignee shall conduct an audit for review Landlord's records one (1) time during any period during which such assignee was not twelve (12) month period. Tenant's failure to dispute the amounts set forth in possession of any Statement within the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit Review Period shall be conducted by an independentdeemed to be Tenant's approval of such Statement and Tenant, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisthereafter, waives the right or ability to dispute the amounts set forth in such Statement. Within If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s 's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to provide Tenant and the accountant with the information upon which the certification is to be based. However, if such certification by the accountant proves that the total amount of Operating Expenses, Insurance Expenses, Utility Expenses and Tax Expenses set forth in the Statement were overstated by more than five percent (5%), then the actual, documented and reasonable cost of the accountant and such certification shall be paid for by Landlord. Promptly following the parties receipt of such auditcertification, Tenant must give notice the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. In no event shall Landlord or its property manager be required to (i) subject to Tenant's right to request Landlord's books and record in an electronic format, photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than making available such accounting records as are described in this paragraph. Landlord shall not be liable for the payment of any disputed amounts contingency fee payments to any auditor or consultant of Tenant. The provisions of this Section 4.3.3 shall be the sole method to be used by Tenant to dispute the amount of Operating Expenses, Insurance Expenses, Utility Expenses and identify all items being contested in Landlord’s statement of the Tax Expenses payable by Tenant Share. If Landlord under this Lease, and Tenant cannot agree upon waives any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, other rights or adjusted in the next installment(s) of Tenant’s Shareremedies relating thereto.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)Furthermore, or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expensesprovided that: (i) Tenant must give notice has made timely payments, without prejudice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlordposition, and with respect to such audit, Tenant may audit the two preceding calendar years;of Additional Rent when due. (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains expense records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice;. (iii) No audit shall be conducted at any time that Tenant is in default (beyond applicable notice and cure periods) of any of the terms of the Lease. (iv) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease;Tenant. (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises;. (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall must be conducted by the Internal Audit Department of the Tenant or by an independent, reputable independent nationally recognized accounting firm which that is not being compensated by Tenant on a contingency fee basis. Within thirty . (30vii) The audit must commence within one hundred (120) days after Tenant(time is of the essence) following the delivery to Tenant of Landlord’s receipt of such audit, statement. (viii) Tenant must give notice deliver to Landlord of a signed confidentiality agreement prepared by Landlord in its reasonable discretion. If any disputed amounts and identify all items being contested in audit by Tenant reveals that Landlord’s statement overstated the Operating Expense Additional Rent charge, then the Landlord promptly shall pay to the Tenant the amount of the Tenant’s overpayment with interest at the rate set for in Section 22.06 from the date of overpayment until the date the Landlord reimburses the Tenant Sharefor the same. If Landlord and Tenant cannot agree upon any no such item as to which payment is made, the Tenant shall have given be entitled to credit such notice, amount against the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next monthly installment(s) of Basic Rent next falling due under this Lease, or, if the Lease Term has expired, such amount shall be promptly refunded by the Landlord to the Tenant. If such audit reveals an overpayment of Operating Expenses by six percent (6%) or more, Landlord shall pay the reasonable out-of-pocket costs of Tenant’s Shareaudit.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120123) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods (although Tenant shall be entitled to make payments “under protest” thereby preserving Tenant’s right to contest such payments) and provided further that Tenant and such accountant or representative shall, and each of the shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’ records one (1) time during any twelve (12) month period. Tenant’s failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, nut within thirty (30) days after the Review Period, Tenant notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s receipt expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such auditcertification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than ten percent (10%), Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid by the non-prevailing partyLandlord. Any adjustment required Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result of any audit shall the case may be, to each other, as are determined to be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareowing pursuant to such certification.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; certified public accountant (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which accountant is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with industry standard accounting practices, at Tenant’s receipt expense (except as provided below), by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in Landlord’s statement the Statement were overstated by more than five percent (5%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event the Controllable of any dispute as to any Operating Expenses payable by Tenant as shown in a reconciliation statement as provided in the last sentence of Paragraph 12.2 above, Tenant shall have the right, within ninety (as defined below90) increase by more than three percent (3%) in any given Lease Year (as measured against days after the Controllable date of Tenant’s receipt of such reconciliation statement and after reasonable notice and at reasonable times, to inspect Landlord’s records pertaining to Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by applicable calendar year in question at Landlord’s office. Tenant’s business partners and/or applicable law), then Tenant may audit failure to exercise its right to inspect records pertaining to Operating Costs for any calendar year within ninety (90) days after the date of Tenant’s receipt of the reconciliation statement for such calendar year shall be deemed Tenant’s waiver of its right to inspect Landlord’s records for such calendar year and all information pertaining to acceptance of the Operating Expenses in order paid by Tenant for such calendar year (or applicable portion thereof). If, after such inspection, Tenant still disputes the Operating Costs paid by Tenant for such calendar year (or applicable portion thereof), Tenant may have a certification as to verify the accuracy of Landlord’s determination of the Tenant’s Share Operating Expenses for such calendar year made by an independent certified public accountant. The accountant or accounting firm retained by Tenant shall be subject to the procedure noted belowprior written approval of Landlord, which approval shall not be unreasonably withheld. Controllable It shall not be unreasonable for Landlord to withhold its consent if the certified public accountant or accounting firm has any conflict of interest with respect to Landlord, as determined by Landlord, or is then involved in a dispute which also involves Landlord. In no event, however, shall Tenant retain an independent certified public accountant or accounting firm whose compensation is based on a percentage of any savings to Tenant of Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”resulting from such certification. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after Promptly upon receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year certification from Landlordits accountant, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit certification to Landlord. When a final determination has been made as to the amount in dispute, Landlord shall pay the amount determined to be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends owed to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant, or Tenant shall not postpone or alter pay the liability and obligation of Tenant amount determined to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentowed to Landlord, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within as applicable, within thirty (30) days after Tenant’s receipt the date of such auditthe final determination. As a condition precedent to its exercise of its rights of dispute as set forth herein, Tenant must give notice shall timely pay to Landlord of any disputed all amounts and identify all items being contested set forth in Landlord’s the reconciliation statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable wishes to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharedispute.

Audit Right. In Provided that Tenant is current in its payment of Rent at the event the Controllable Operating Expenses time of Tenant’s Audit Notice (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law)shall have the right to examine, then Tenant may copy and audit Landlord’s books and records and all information pertaining to establishing the Operating Expenses in order to verify Costs set forth herein, for the accuracy of calendar year immediately preceding Landlord’s determination year-end reconciliation statement of Operating Costs for the Tenant’s Share subject specific calendar year in question. Tenant shall give Landlord at least ten (10) business days prior written notice (the “Audit Notice”) of its intention to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water examine and sewer), management fees, security expenses, insurance, taxes, assessments, snow audit such books and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed feesrecords, and any other expenses which are set or determined by a governmental entity or other third party such examination and non-negotiable, or are otherwise beyond audit shall take place at Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit or Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within building manager’s office no later than one hundred twenty (120) days after following Tenant’s receipt of any year-end reconciliation statement and shall be completed no later than ninety (90) days following the statement of date Tenant was first given access to Landlord’s books and records. Before conducting any audit, Tenant must pay the actual full amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records Percentage of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) Costs billed. No subtenant shall have any right to conduct an audit audit. As a condition to performing any such inspection, Tenant and no assignee shall conduct its examiners may be required to execute and deliver to Landlord an audit agreement to keep confidential any information which Tenant and the examining party discover about the Building in connection with such examination, except for any period during which such assignee was not in possession disclosures required by law, court order or regulatory authorities, or to Tenant’s attorneys, accountants, auditors, or potential purchasers of the Premises; Tenant company. Tenant agrees to use for such audit a certified public accountant or a firm specializing in accounting matters and approved by Landlord (visuch approval not to be unreasonably withheld) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which that is not being compensated by Tenant paid on a contingency fee basis. Within All costs of the examination and audit shall be borne by Tenant, provided, however, if the audit reveals that Landlord’s determination of Operating Costs was overstated by more than five percent (5%), Landlord shall reimburse Tenant the reasonable cost of the audit, not to exceed $10,000.00. If, pursuant to the audit, the payments made for such year by Tenant exceed Tenant’s required payment on account thereof for such year, such overpayment shall be credited against Fixed Rent next due, or refunded to Tenant if the Term of this Lease has then expired and Tenant has no further payment obligation to Landlord; but, if the payments made by Tenant for such year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit. If there is any dispute over the results of the audit, Landlord shall have ninety (90) days following receipt of the audit results to obtain an audit from an accountant of Landlord’s choice, at Landlord’s cost and expense. In the event that Landlord’s and Tenant’s receipt accountants shall be unable to reconcile the results which thirty (30) days following completion of such auditLandlord’s accountants’ review, Tenant must give notice to Landlord then, both accountants shall mutually agree upon a third accountant whose determination shall be conclusive. The cost of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If such third accountant shall be shared equally between Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Share.

Audit Right. In Sublessee shall have the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may right to audit Landlordand inspect Sublessor’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Project Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt and/or Building Operating Expenses, as well as all other additional rent components payable by Tenant and no such audit shall be conducted if Sublessee hereunder for any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms year of this Lease; (v) No subtenant Sublease. Sublessee shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was give Sublessor not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within less than thirty (30) days after Tenant’s receipt prior written notice of its intention to conduct any such audit. Sublessor shall cooperate with Sublessee during the course of such audit, Tenant must give notice which shall be conducted during normal business hours in Sublessor’s office. Sublessor agrees to Landlord make such personnel available to Sublessee as is reasonably necessary for Sublessee, or for Sublessee’s employees or agents, to conduct such audit. If such audit discloses that the amount paid by Sublessee as Project Operating Expenses or Building Operating Expenses for the lease year in question and, or any other additional rental payable by Sublessee hereunder, has been overstated by more than two percent (2%), then, in addition to immediately repaying such overpayment to Sublessee with interest at the maximum legal rate, Sublessor shall also pay the reasonable costs incurred by Sublessee in connection with such audit. If after Sublessee reviews the records for Operating Expenses, Sublessor and Sublessee fail to agree as to the amount of Operating Expenses that should have been charged with respect to a statement in dispute, Sublessee shall have the right to cause another review of that portion of the statement to be made by a firm of independent certified accountants of national standing selected by Sublessee which are not then retained by Sublessee and (b) reasonably approved by Sublessor (“Independent Accountant”). The review of the Independent Accountant shall be deemed to be correct and shall be conclusively binding on both Sublessor and Sublessee. In the event the results of the review by the Independent Accountant indicate that the actual dollar amount of Sublessee’s Project Expense Share and Building Expense Share for the period covered by the statement in question have been overstated by more than two percent (2%), then Sublessor shall be responsible for the fees and expenses of the Independent Accountant and Sublessor shall reimburse Sublessee for the actual fees and expenses of Sublessee’s accountant(s) and the amount of any disputed amounts and identify all items being contested overpayment by Sublessee of Project Operating Expenses and/or Building Operating Expenses for the period in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to question, which Tenant shall have given such notice, the dispute amount shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost credited against Sublessee’s next succeeding installment of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareRent.

Audit Right. In the event the Controllable Operating Expenses (as defined belowa) increase by more than three percent (3%) in Landlord shall respond to any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested informal inquiries by Tenant regarding the Escalation Rent within thirty (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12030) days after receipt of same. In addition, Tenant shall have ninety (90) days after receipt of Landlord's Statement to notify Landlord in writing that Tenant disputes the statement correctness of Landlord's Statement ("Dispute Notice"). If Tenant timely delivers a Dispute Notice to Landlord, Tenant's accountant ("Tenant's Accountant") shall have the right, upon reasonable prior notice, during normal business hours, to examine all relevant records of Landlord concerning the year that is covered by Landlord's Statement at the Building management office or other location in San Francisco designated by Landlord. Tenant's Accountant shall be subject to Landlord's prior written approval, which shall not be unreasonably, withheld or delayed. Without limiting the generality of the actual amount preceding sentence, Tenant's Accountant must have at least seven (7) years of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains experience reviewing financial operating records of Operating Expenses comparable office buildings in the San Francisco downtown financial district and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall must not be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant retained on a contingency fee basis. Within The inspection of Landlord's records must be completed within five (5) business days after Tenant's Accountant commences its inspection and within sixty (60) days after Landlord's receipt of the Dispute Notice. Tenant agrees to keep, and to cause Tenant's Accountant to keep, all information obtained by Tenant or Tenant's Accountant confidential. If requested by Landlord, Tenant shall require Tenant's Accountant to sign and deliver a confidentiality agreement to Landlord, reasonably acceptable in form and content to Landlord, prior to Landlord making its books and records available for inspection. If Tenant fails to deliver a Dispute Notice to Landlord within ninety (90) days after receipt of Landlord's Statement, Tenant shall have no further right to dispute the correctness of Landlord's Statement. (b) If, following the examination of Landlord's records by Tenant's Accountant, Tenant continues to object to Landlord's Statement, the parties shall meet and attempt in good faith to resolve the dispute. If it is finally determined (by agreement between the parties, voluntary mediation or arbitration, settlement or court order) that Landlord's Statement was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days after Tenant’s receipt of such auditsaid determination, Tenant must give notice to Landlord of or at Landlord's option, any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which overpayment by Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in credited against the next installment(s) of Rent payable by Tenant’s Share. All costs and expenses of Tenant's Accountant shall be paid by Tenant unless it is finally determined that Landlord's Statement overstated the actual Operating Expenses and Real Estate Taxes for the applicable calendar year by five percent (5%) or more, in which case Landlord shall pay the reasonable costs of Tenant's Accountant for the audit of Landlord's records, up to a maximum amount of Fifteen Thousand Dollars ($15,000.00).

Audit Right. In the event the Controllable Operating Expenses i. Within sixty (as defined below60) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable days after receiving L▇▇▇▇▇▇▇’s statement of actual Operating Expenses for a particular calendar year, Tenant shall have the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant right to provide Landlord with written notice (or required by Tenant’s business partners and/or applicable law), then Tenant may audit the “Review Notice”) of its intent to review Landlord’s books and records and all information pertaining relating to the Operating Expenses in order to verify the accuracy of Landlordand T▇▇▇▇▇’s determination of the Tenant’s Proportionate Share subject to the procedure noted belowfor such calendar year. Controllable Operating Expenses shall include all Operating Expenses other than utilities Within fifteen (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12015) days after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its review at either Landlord’s office or at the Premises, provided that if T▇▇▇▇▇ retains an agent to review L▇▇▇▇▇▇▇’s books and records for any calendar year, such agent must not be compensated on a contingent fee basis. If Tenant elects to review L▇▇▇▇▇▇▇’s books and records, within sixty (60) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to L▇▇▇▇▇▇▇’s statement of actual Operating Expenses for such calendar year. If Tenant fails to give Landlord written notice of objection within such sixty (60) day period or fails to provide Landlord with a Review Notice within the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such auditsixty (60) day period provided above, Tenant may audit the two preceding calendar years; (ii) Such audit will shall be conducted only during regular business hours at the office where Landlord maintains records deemed to have approved L▇▇▇▇▇▇▇’s statement of Operating Expenses in all respects and only after Tenant gives shall thereafter be barred from raising any claims with respect thereto. Upon L▇▇▇▇▇▇▇’s receipt of a timely objection notice from T▇▇▇▇▇, Landlord fourteen (14) days’ advance written notice; (iii) and Tenant shall deliver work together in good faith to resolve the discrepancy between L▇▇▇▇▇▇▇’s statement and T▇▇▇▇▇’s review. If Landlord and Tenant determine that Operating Expenses for the calendar year in question are less than reported, Landlord shall forthwith provide Tenant with a copy credit against future rent in the amount of the results of such audit within fifteen (15) days of its receipt any overpayment by Tenant and no such audit shall be conducted (or if any other tenant of the Building Term has conducted an independent audit for the time period expired or otherwise been terminated, then Landlord reimburse Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Sharemutual determination). If Landlord and Tenant cannot agree upon any such item as to which determine that Operating Expenses for the calendar year in question are greater than reported, Tenant shall have given pay to Landlord within thirty (30) days the amount of underpayment by Tenant. If Landlord and T▇▇▇▇▇ are unable, despite their good faith effort, to agree on the determination of the Operating Expenses for the calendar year in question, then such notice, the dispute amount shall be resolved determined by an audit by independent certified public accountant (whose compensation shall not be based upon a major accounting firm contingency fee basis) mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit such accountant’s determination shall be paid by binding on the non-prevailing partyparties hereto. ii. Any adjustment required If, as a result of an agreement of Landlord and Tenant or the determination of the accountant selected by Landlord and Tenant, Landlord is found to have overstated the Operating Expenses by more than five percent (5%), then Landlord shall pay for the actual costs incurred by Tenant in completing any audit pursuant to this Section 6(e) and, as applicable, the cost of the accountant engaged by Landlord and Tenant pursuant to this Section 6(e). iii. Any information obtained by Tenant pursuant to the provisions of this Section shall be paid within 30 daystreated as confidential. Tenant shall have the right to perform such review or audit of Landlord’s books, or adjusted in the next installment(s) of Tenant’s Sharerecords and documents as provided for herein not more than once during each calendar year.

Audit Right. In Subject to the event provisions of this Section and provided that no Event of Default exists, Tenant shall have the Controllable right to examine the correctness of the Landlord’s Operating Expenses (as defined below) increase Expense statement or any item contained therein. Any request for examination in respect of any Operating Year may be made by notice from Tenant to Landlord no more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty eighty (120180) days after receipt of the date (the “Operating Expense Statement Date”) Landlord provides Tenant a statement of the actual amount of the Operating Expenses in respect of such Operating Year and only if Tenant shall have fully paid such amount. Such notice shall set forth in reasonable detail the matters questioned. Any examination must be completed and the results communicated to Landlord no more than two hundred ten (210) days after the Operating Expense Statement Date. Tenant hereby acknowledges and agrees that Tenant’s Share for sole right to contest the preceding calendar year from Operating Expense statement shall be as expressly set forth in this Section. Tenant hereby waives any and all other rights pursuant to applicable law to inspect Landlord’s books and records and/or to contest the Operating Expense statement. If Tenant shall fail to timely exercise Tenant’s right to inspect Landlord’s books and records as provided in this Section, and or if Tenant shall fail to timely communicate to Landlord the results of Tenant’s examination as provided in this Section, with respect to any Operating Year, Landlord’s statement of Operating Expenses shall be conclusive and binding on Tenant. So much of Landlord’s books and records pertaining to the Operating Expenses for the specific matters questioned by Tenant for the Operating Year included in Landlord’s statement shall be made available to Tenant within a reasonable time after Landlord timely receives the notice from Tenant to make such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only examination pursuant to this Section during regular normal business hours at the office offices in New York, New York where Landlord maintains records of Operating Expenses keeps such books and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) records. Tenant shall have the right to make such examination no more than once in respect of any Operating Year in which Landlord has given Tenant a statement of the Operating Expenses. Such examination may be made only by a qualified employee of Tenant or a qualified independent certified public accounting firm approved by Landlord, and in no event shall such examination be performed by BDO ▇▇▇▇▇▇▇, LLP or its successors. No examination shall be conducted by an examiner who is to be compensated, in whole or in part, on a contingent fee basis. As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if an agreement, in form acceptable to Landlord, agreeing to keep confidential any other tenant of information which it discovers about Landlord or the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of in connection with such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) examination. No subtenant shall have any right to conduct an audit any such examination and no assignee shall may conduct an audit for any such examination with respect to any period during which such the assignee was not in possession of the Premises; (vi) Such audit review . All costs and expenses of any such examination shall be paid by Tenant. If as a result of such examination Landlord and Tenant agree that the amounts paid by Tenant to Landlord on account of the Operating Expenses exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is entitled to a credit with respect to the Operating Expenses, Landlord, at its option, shall not postpone refund to Tenant the amount of such excess or alter apply the liability and obligation amount of Tenant to pay any amounts due under such credit, as the terms of this Lease; and (vii) Such audit shall be conducted by an independentcase may be, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after Tenant’s receipt the date of such auditagreement. Similarly, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If if Landlord and Tenant cannot agree upon that the amounts paid by Tenant to Landlord on account of Operating Expenses were less than the amounts to which Landlord was entitled hereunder, then Tenant shall pay to Landlord, as additional rent hereunder, the amount of such deficiency within thirty (30) days after the date of such agreement. All costs and expenses of any such item as examination made pursuant to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit this Section 6.2.3 shall be paid by the non-prevailing party. Any adjustment required Tenant except insofar as Landlord and Tenant agree as a result of such examination that Landlord overstated Operating Expenses by more than seven percent (7%), in which case Landlord shall pay any audit shall be paid within 30 days, or adjusted in the next installment(s) of reasonable out-of-pocket fees and expenses charged by Tenant’s Sharepublic accounting firm, but in no case more than the amount overpaid by Tenant for such Operating Year.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by No more than three percent once during each twelve (3%) in any given Lease Year (as measured against 12)-month period during the Controllable Operating Expenses for the immediately preceding Lease Year)term, or as otherwise reasonably requested by provided that Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give delivers written notice to Landlord of its election to undertake said audit within one hundred twenty sixty (12060) days after receipt of the statement of annual Operating Cost and insurance statements and has paid the actual amount of Tenant’s Share those statements and is not in default, Tenant will have the right, at its sole cost, to audit with an independent certified public accountant the Operating Costs and insurance costs charged to Tenant for the preceding calendar year from Lease Year to which such statements apply and the WSI Payments paid to Tenant for that Lease Year. The auditors must be compensated on an hourly basis for time spent and not pursuant to a "contingent fee" arrangement of any type. This audit will take place only at the Project (or at Landlord's election elsewhere in Minuteman Park) during Landlord's normal business hours on at least two (2) weeks' prior written notice, in a manner that will not unreasonably disrupt Landlord's business operations, and for a period not to exceed five (5) business days. Landlord will provide the relevant records, books and documents to such location at its expense. Landlord will not be required to provide analyses or comparisons for Tenant, but will on request provide, line item breakdowns of Operating Costs and insurance costs and invoices therefor (to the extent in Landlord's possession) for the applicable Lease Year and the WSI Payments received. Copying of these materials will not be permitted, but Tenant's auditors may make notes. Tenant agrees to keep strictly confidential the results of its audits and any information obtained in connection therewith, as well as any claims, negotiations, proceedings or settlements with Landlord, and will cause its auditors and other Affiliates to comply with respect these confidentiality requirements. As a condition to such conducting an audit, Landlord may require Tenant may audit and its auditors and other Affiliates to sign confidentiality agreements for this purpose. If an error has been made in the two preceding calendar years;billing of Operating Costs or insurance costs, or the payment of the WSI Payments, whether in favor of Landlord or Tenant, the sole right and remedy of the parties will be to adjust the amount of the discrepancy in cash within thirty (30) days (and if Landlord owes amounts to Tenant Landlord may, at its option, credit those amounts against the rent next due from Tenant)." 3.8 Article 10 of the Lease is amended by adding an " (iia) Such audit in front of the existing paragraph and by adding the following at the end as new paragraphs: (b) During the term of the WSI Lease Landlord will have the sole right to determine the utility providers for the Project, and starting as of the Rent Commencement Date under the WSI Lease (or earlier at Landlord's option) Landlord will become the metered electrical client for the Project, and Tenant will pay only the electrical costs charged by the utility provider associated with the Remaining Premises and the Systems and Equipment serving the Remaining Premises (as determined by meter, submeter, Intellimeter or the equivalent, the cost of which will be conducted only during regular business hours payable by Tenant) and its Tenant's Percentage of the electrical costs charged by the utility provider for the Common Area. If the utility provider ever agrees to ▇▇▇▇ Tenant directly for its share of electrical costs for the Remaining Premises by meter, submeter, Intellimeter or otherwise, at Landlord's written election Tenant again will become the office where Landlord maintains records direct client of Operating Expenses the utility provider for such costs, and only after Tenant gives Landlord fourteen (14) days’ advance written notice;will cooperate and promptly execute such documents as may be necessary to accomplish the foregoing. (iiic) Tenant shall deliver to Landlord a copy acknowledges and agrees that throughout the term of the results of such audit within fifteen (15) days of its receipt by WSI Lease the WSI Tenant will be permitted at all times to tap into the Backup Power System in a commercially reasonable manner and no such audit shall be conducted if any other tenant after consultation with Tenant's facilities personnel, and thereafter to use the Backup Power System. Without limiting the generality of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of foregoing or the terms of this Lease;Section 12.2, provided that the WSI Tenant does not default in its obligation to pay its pro rata share of the Backup Power Costs as required in Subsection (c) below, during the Lease term Tenant will supply the WSI Tenant with the full benefits of the Backup Power System (including, without limitation, all monitoring functions), keep the Backup Power System in good order, condition and repair and fully operational at all times (subject to casualties or similar events beyond Tenant's control, in which case full operations will be restored by Tenant as soon as reasonably possible), and continue to test, repair and maintain the Backup Power System pursuant to commercially reasonable and customary contracts for periodic testing, repair and maintenance with representatives of the applicable equipment manufacturers of the Backup Power System or their successors. Tenant will keep on file at the Remaining Premises those contracts and all documents related thereto or to the Backup Power System, including, without limitation, invoices and bills, testing, monitoring, repair and maintenance records, reports, analyses, and correspondence to or from the equipment manufacturers and other contractors (collectively, the "Backup Power Records'). Representatives of Landlord and/or the WSI Tenant will have the right to inspect the Backup Power System, and on at least twenty-four (24) hours' prior notice to Tenant to review and copy the Backup Power Records at the Remaining Premises. (vd) No subtenant shall have any right For as long as the WSI Tenant uses the Backup Power System to conduct an audit and no assignee shall conduct an audit provide Backup Power to the WSI Space during the Lease term, each month Tenant will ▇▇▇▇ the WSI Tenant (with concurrent copies to Landlord) for any period during which such assignee was not in possession the WSI Tenant's pro rata share of the Premises; (vi) Such audit review reasonable, bona fide, out-of-pocket costs actually incurred by Tenant shall not postpone or alter to unaffiliated third parties to test, repair, maintain and operate the liability Backup Power System and obligation to purchase diesel fuel and other necessary supplies for the backup generators and the rest of the Backup Power System (collectively, the "Backup Power Costs") allocable to that period. Tenant will be responsible for paying the Backup Power Costs when due to pay any amounts due under the terms appropriate parties, with reimbursement from the WSI Tenant as described below. The WSI Tenant's pro rata share of this Lease; and (vii) Such audit shall the Backup Power Costs will be conducted by an independentdeemed to be 8.3% of the Backup Power Costs fairly allocable to the backup generators and 7% of the costs fairly allocable to the UPS. Tenant will include with each ▇▇▇▇ invoices for and a line-item breakdown of the Backup Power Costs incurred and the allocation required above, reputable accounting firm which is not being compensated by and the WSI Tenant on a contingency fee basis. Within will have thirty (30) days after Tenant’s receipt of such audit, each monthly ▇▇▇▇ to pay its share of the Backup Power Costs directly to Tenant must give notice (or to Landlord of for payment to Tenant). Landlord will have the right, but absolutely no obligation, to pay to Tenant, and thus cure, all or any disputed amounts and identify all items being contested in Landlord’s statement part of the Tenant Share. If unpaid Backup Power Costs (or any portions of the other unpaid WSI Payments or other amounts) owed by the WSI Tenant." 3.9 Section 12.1 of the Lease is amended by adding the following at the end: "Starting on the Rent Commencement Date under the WSI Lease and until the termination of the WSI Lease, Landlord also will be responsible for the cleaning, repair and Tenant canmaintenance of the Common Area (but not agree upon any such item as the Systems and Equipment in the Common Area, which will continue to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant Tenant's responsibility) and the cost elevators." 3.10 Section 12.2 of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in Lease is deleted and the next installment(s) of Tenant’s Share.following is substituted:

Audit Right. In the event the Controllable Lessor shall maintain records concerning estimated and actual Building Operating Expenses and Common Area Operating Expenses, including Utilities, allocable to the Premises and Project for no less than one hundred eighty (as 180) days following the period covered by the statement or statements furnished Lessee, after which time Lessor may dispose of such records. Provided that Lessee is not then in default beyond applicable notice and cure periods with respect to its obligation to pay Base Rent, Additional Rent or other payments required to be made by it under this Lease and provided that Lessee is not otherwise in default under this Lease, Lessee may, at Lessee’s sole cost and expense, cause a Qualified Person (defined below) increase by to inspect Lessor’s records. Such inspection, if any, shall be conducted no more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)once each calendar year, or as otherwise reasonably requested by Tenant (or required by Tenantduring Lessor’s normal business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit hours within one hundred twenty (120) calendar days after receipt of the Lessor’s written statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Building Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver Common Area Operating Expenses, including Utilities, allocable to Landlord a copy of the Premises and Project for the previous calendar year. In the event the results of the review of records reveal that Lessee has overpaid obligations for a preceding period, the amount of such audit within fifteen (15) days of its receipt by Tenant and no such audit overpayment shall be conducted if any credited against Lessee’s subsequent installment of Base Rent, Additional Rent or other tenant of the Building has conducted an independent audit for the time period Tenant intends payments due to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due Lessor under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within or as applicable, reimbursed to Lessee within thirty (30) days after Tenant’s receipt following the Expiration Date. In the event that such results show that Lessee has underpaid its obligations for a preceding period, the amount of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit underpayment shall be paid by Lessee to Lessor with the nonnext succeeding installment obligation of estimated Building Operating Expenses and Common Area Operating Expenses allocable to the Premises. If the actual Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the Premises and Project for any given calendar year were improperly computed and if the actual Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the Premises and Project are overstated by more than 5%, Lessor shall reimburse Lessee for all reasonable out-prevailing partyof-pocket cost of its audit. Any adjustment required as a result of any audit Qualified Person shall be paid within 30 daysdefined as an accountant or other person experienced in accounting for income and expenses of office projects, who is engaged on terms which do not entail any compensation based or adjusted measured in any way upon any savings in Additional Rent or reduction in Building Operating Expenses and Common Area Operating Expenses, and Utilities allocable to the next installment(s) of Tenant’s SharePremises and Project achieved through the inspection process described in this Section 3.6.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of a Statement by Tenant (“Review Period”), if Tenant disputes the statement of amount set forth in the actual amount of Statement, Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord (“Review Notice”) and at reasonable times, inspect Landlord’s records at Landlord’s offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord’s records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing (“Dispute Notice”) that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord’s standard accounting practices, at Tenant’s receipt expense (except as provided below), by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant’s failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s approval of such auditStatement and (except in the event of fraud or intentional misrepresentation by Landlord) Tenant, Tenant must give notice thereafter, waives the right or ability to Landlord of any disputed dispute the amounts and identify all items being contested set forth in Landlord’s statement of the Tenant Sharesuch Statement. If Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to show Tenant cannot agree and the accountant the information upon any which the certification is to be based. However, if such item as to which Tenant shall have given such noticecertification by the accountant proves that the Direct Costs set forth in the Statement were overstated by more than three percent (3%), then the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant cost of Tenant’s accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event of any dispute as to the Controllable amount of Tenant's Percentage of Operating Expenses Expenses, Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord will have the right, by prior written notice (as defined below"AUDIT NOTICE") increase by more than given within three percent (3%) in any given Lease Year years (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)"AUDIT PERIOD") following receipt of an Actual Statement and at reasonable times during normal business hours, or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may to audit Landlord’s 's accounting records and all information pertaining with respect to Operating Expenses in order relative to verify the accuracy year to which such Actual Statement relates at the offices of Landlord’s determination 's property manager. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts (however, such items shall be made available for copying on-site or off-site at Tenant's option and expense, except that the cost thereof shall be at Landlord's expense to the extent the cost of the Tenant’s Share subject audit is to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses be borne by Landlord hereunder), (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection, or (iv) perform any other tasks other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”making available such accounting records as aforesaid. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of pay its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records Percentage of Operating Expenses when due pursuant to the terms of this Lease and only after Tenant gives Landlord fourteen may not withhold payment of Operating Expenses or any other rent pending results of the audit or during a dispute regarding Operating Expenses. The on-site document review portion of the audit must be completed within forty-five (1445) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy days of the date of Tenant's Audit Notice and the results of such audit shall be delivered to Landlord within fifteen ninety (1590) days of the date of Tenant's Audit Notice. Provided Landlord reasonably cooperates with Tenant in its receipt by efforts under this Paragraph, if Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant and no such audit shall be conducted if any other tenant of Landlord agrees with the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy results of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within then within thirty (30) days after the results of such audit are made available to Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge together with interest at the Interest Rate from the date payment should have been made. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant’s receipt , Tenant agrees to reimburse Landlord the amount of such undercharge. Tenant agrees to pay the cost of such audit, Tenant must give notice to Landlord provided that if (i) the audit reveals that Landlord's determination of any disputed amounts and identify all items being contested Tenant's Percentage of Operating Expenses as set forth in the relevant Actual Statement was in error in Landlord’s statement 's favor by more than five percent (5%) of the amount charged by Landlord to Tenant Sharepursuant to such Actual Statement, or (ii) Landlord fails to provide Tenant with an Actual Statement by December 31 of the year during which the Actual Statement is to be delivered pursuant to Paragraph 6(c) above, whether or not the audit reveals an overcharge to Tenant in Landlord's favor, then Landlord agrees to pay the reasonable, third-party cost of such audit incurred by Tenant. If To the extent Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and must pay the cost of said joint audit such audit, such cost shall be paid not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 daysaudit, or adjusted and in no event will exceed the next installment(s) amount of Tenant’s Share's Percentage of the error. Tenant agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant and its auditor to execute a confidentiality agreement provided by Landlord, subject to the customary and ordinary exceptions contained in such agreements. Landlord shall respond promptly to Tenant's audit request and other reasonable requests by Tenant associated therewith and cooperate reasonably with Tenant by identifying and making available the pertinent records necessary to conduct a proper audit.

Audit Right. In the event that Tenant disputes the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Pro Rata Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses set forth in any annual statement delivered by Landlord, then subject to the terms and only after conditions of the last sentence of this Section 4.5, Tenant gives shall have the right to provide Notice to Landlord fourteen that it intends to inspect and copy, or cause Tenant or its representatives to inspect and copy Landlord’s accounting records for the expense year covered by such statement during normal business hours (14) days’ advance written notice; “Tenant Review”), provided, however, that in the event that Tenant shall employ or retain a third party to inspect Landlord’s accounting records (iii) a “Third Party Auditor”), then as a condition precedent to any such inspection, Tenant shall deliver to Landlord a copy of Tenant’s written agreement with such Third Party Auditor, which agreement shall include provisions which stated that (i) such Third Party Auditor will not use the results of such the audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if to solicit any other tenant of the Building has conducted Project with respect to an independent audit for or other review of Landlord’s accounting records at the time period Project but nothing herein shall prevent the Third Party Auditor from representing another tenant of the Project, and (ii) such Third Party Auditor shall maintain in strict confidence any and all information obtained in connection with the Tenant intends Review and shall not disclose such information (except as required by law or pursuant to a properly issued subpoena), to any person or entity other than to the management personnel of Tenant and Tenant’s accountants and lawyers and assignees or subtenants of Tenant to the extent that the results of the audit would entitle or require the assignee or sublessee to a refund or to make an additional payment. Any Tenant Review shall take place in Landlord’s office at the Project or at such other location in San Mateo County as Landlord may reasonably designate, and Landlord furnishes to will provide Tenant a copy with reasonable accommodations for such Tenant Review and reasonable use of such audit; available office equipment, but may charge Tenant for telephone calls and photocopies at Landlord’s actual cost. Tenant shall provide Landlord with not less than two (iv2) No weeks’ prior written notice of its desire to conduct such Tenant Review. In connection with the foregoing review, Landlord shall furnish Tenant with such reasonable supporting documentation relating to the subject statement as Tenant may reasonably request, including any previous audit conducted by Landlord with respect to the expense year in question. In no event shall Tenant have the right to conduct such Tenant Review if Tenant is then in “Default,” as that term is defined in Article 15 under the Lease with respect to Tenant’s monetary obligations, including, without limitation, the payment by Tenant of all Additional Rent amounts described in the statement which is the subject of Tenant’s Review, which payment, at Tenant’s election, may be made under dispute. In the event that following Tenant’s Review, Tenant and Landlord continue to dispute the amounts of Additional Rent shown on Landlord’s statement and Landlord and Tenant are unable to resolve such dispute, then either Landlord or Tenant may submit the matter to arbitration pursuant to General Condition G of this Lease and the proper amount of the disputed items and/or categories of Operating Expenses to be shown on such statement shall be conducted at any time determined by such proceeding producing an “Arbitration Award” as that Tenant term is defined in default (after the expiration of any applicable grace and/or cure period) of any of the terms General Condition G of this Lease; (v) No subtenant . The Arbitration Award shall have any right to conduct an audit be conclusive and no assignee shall conduct an audit for any period during which such assignee was not in possession binding upon both Landlord and Tenant. If the resolution of the Premises; (vi) Such audit review by Tenant shall not postpone or alter parties’ dispute with regard to the liability and obligation Additional Rent shown on the statement, pursuant to the Arbitration Award reveals an error in the calculation of Tenant Tenant’s Pro Rata Share of Operating Expenses to pay any amounts due under be paid for such expense year, the terms of this Lease; and (vii) Such audit parties’ sole remedy shall be conducted by an independentfor the parties to make appropriate payments or reimbursements, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisas the case may be, to each other as are determined to be owing. Within Any such payments shall be made within thirty (30) days after following the resolution of such dispute. Tenant shall be responsible for all costs and expenses associated with Tenant’s receipt Review, and Tenant shall be responsible for all reasonable audit fees, attorney’s fees and related costs of such auditTenant relating to an Arbitration Award (collectively, Tenant must give notice to the “Costs”), provided that if the parties’ final resolution of the dispute involves the overstatement by Landlord of any disputed amounts Operating Expenses for such expense year in .excess of four and identify all items being contested in Landlord’s statement of the Tenant Share. If one-half percent (4 1/2%), then Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable responsible for all Costs not to Landlord and Tenant and exceed the cost actual amount of said joint audit shall Operating Expenses and/or Property Taxes to be paid by the non-prevailing party. Any adjustment required or reimbursed to Tenant as a result of such overpayment. An overcharge of Operating Expenses and/or Property Taxes by Landlord shall not entitle Tenant to terminate this Lease. Subject to the terms of General Condition Q above, this provision shall survive the termination of this Lease to allow the parties to enforce their respective rights hereunder. In the event that, within three (3) years following receipt of any audit particular statement, Tenant or Landlord shall be paid within 30 daysfail to fully and finally settle any dispute with respect to such statement and if neither Tenant nor Landlord submit the dispute to arbitration in accordance with the terms of General Condition G above, then Tenant shall have no further right to conduct a Tenant Review or adjusted to dispute the amount of Additional Rent set forth in the next installment(s) of Tenant’s Shareapplicable statement, as applicable.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt Statement by Tenant and no such audit shall be conducted ("Review Period"), if any other tenant of Tenant disputes the Building has conducted amount set forth in the Statement, Tenant's employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. If after such inspection, but within sixty (60) days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with generally accepted commercial real estate accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant's failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant’s receipt 's approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant, as set forth in Landlord’s statement the Statement were overstated by more than seven percent (7%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord, provided that in no event shall Landlord be responsible for costs hereunder in excess of the non-prevailing partyamount of such overstatement. Any adjustment required Promptly following the parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt Statement by Tenant and no such audit shall be conducted ("Review Period"), if any other tenant of Tenant disputes the Building has conducted amount set forth in the Statement, Tenant's employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods (although Tenant shall be entitled to make payments "under protest" thereby preserving Tenant's right to contest such payments) and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. Tenant's failure to dispute the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant's approval of such Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after Tenant’s receipt of such auditthe Review Period, Tenant must give notice notifies Landlord in writing that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord's standard accounting practices, at Tenant's expense, by an independent certified public accountant selected by Landlord and who is a member of any disputed amounts a nationally or regionally recognized accounting firm. Landlord shall cooperate in good faith with Tenant and identify all items being contested the accountant to show Tenant and the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in Landlord’s statement the Statement were overstated by more than ten percent (10%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing party. Any adjustment required parties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result of any audit shall the case may be, to each other, as are determined to be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareowing pursuant to such certification.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the annual statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period final and binding upon Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentunless Tenant, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reasons therefor; provided that Tenant shall in all events pay the amount specified in Landlord’s annual statement, pending the results of the Independent Review (as defined below) and determination of the Accountant(s), as applicable and as each such auditterm is defined below. If, during such thirty (30) day period, Tenant must give notice to Landlord reasonably and in good faith questions or contests the correctness of any disputed amounts and identify all items being contested in Landlord’s statement of the Property Operating Expenses, Landlord shall provide Tenant Sharewith reasonable access to Landlord’s books and records to the extent relevant for the determination of Property Operating Expenses, and such information as Landlord reasonably determines to be responsive to Tenant’s written inquiries. If In the event that, after Tenant’s review of such information, Landlord and Tenant cannot agree upon any the amount of the Property Operating Expenses, then Tenant shall have the right to have an independent public accounting firm hired by Tenant on an hourly basis and not on a contingent-fee basis (at Tenant’s sole cost and expense) and approved by Landlord (which approval Landlord shall not unreasonably withhold or delay) (“Tenant’s Auditor”) audit and review such item of Landlord’s books and records for the year in question as directly relate to the determination of Property Operating Expenses for such year (the “Independent Review”), but not books and records of entities other than Landlord. Landlord shall make such books and records available at the location in the metropolitan San Diego area where Landlord maintains them in the ordinary course of its business or via an e-room to which Tenant and the Tenant’s Auditor will be granted access. Landlord need not provide copies of any books or records. Tenant shall have complete the Independent Review and notify Landlord in writing, reasonably promptly following its commencement, of Tenant’s specific objections to Landlord’s calculation of Property Operating Expenses (including Tenant’s Auditor’s written statement of the basis, nature and amount of each proposed adjustment) no later than thirty (30) days after Landlord has first given Tenant access to the relevant books and records for the Independent Review. Landlord shall review the results of any such noticeIndependent Review. The parties shall endeavor to agree promptly and reasonably upon Property Operating Expenses taking into account the results of such Independent Review. If, as of the date that is sixty (60) days after Tenant has submitted the Independent Review to Landlord, the dispute parties have not agreed on the appropriate adjustments to Property Operating Expenses, then the parties shall engage a mutually agreeable independent third party accountant with at least ten (10) years’ experience in commercial real estate accounting in the San Diego, California area (the “Accountant”). If the parties cannot agree on the Accountant, each shall within ten (10) days after such impasse appoint an Accountant (different from the accountant and accounting firm that conducted the Independent Review) and, within ten (10) days after the appointment of both such Accountants, those two Accountants shall select a third (which cannot be the accountant and accounting firm that conducted the Independent Review). If either party fails to timely appoint an Accountant, then the Accountant the other party appoints shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to the sole Accountant. Within ten (10) days after appointment of the Accountant(s), Landlord and Tenant and shall each simultaneously give the Accountants (with a copy to the other party) its determination of Property Operating Expenses, with such supporting data or information as each submitting party determines appropriate. Within ten (10) days after such submissions, the Accountants shall by majority vote select either Landlord’s or Tenant’s determination of Property Operating Expenses. The Accountants may not select or designate any other determination of Property Operating Expenses. The determination of the Accountant(s) shall bind the parties. If the parties agree, or the Independent Review determines, or the Accountant(s) determine, that the Property Operating Expenses actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year by more than two percent (2%), then Landlord shall, at Tenant’s option, either (a) credit the excess to the next succeeding installments of estimated Additional Rent or (b) pay the excess to Tenant within thirty (30) days after delivery of such results. If the parties agree or the Accountant(s) determine that Tenant’s payments of Property Operating Expenses for such calendar year were less than Tenant’s obligation for the calendar year by more than two percent (2%), then Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of such results. In all cases, Tenant shall pay the cost of said joint audit shall be paid the Independent Review (including the Accountant costs), unless the determination of Property Operating Expenses selected by the non-prevailing party. Any adjustment required as a result Accountants is in excess of any audit six percent (6%) less than the amount specified in Landlord’s annual statement (in which case Landlord shall be paid within 30 days, or adjusted in pay the next installment(s) reasonable costs of Tenant’s Sharethe Independent Review).

Audit Right. In the event any dispute arises between Lessor and Lessee as to Common Area Operating Expenses, Lessee shall have the Controllable right, upon reasonable notice and at Lessor's offices, to inspect and photocopy, if desired, Lessor's records concerning the Common Area Operating Expenses (as defined below) increase by of the Building. If, after such inspection, Lessee continues to dispute Common Area Operating Expenses, Lessee shall be entitled to retain an independent accountant or accountancy firm that has a specialty in auditing operating expenses to conduct an audit; provided that in no event shall Lessee conduct an audit more than three percent (3%) one time in any given Lease Year twelve (as measured against the Controllable 12) month period. If any specific issue with respect to Common Area Operating Expenses for is raised by Lessee and the immediately preceding Lease Year), or as otherwise reasonably requested same issue has been raised by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by lessee and a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and change with respect to such auditissue has been granted to such other lessee or if Lessee's audit reveals that Lessor has overcharged Lessee, Tenant may audit after Lessor has been afforded an opportunity to explain any contrary position on the two preceding calendar years; matter to Lessee's accounting firm (ii) Such audit will be conducted only during regular business hours at with any disputes being resolved in good faith by the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant parties), then Lessee shall deliver to Landlord receive a copy of credit against the results next month's Rent in the amount of such overcharge. If the audit reveals that Lessee was undercharged, then, within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt the results of such audit are made available to Lessee, Lessee shall reimburse Lessor for the amount of such undercharge, Lessee shall pay the cost of any audits requested by Lessee, unless any audit reveals that Lessor's determination of the Common Area Operating Expenses was in error by more than five percent (5%), in which case Lessor shall pay the cost of such audit, Tenant must give notice . Lessor shall be required to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement maintain records of the Tenant ShareCommon Area Operating Expenses for the three-year period following each Common Area Operating Expense statement. If Landlord and Tenant cannot agree upon any such item as Except in the event of fraud by Lessor, failure on the part of Lessee to which Tenant shall have given such notice, object to the dispute Common Area Operating Expense statement within one (1) year after its receipt thereof shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost conclusively deemed Lessee's approval of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharesuch Common Area Operating Expense statement.

Audit Right. In Subtenant, within 90 days after receiving Sublandlord’s statement of actual Additional Rent, may give Sublandlord written notice (“Review Notice”) that Subtenant intends to review Sublandlord’s records of the event the Controllable Operating Project Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating and/or Building Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining calendar year to Operating Expenses in order to verify which the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted belowstatement applies. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by Within a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days time after receipt of the statement Review Notice, Sublandlord shall make all pertinent records available for inspection that are reasonably necessary for Subtenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Subtenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the actual amount records. If Subtenant retains an agent to review Sublandlord’s records, the agent must be with a CPA firm licensed to do business in the State of TenantCalifornia or a professional property management expense auditing company reasonably acceptable to Sublandlord. Subtenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Sublandlord and Subtenant determine that Subtenant’s Share of Building Expenses or Subtenant’s Share of Project Expenses for the preceding calendar year from Landlordin question were less than stated by more than 5%, and with respect to such auditSublandlord, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only within 30 days after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit of paid invoices therefor from Subtenant, shall be conducted if any other tenant of the Building has conducted an independent audit reimburse Subtenant for the time period Tenant intends reasonable amounts paid by Subtenant to audit and Landlord furnishes to Tenant a copy of third parties in connection with such audit; (iv) No audit shall be conducted at any time that Tenant is in default (review by Subtenant. Within 90 days after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant records are made available to Subtenant, Subtenant shall have any the right to conduct give Sublandlord written notice (an audit and no assignee shall conduct an audit for “Objection Notice”) stating in reasonable detail any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant objection to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in LandlordSublandlord’s statement of the Tenant ShareSubtenant’s Share of Project Expenses or Subtenant’s Share of Building Expenses for that year. If Landlord and Tenant cannot agree upon any such item as Subtenant fails to which Tenant shall have given such noticegive Sublandlord an Objection Notice within the 90 day period or fails to provide Sublandlord with a Review Notice within the 90 day period described above, the dispute Subtenant shall be resolved by an audit by a major accounting firm mutually deemed to have approved Sublandlord’s statement and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid barred from raising any claims regarding Additional Rent for that year. If Sublandlord and Subtenant determine that Subtenant’s Share’s of Project Expenses and/or Subtenant’s Share of Building Expenses for the calendar year are less than reported, Sublandlord shall provide Subtenant with a credit against the next installment of Additional Rent in the amount of the overpayment by Subtenant. Likewise, if Sublandlord and Subtenant determine that Subtenant’s Share’s of Project Expenses and/or Subtenant’s Share of Building Expenses for the non-prevailing party. Any adjustment required as a result calendar year are greater than reported, Subtenant shall pay Sublandlord the amount of any audit shall be paid underpayment within 30 days, . The records obtained by Subtenant shall be treated as confidential. In no event shall Subtenant be permitted to examine Sublandlord’s records or adjusted in to dispute any statement of Subtenant’s Share of Project Expenses and/or Subtenant’s Share of Building Expenses unless Subtenant has paid and continues to pay all Rent when due. No payment of Additional Rent by Subtenant shall waive Subtenant’s right to object to the next installment(s) amount or propriety of Tenant’s Sharesuch payments subject to the terms and conditions of this Section 4(a)(v).

Audit Right. In If no Event of Default is then outstanding beyond applicable cure periods, Tenant shall have the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit right to review Landlord’s accounting records and all information pertaining relating to Operating Expenses in order to verify the accuracy of Landlord’s determination calculation of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined Costs by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give delivering written notice to Landlord of its election to undertake said audit within one hundred twenty (120the “Audit Notice”) no later than ninety (90) days after receipt of the statement annual Cost Statement. Tenant may issue an Audit Notice and may review Landlord’s records of Operating Costs only for the year covered by the Cost Statement. Tenant may not conduct more than one audit in any year. Tenant must complete the audit within ninety (90) days after the date of the actual amount of Tenant’s Share for the preceding calendar year from LandlordAudit Notice, and with respect to such audit, provided that Tenant may receive a reasonable extension to complete its audit in the two preceding calendar years; event of a delay by Landlord in providing records of Operating Costs. Any audit must be performed by an auditor who has at least five years of experience auditing operating costs in class A office projects. Neither the individual auditor nor its employer may be compensated directly or indirectly based on the percentage of the savings found or the results of the audit. ▇▇▇▇▇▇’s auditor (iiboth the individual and the company) Such and any third party (both the individual and the company) who may obtain the audit report or is otherwise involved in the audit must execute Landlord’s form of confidentiality agreement before any records will be released to Tenant. The audit shall be limited solely to confirming that the Operating Costs charged to Tenant are consistent with the terms of this Lease. The audit shall be conducted only at a mutually acceptable time during regular business hours at the office place where Landlord or its property manager maintains the applicable records in the State of Washington. Landlord shall cooperate with Tenant during the course of the audit and shall make its personnel available to Tenant as is reasonably necessary for the auditor to conduct such audit. Landlord shall have a reasonable opportunity to meet with ▇▇▇▇▇▇’s auditor to explain its calculation of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Costs. If ▇▇▇▇▇▇’s auditor believes that it has found errors or overcharges, Tenant shall deliver to Landlord provide a full and complete copy of the results audit to Landlord and shall advise Landlord in writing of the claimed errors and overcharges with specific reference to the relevant Lease provisions disqualifying such expenses. If Tenant does not deliver an Audit Notice or complete the audit within the time limits set forth above, Landlord’s Cost Statement for that year shall be deemed conclusive and binding on Tenant. If Landlord and Tenant’s auditor do not agree on proper treatment of the contested costs, Landlord shall engage its own auditor to review the findings of ▇▇▇▇▇▇’s auditor and Landlord’s books and records. The two (2) auditors and the parties shall then meet to resolve any difference between the audits. If the parties have not reached agreement within two (2) weeks thereafter, then the auditors shall together select a third auditor (who is not affiliated with and who does not perform services for either party or their affiliates) to whom they shall each promptly submit their explanations of the basis of their opinion. Within two (2) weeks after receipt of such explanations, the third auditor shall determine the final treatment of the contested items which shall be binding on both parties. The auditor shall not have the authority to review any other items of Operating Costs. If the final audit results show that the amount paid by Tenant was greater than the amount Tenant is obligated to pay, Landlord will credit the overpayment to the next Rent due under this Lease or shall refund the excess to Tenant if this Lease has terminated. If the audit shows that the amount Landlord charged Tenant for Operating Costs was less than the amount Tenant is obligated to pay, Tenant will pay to Landlord the difference between the amount Tenant paid and the amount determined in the audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of it receives the Tenant Sharefinal audit results. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result Pending resolution of any audit shall be paid within 30 daysunder this Section, or adjusted in Tenant will continue to pay to Landlord the next installment(s) estimated amounts of Tenant’s ShareProportionate Share of Operating Costs as billed by Landlord. Tenant and Tenant’s auditors and accountants will keep all information obtained in any audit strictly confidential.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested Provided that Tenant shall have first paid all amounts due and payable by Tenant (pursuant to this Article 3, Tenant shall have the right, at its own cost and expense, to audit or required by Tenant’s business partners and/or applicable law), then Tenant may audit inspect Landlord’s records and all information pertaining with respect to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include and Real Estate Taxes, as well as all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under Additional Rent payable by Tenant hereunder for any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”Computation Year. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: shall give Landlord not less than thirty (i30) Tenant must give days prior written notice to Landlord of its election intention to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to conduct any such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no . Any such audit shall be conducted if any other tenant on behalf of the Building has conducted Tenant by an independent certified public accountant whose compensation with respect to such audit for is not on a contingency basis. Landlord shall cooperate with Tenant during the time period Tenant intends to audit and Landlord furnishes to Tenant a copy course of such audit; (iv) No audit , which shall be conducted at any time that during normal business hours in Landlord’s headquarters’ office. Landlord agrees to make such personnel available to Tenant as is in default (after reasonably necessary for Tenant, or for Tenant’s employees and or agents to conduct such audit. Tenant and its employees, agents, contractors, representatives, consultants, accountants and attorneys shall use their best efforts to keep the expiration results of any applicable grace and/or cure period) such inspection strictly confidential. If such audit reveals that an error was made in the Operating Expenses and Real Estate Taxes previously charged to Tenant for the Computation Year in question, then Landlord shall provide Tenant with a credit against future payments of Additional Rent in the amount of such overpayment, or Tenant shall pay to Landlord any underpayment of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within costs within thirty (30) days after Tenant’s notification thereof. Tenant may not conduct an inspection or have an audit performed more than once during any Computation Year. Failure of Tenant to provide Landlord with a written request to review such books and records within six (6) months after receipt of such audit, Tenant must give notice expense reconciliation with respect to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute each respective Computation Year shall be resolved by an audit by deemed a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) waiver of Tenant’s Sharerights hereunder with respect to such Computation Year. Failure of Tenant to provide Landlord with the results of Tenant’s audit within sixty (60) days of Tenant’s review of Landlord’s books and records shall be deemed a waiver of Tenant’s rights hereunder with respect to such Computation Year.

Audit Right. In Notwithstanding any provision of this Lease to the event ----------- contrary, Tenant shall have the Controllable Operating Expenses right during the applicable Review Period (as defined below), after reasonable notice and at reasonable times, to inspect and photocopy Landlord's accounting records at Landlord's office where such accounting records are customarily maintained in the Denver metropolitan area, or, at Landlord's option, at the Building. If, after such inspection and photocopying, Tenant disputes Tenant's Share of Operating Expenses for the preceding calendar year, Tenant shall be entitled to retain an independent auditor who has substantial knowledge of real estate matters to audit and review Landlord's records to determine the proper amount of Tenant's Share of Operating Expenses. If such audit alleges that Landlord has overcharged Tenant, then within five (5) increase days after the results of such audit are made available to Landlord, Landlord shall either reimburse Tenant the amount of such overcharge previously paid by Tenant or provide Tenant with a detailed explanation of why Landlord contests the results of such audit. Tenant agrees to pay all costs of such audit, provided that, if Landlord's determination of Tenant's Share of Operating Expenses was in error in Landlord's favor by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or Landlord shall pay the cost of such audit. Landlord shall be required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s to maintain records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond rent adjustments for not less than one (1) year following Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable 's delivery to Tenant of each statement setting forth Tenant's Share of Operating Expenses”. Tenant must comply with Expenses (the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i"Review Period") Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year. The payment by Tenant of any amounts pursuant to this Lease shall not preclude Tenant from questioning at any time during the applicable Review Period the correctness of any statement of a reconciliation of any Operating Expenses for any preceding calendar year from provided by Landlord, but the failure of Tenant to object thereto and with respect complete the audit thereof prior to the expiration of the Review Period for such audit, statement shall be conclusively deemed Tenant's approval of such Statement. Tenant may audit the two preceding calendar years; (ii) Such audit will shall not be conducted only during regular business hours at the office where deemed to have objected to any statement by Landlord maintains records of Operating Expenses and only after unless Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt statement in writing, signed by Tenant and no the auditor, with a detailed analysis of every objection, and an explanation of what Tenant proposes is a corrected statement of Tenant's liability. Nothing herein shall preclude Tenant 's liability from increasing if such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time reveals that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharehas been undercharged.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s Landlord shall maintain books and records and all information pertaining with respect to Operating Expenses and Taxes and shall determine the same in order to verify accordance with generally accepted accounting principles consistently applied, as customarily adjusted for the accuracy operation of commercial real estate. Within ninety (90) days after receiving Landlord’s determination statement of the Tenant’s Proportionate Share subject to of Excess Operating Costs and Tenant’s Proportionate Share of Excess Taxes for the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities applicable calendar year (e.g., electricity, gas, water and sewerthe “Costs Data”), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give written notice to Landlord of its election to undertake said audit (the “Review Notice”) given within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such auditperiod, Tenant may audit shall have the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends right to audit and Landlord furnishes review Landlord’s books and records relating to Tenant a copy of the Costs Data for such audit; (iv) No calendar year, and, with regard to the first audit performed after the first Lease Year, the Base Year. Landlord’s Costs Data for any particular calendar year shall be conducted at any time that final and conclusive upon Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by event Tenant shall not postpone or alter fail to send its Review Notice within the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basisrespective time period designated above. Within thirty (30) days after receipt of a timely Review Notice, Landlord shall make such books, records and other documentation reasonably requested by ▇▇▇▇▇▇ available to Tenant or Tenant’s receipt agent for its review at either Landlord’s or its management agent’s main office in the Washington, D.C. area or at the office of the Building. If Tenant elects (by timely giving the Review Notice) to review ▇▇▇▇▇▇▇▇’s books and records, then within thirty (30) days after such auditbooks and records are made available to Tenant, Tenant must shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any reasonable objection Tenant has to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the ▇▇▇▇▇▇’s Proportionate Share of Excess Operating Costs and ▇▇▇▇▇▇’s Proportionate Share of Excess Taxes for such calendar year. If Tenant Sharefails to give Landlord written notice of such objection within such thirty (30) day period, then Tenant shall be deemed to have approved ▇▇▇▇▇▇▇▇’s statement of Tenant’s Proportionate Share of Excess Operating Costs and Tenant’s Proportionate Share of Excess Taxes and shall thereafter be barred from raising any claims with respect thereto. Upon ▇▇▇▇▇▇▇▇’s receipt of a timely Objection Notice from Tenant, Landlord and Tenant shall work together in good faith to resolve Tenant’s objection. If Landlord and Tenant cando not agree upon any such item as to which Tenant within thirty (30) days following ▇▇▇▇▇▇’s delivery of the Objection Notice, they shall have given such noticeselect an independent, certified public accountant or other auditor regularly engaged in the dispute auditing of operating expenses under commercial leases who is engaged by ▇▇▇▇▇▇ on other than a contingent fee basis (the “Independent Auditor”) who shall be resolved by make an audit by a major accounting firm mutually and reasonably acceptable to independent review. In the event Landlord and Tenant do not agree on the Independent Auditor within thirty (30) days following the notice of the review results, they shall ask the Chief Executive Officer of the American Institute of Certified Public Accountants (“AICPA”) to select an independent accountant. If Landlord and Tenant determine, or if the cost independent account determines and Landlord concurs, that Tenant’s Proportionate Share of said joint audit Excess Operating Costs and Tenant’s Proportionate Share of Excess Taxes for the calendar year in question is less than the amount actually paid by Tenant for that calendar year, then Landlord shall provide Tenant with a credit against future Additional Rent actually due in the amount of any overpayment by Tenant until the overpayment is corrected, or, at Landlord’s option, Landlord shall promptly refund such amount to Tenant. In addition, if the amount paid by Tenant exceeded the amount to which Landlord was entitled by more than five percent (5%), then interest shall apply on the excess amount from the date of the agreement between Landlord and Tenant or the date of the determination by the independent accountant, as applicable, at a rate per annum equal to the Default Rate. Conversely, if Landlord and Tenant or the independent accountant determine that ▇▇▇▇▇▇’s Proportionate Share of Excess Operating Costs or Tenant’s Proportionate Share of Excess Taxes due for the calendar year in question is greater than the amount actually paid, Tenant shall pay to Landlord within thirty (30) days from Landlord’s request the amount of underpayment by Tenant. Tenant shall bear all costs of any such inspection of Landlord’s books and records, unless such review discloses that the amounts paid by Tenant to Landlord exceeded the amounts to which Landlord was entitled by more than five percent (5%) in either the case of Tenant’s Proportionate Share of Excess Operating Costs or Tenant’s Proportionate Share of Excess Taxes (determined separately for such purposes), in which event Landlord shall promptly reimburse Tenant for the reasonable costs and expenses incurred in connection with ▇▇▇▇▇▇’s review (it being understood and agreed that such reimbursed costs shall not be included in Operating Costs). The costs and expenses of the independent auditor or accountant shall be paid equally by Landlord and Tenant, unless (a) the non-prevailing party. Any adjustment required as a result of any audit amounts paid by Tenant to Landlord exceeded the amounts to which Landlord was entitled by more than five percent (5%), in which case Landlord shall be paid within 30 dayspay such costs and expenses, not to exceed Five Thousand Dollars ($5,000.00) or adjusted in (b) the next installment(samounts underpaid by Tenant to Landlord more than five percent (5%) of Tenant’s Sharethe amounts to which Landlord was entitled, in which case Tenant shall pay such costs and expenses.

Audit Right. In Provided that Tenant is not in monetary default of this Lease and provided that no material non-monetary Event of Default then exists under this Lease, Tenant shall be entitled to the event the Controllable Operating Expenses (as defined below) increase following audit right with respect to an Expense Statement delivered by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested Landlord. Such audit right shall be exercisable by Tenant (or required by providing Landlord with written notice of Tenant’s business partners and/or applicable law), then Tenant may exercise of such audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit right within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for receipt of such Expense Statement, time being of the preceding calendar year from Landlord, and with respect essence. Tenant’s notice shall contain a statement of Tenant’s reasonable objections to such auditExpense Statement. If, within thirty (30) days after Landlord’s receipt of Tenant’s written notice, Landlord and Tenant are unable to resolve Tenant’s objections, then, not later than ten (10) business days after the expiration of such thirty (30)-day period, Tenant may shall deliver to Landlord written notice (the “Audit Notice”) that it wishes to employ on an hourly rate (and not a contingency fee) basis an independent certified public accounting firm approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) to inspect and audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours Landlord’s books and records at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written Building relating to the objections raised in Tenant’s notice; (iii) . Tenant shall deliver to Landlord a copy of the results of confidentiality and nondisclosure agreement reasonably satisfactory to Landlord executed by Tenant and such audit within accounting firm, and provide Landlord not less than fifteen (15) days’ notice of the date on which the accounting firm desires to examine Landlord’s books and records at the Building during regular business hours; provided, however, that such date shall be between ten (10) and forty-five (45) days after Tenant delivers to Landlord the Audit Notice. Such audit shall be limited to a determination of its receipt by Tenant whether Landlord calculated the Expense Statement in accordance with the terms and no conditions of this Lease. All costs and expenses of any such audit shall be conducted if paid by Tenant, except as otherwise expressly set forth herein. Tenant shall be entitled to exercise its right to audit pursuant to this Section 4(d) in strict accordance with the foregoing procedures and each such audit shall relate only to the calendar year covered by the Expense Statement. As a condition precedent to exercising its audit rights, Tenant shall pay to Landlord all monies which Landlord claims are owing by Tenant, as shown on the Expense Statement. If, upon a final resolution of any other tenant dispute between Landlord and Tenant regarding an Expense Statement (it being understood that the results of Tenant’s audit shall not be dispositive or binding on Landlord) (1) Tenant is entitled to a refund of the Building has conducted an independent audit amount paid by Tenant for Tenant’s Contribution for the time period calendar year under audit because such Expense Statement overstated the amounts to which Landlord was entitled hereunder, Landlord shall credit the next monthly rental payment(s) by Tenant intends with an amount equal to audit and such refund (or, if the Term has ended, Landlord furnishes shall refund such amount to Tenant within thirty [30] days after such final resolution) or (2) Tenant is found to have underpaid Tenant’s Contribution, Tenant shall pay to Landlord an amount equal to such underpayment within thirty (30) days. Notwithstanding anything contained in this Section 4(d) to the contrary, if, upon such final resolution of any dispute between Landlord and Tenant regarding an Expense Statement it is determined that a copy demonstrated error was made in the audited Expense Statement and as a result of such audit; error the amount of Operating Expenses were overstated by more than five percent (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent5%), reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within Landlord shall, within thirty (30) days after receipt of an invoice therefor, reimburse Tenant for Tenant’s receipt reasonable and actual out-of-pocket costs and expenses incurred in connection with the audit of such auditExpense Statement, but in no event more than Two Thousand Dollars ($2,000.00). Tenant must give notice shall provide Landlord with a copy of all audits conducted pursuant to Landlord the terms of any disputed amounts and identify all items being contested in Landlord’s statement of the this Section 4(d) within ten (10) days after Tenant Share. If Landlord and Tenant cannot agree upon receives any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareaudit.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt Statement by Tenant and no such audit shall be conducted ("Review Period"), if any other tenant of Tenant disputes the Building has conducted amount set forth in the Statement, Tenant's employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made in accordance with Landlord's standard accounting practices, at Tenant’s receipt 's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm. Tenant's failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant's approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs set forth in Landlord’s statement the Statement were overstated by more than seven percent (7%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord. Promptly following the non-prevailing partyparties receipt of such certification, the parties shall make such appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant to such certification. Any adjustment required as a result Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In If Tenant disputes the event amount set forth in ----------- Landlord's Operating Expense Statement, Tenant shall have the Controllable right, at Tenant's sole expense, not later than sixty (60) days following receipt of Landlord's Operating Expenses (as defined below) increase Cost Statement, to cause Landlord's books and records with respect to the calendar year which is the subject of such Statement to be audited by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by a certified public accountant mutually acceptable to Landlord and Tenant’s business partners and/or applicable law), then . Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify only dispute the accuracy of Landlord’s determination amount of the Tenant’s Share subject to the procedure noted below. Controllable Base Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after Costs once upon receipt of the statement first Landlord's Operating Expenses Statement within sixty (60) days following receipt of the actual amount same and in the same manner described herein for dispute of Tenant’s Share for the preceding calendar year from Landlord, 's Operating Expense Statement. The audit shall take place at the offices of Landlord (or its property manager or representative) where its books and with respect to such audit, Tenant may audit the two preceding calendar years; records are located at a mutually convenient time during Landlord's (iior its property manager's or representative's) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) hours. Tenant shall deliver have no right to conduct an audit or to give Landlord a copy of the results of such notice that it desires to conduct an audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default under this Lease (after the expiration of any applicable notice or grace and/or cure period) ). The accountant conducting the audit shall be compensated on an hourly basis and shall not be compensated based upon a percentage of any of the terms of this Lease; (v) overcharges it discovers. No subtenant shall have any right to conduct an audit audit, and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; . Tenant's right to undertake an audit with respect to any calendar year shall expire sixty (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (3060) days after Tenant’s 's receipt of Landlord's Operating Expense Statement for such auditcalendar year, and such Statement shall be final and binding upon Tenant must give notice to Landlord and shall, as between the parties, be conclusively deemed correct, at the end of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which sixty (60) day period, unless prior thereto Tenant shall have given Landlord written notice of its intention to audit Operating Expenses for the calendar year which is the subject of the Statement. If Tenant gives Landlord notice of its intention to audit Operating Expenses, it must commence such noticeaudit within sixty (60) days after such notice is delivered to Landlord, and the audit must be completed within one hundred twenty (120) days after such notice is delivered to Landlord. If Tenant does not commence and complete the audit within such periods, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable Landlord's Operating Expense Statement which Tenant elected to Landlord and Tenant and the cost of said joint audit shall be paid by deemed final and binding upon Tenant and shall, as between the non-prevailing partyparties, be conclusively deemed correct. Any adjustment required as a result Tenant agrees that the results of any Operating Expense audit shall be paid within 30 dayskept strictly confidential by Tenant and shall not be disclosed to any other person or entity, except Tenant's accountants, attorneys or other professionals, or adjusted in the next installment(s) as required by law or a court of Tenant’s Sharecompetent jurisdiction.

Audit Right. In Notwithstanding any Sections of the Lease to the contrary, in the event of any dispute regarding the Controllable amount due as Lessee’s Pro Rata Share of Operating Expenses Services and/or the amount due as Operating Services pursuant to Lease Section 19, Lessee shall have the right, after reasonable notice and at reasonable times, to inspect and photocopy Lessor’s accounting records. If, after such inspection and photocopying, Lessee continues to dispute the amount of its Pro Rata Share of Operating Services, Lessee shall be entitled to retain a national, independent, certified public accountant to audit and/or review Lessor’s records to determine the proper amount of its Pro Rata Share of Operating Services. If such audit or review reveals that Lessor has overcharged Lessee, then within five (5) days after the results of such audit are made available to Lessor, Lessor shall reimburse Lessee or give Lessee a rent credit in the amount of such overcharge plus interest at the Interest Rate. If the audit reveals that Lessee was undercharged, then within five (5) days after the results of the audit are made available to Lessee, Lessee shall reimburse Lessor the amount of such undercharge plus interest thereon at the Interest Rate. Lessee agrees to pay the cost of such audit provided that, if the audit reveals that Lessor’s determination of Lessee’s Percentage Share of Operating Services as set forth in any Actual Statement (such statement submitted pursuant to and defined belowin Lease Section 19) increase sent to Lessee was in error in Lessor’s favor by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify Lessor shall pay the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy cost of such audit; (iv) No audit . Lessor shall be conducted required to maintain records of all Operating Services and other Rent Adjustments for the entirety of the three-year period (“Review Period”) following Lessor’s delivery to Lessee of each Actual Statement setting forth Lessee’s Percentage Share of Operating Services. The payment by Lessee of any amounts pursuant to Lease Section 19 shall not preclude Lessee from questioning the correctness of any Actual Statement provided by Lessor at any time that Tenant is in default (after during the Review Period, but the failure of Lessee to object thereto prior to the expiration of any applicable grace and/or cure period) of any the Review Period shall be conclusively deemed Lessee’s approval of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s ShareActual Statement.

Audit Right. In Within sixty (60) days (the event “Audit Election Period”) after Landlord furnishes to Tenant the Controllable Operating Expenses Estimate Statement or Actual Statement for any calendar year (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against including the Controllable Operating Expenses for first year of the immediately preceding Lease YearTerm), or as otherwise reasonably requested by Tenant may, at its expense (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond last sentence of this Section 4.9.2) during Landlord’s reasonable control including minimum wage increasesnormal business hours, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order elect to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share Expenses for the preceding such calendar year from Landlordonly, and with respect subject to such audit, Tenant may audit the two preceding calendar years; following conditions: (ii1) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt there is no uncured default by Tenant and no such under this Lease; (2) the audit shall be conducted if any other tenant of the Building has conducted prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit for be performed by a firm retained on a “contingency fee” basis; (4) the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s receipt auditor and shall conclude within sixty (60) days after commencement; (5) the audit shall be conducted where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of business; and (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute Landlord’s confidentiality agreement for Landlord’s benefit prior to commencing the Tenant Shareaudit. If Landlord and Tenant cannot agree upon any such item as to which Notwithstanding the foregoing, Tenant shall have given such noticeno right to conduct an audit if Landlord furnishes to Tenant, at the dispute shall be resolved time Landlord furnishes the Estimated Statement or Annual Statement to Tenant, an audit report on Landlord’s Operating Expenses for the calendar year in question prepared by an audit by a major independent certified public accounting firm mutually and reasonably acceptable of recognized national standing (whether originally prepared for Landlord or another party). This paragraph shall not be construed to limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to pay Tenant’s Share of Operating Expenses when due, including Tenant’s Monthly Operating Expense Charge. After verification, Landlord and Tenant and the cost of said joint audit shall be paid credit any overpayment determined by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in report against the next monthly installment(s) of Tenant’s ShareShare of Operating Expenses due and owing by Tenant or, if no further such installment is due, refund such overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of this Lease. If Tenant does not give written notice of its election to audit during the Audit Election Period, the Estimate Statement or Actual Statement (as applicable) for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. In the event the audit report resulting from an audit authorized and undertaken by Tenant pursuant to this Section 4.9.2 shows an overpayment by Tenant, then Landlord shall reimburse Tenant for all costs and expenses incurred by Tenant in undertaking such audit.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year)Provided there is no Event of Default, or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may inspect or audit Landlord’s records and all information pertaining related to Operating Expenses in order Costs for any period of time within the previous fiscal year before the audit or inspection. However, no audit or inspection shall extend to verify periods of time before the accuracy Commencement Date. Landlord shall make its books and records relating to Operating Costs for the previous fiscal year available for inspection by Tenant within thirty (30) days after receipt of Landlord’s determination of the Tenant’s Share subject written notice from Tenant indicating that Tenant desires to exercise its inspection and audit rights under this Section 5.2(d). If Tenant fails to object to the procedure noted below. Controllable calculation of Operating Expenses shall include all Operating Expenses other than utilities Costs on the Year-End Statement within ninety (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12090) days after receipt of the statement Year End Statement and/or fails to complete any such audit or inspection within one hundred eighty (180) days after receipt of the actual amount Year End Statement, then Tenant shall be deemed to have waived its right to object to the calculation of the Operating Costs for the year in question and the calculation thereof as set forth on such statement shall be final. Tenant’s Share for audit or inspection shall be conducted only at Landlord’s offices or the preceding calendar year from offices of Landlord’s property manager during business hours reasonably designated by Landlord. Tenant shall pay the cost of such audit or inspection. Tenant may not conduct an inspection or have an audit performed more than once during any fiscal year. If such inspection or audit reveals that an error was made in the calculation of Operating Costs previously charged to Tenant, and with respect to such auditthen, provided there is no Event of Default, Tenant may audit credit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at difference against the office where Landlord maintains records next installment of additional rent on account of Operating Expenses and only Costs due hereunder, except that if such difference is determined after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy the end of the results of Term, Landlord shall refund such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes difference to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within within thirty (30) days after Tenant’s such determination to the extent that such difference exceeds any amounts then due from Tenant to Landlord. If such inspection or audit reveals an underpayment by ▇▇▇▇▇▇, then Tenant shall pay to Landlord, as additional rent hereunder, any underpayment of any such costs, as the case may be, within ten (10) days after receipt of such audit, an invoice therefor. Tenant must give notice to Landlord shall maintain the results of any disputed amounts such audit or inspection confidential and identify all items being contested in Landlord’s statement shall not be permitted to use any third party to perform such audit or inspection, other than an independent firm of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and certified public accountants (A) reasonably acceptable to Landlord, (B) which is not compensated on a contingency fee basis or in any other manner which is dependent upon the results of such audit or inspection, and (C) which executes Landlord and Tenant and standard confidentiality agreement whereby is shall agree to maintain the cost results of said joint such audit or inspection confidential. The provisions of this Section 5.2(d) shall be paid by survive the non-prevailing party. Any adjustment required as a result expiration or earlier termination of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharethis Lease.

Audit Right. In Within ninety (90) days after receiving any Statement (the event "Review Notice Period"), Tenant may give Landlord written notice ("Review Notice") stating that Tenant elects to review Landlord's calculation of the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Direct Expenses for the immediately preceding Lease YearExpense Year to which such Statement applies and identifying, with reasonable specificity, the components ("Components") of the Direct Expenses which Tenant wishes to review, the good faith grounds Tenant has for believing that the Components are overstated or computed incorrectly, and the records of Landlord reasonably relating to the Components that Tenant desires to review. Within a reasonable time after receiving a timely Review Notice (and, at Landlord's option, an executed commercially reasonable confidentiality agreement as described below), or as otherwise reasonably requested by Tenant (or required by Landlord shall deliver to Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or make available for inspection at a location reasonably designated by Landlord, copies of such records. Landlord shall make all pertinent records available for inspection at a location specified by Landlord in the San Francisco Bay Area, that are otherwise beyond reasonably necessary for Tenant to conduct its review. Such books and records may not be removed from Landlord’s reasonable control including minimum wage increases's offices, hereafter, “Controllable Operating Expenses”but Tenant shall have the right to copy the same. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: Within sixty (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (12060) days after receipt such records are made available to Tenant (the "Objection Period"), Tenant may deliver to Landlord written notice (an "Objection Notice") stating with reasonable specificity any objections to the amount of or inclusion of the statement of Components in the actual amount of Statement, in which event Landlord and Tenant shall work together in good faith to resolve Tenant’s Share for the preceding calendar year from Landlord, and 's objections. Tenant may not deliver more than one Review Notice or more than one Objection Notice with respect to such audit, any Expense Year used by Landlord for computing Direct Expenses. If Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver fails to give Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after Review Notice before the expiration of any applicable grace and/or cure period) of any the Review Notice Period or fails to give Landlord an Objection Notice before the expiration of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Objection Period, Tenant shall not postpone be deemed to have approved the Statement. If Tenant retains an agent to review Landlord's records, the agent must be a reputable certified public accountant (which accountant is a member of a reputable independent nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and has had previous experience in reviewing financial operating records of landlords of Comparable Buildings; provided that such accountant is not being compensated retained by Tenant on a contingency fee basis). Within No such audit may be performed by any person or entity who, within the last five (5) years, has performed any review or audit of Direct Expenses for any tenant in any part of the Project. Tenant shall be responsible for all costs of such review, except as expressly set forth below. The records and any related information obtained from Landlord shall be treated as confidential, and as applicable only to the Premises, by Tenant, its auditors, consultants, and any other parties reviewing the same on behalf of Tenant (collectively, "Tenant's Auditors"). Before making any records available for review, Landlord may require Tenant and Tenant's Auditors to execute a reasonable confidentiality agreement. Notwithstanding any contrary provision hereof, Tenant may not give any notice hereunder, examine Landlord's records or dispute any Statement Tenant is in default under this Lease beyond the expiration of any applicable notice and cure periods. If, for any Expense Year used by Landlord for computing Direct Expenses, the audit by Tenant's Auditors determines that the sum of Tenant's Share of Direct Expenses is less or more than the amount reported, Tenant shall receive a credit in the amount of its overpayment against Rent then or next due hereunder, or shall pay Landlord the amount of its underpayment with the Rent next due hereunder; provided, however, that if this Lease has expired or terminated and Tenant has vacated the Premises, Landlord shall pay Tenant the amount of Tenant's overpayment (less any Rent due), or Tenant shall pay Landlord the amount of Tenant's underpayment, within thirty (30) days after such determination. Further, in the event that such audit by Tenant’s receipt 's Auditors reveals that Tenant was over-charged by more than seven percent (7%) of aggregate Direct Expenses, then Landlord shall also promptly reimburse Tenant for the actual cost of performing the audit. In the event Landlord disputes the conclusion of such audit, Tenant must give notice Landlord may retain its own auditors to Landlord examine the aspects of such audit which it disputes. If the results of any disputed amounts such audit conducted by Landlord are in conflict with the results of Tenant's audit, and identify all items being contested in Landlord’s statement if the parties are unable to resolve such conflict within thirty (30) days of receipt of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such noticeresults of Landlord's audit, the dispute parties shall be resolved by an audit by submit the results to a major accounting firm third (3rd) auditor, who is mutually and reasonably acceptable to each of Landlord and Tenant and the cost who is an independent certified public accountant and whose compensation is split evenly between Landlord and Tenant. The findings of said joint audit such third (3rd) auditor shall be dispositive as between Landlord and Tenant and shall remain confidential. Notwithstanding anything to the contrary set forth above, Tenant's audit rights under this Section 4.8 shall be conditioned upon Tenant having paid the total amounts billed by Landlord for Direct Expenses within the non-prevailing partytime stipulated in above for payment (including, without limitation, the contested amounts). Any adjustment required as a result In no event shall this Section 4.8 be deemed to allow any review of any audit of Landlord's records by any subtenant of Tenant. Tenant agrees that this Section 4.8 shall be paid within 30 daysthe sole method to be used by Tenant to dispute the amount of any Direct Expenses payable or not payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.

Audit Right. In So long as Tenant is not in default under this Lease beyond any applicable cure periods, Tenant shall have the event right to have a certified public accounting firm, acting as Tenant’s agent, and with demonstrated experience in review of leasehold operating expenses (provided that any such 3rd party auditor shall provide such service on a non-contingency basis), examine, copy and audit Landlord’s books and records establishing the Controllable Operating Expenses (Costs for any year for a period of 180 days following the date that Tenant receives the Operating Cost Report for such year from Landlord. Tenant shall give Landlord not less than 15 days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at such place at the Building or such other location in Austin, Texas as defined below) increase Landlord routinely maintains such books and records. All costs of the examination and audit shall be borne by Tenant; provided however, for any Fiscal Year, if the audit shows that the Operating Cost Report being audited was overstated by more than three percent (35%) in any given Lease Year (as measured against , then Landlord shall pay the Controllable Operating Expenses reasonable cost of such audit. If, pursuant to the audit, the payments made for the immediately preceding Lease Year), or as otherwise reasonably requested such year by Tenant exceed Tenant’s required payment on account thereof for such year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Cost Share Rent (or required promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such year are less than Tenant’s business partners and/or applicable law)required payment as established by the examination and audit, then Tenant may shall pay the deficiency to Landlord within 30 days after conclusion of the examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of the Term. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under for any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit year within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of provided for by this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independentparagraph, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given no further right to challenge Landlord’s Operating Cost Report for such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Sharecalendar year.

Audit Right. In Provided Tenant is not in default hereunder, within one hundred eighty (180) days (the event “Audit Election Period”) after Landlord furnishes to Tenant the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in Annual Reconciliation Statement for any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Calendar Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law)may, then Tenant may audit at its expense and during Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g.normal business hours, electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order elect to audit Landlord’s Operating Expenses and Taxes for such Calendar Year (and the Base Year), subject to the following conditions: (1) the audit shall be prepared by an independent certified public accounting firm of recognized national or regional standing; (2) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (3) the audit shall commence within thirty (30) days after Landlord makes Landlord’s books and records available to Tenant’s auditor and information pertaining to Operating Expenses: shall conclude within ninety (i90) days after commencement; (4) the audit shall be conducted where Landlord maintains its books and records in the San Francisco Bay Area and shall not unreasonably interfere with the conduct of Landlord’s business; and (5) Tenant must give notice and its accounting firm shall treat any audit in a confidential manner. Tenant shall deliver a copy of such audit to Landlord within ten (10) business days of receipt by Tenant. After verification, Landlord shall credit any overpayment determined by the audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the audit report within thirty (30) days of determination. The foregoing obligations shall survive the expiration or earlier termination of the Lease. If Tenant does not give written notice of its election to undertake said audit within one hundred twenty (120) days after receipt of during the statement of Audit Election Period for a given Calendar Year, Landlord’s Operating Expenses and Taxes for the actual amount applicable Calendar Year shall be deemed approved. If Landlord disputes the results of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant Landlord may conduct an independent audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of some or all of Landlord’s Operating Expenses and only Taxes for the applicable Calendar Year, the Base Year, or both. If after Tenant gives receiving the results of its audit, Landlord fourteen (14) days’ advance written notice; (iii) still disputes the results of Tenant’s audit, then Landlord and Tenant shall deliver work in good faith to Landlord a copy resolve such dispute within thirty (30) days following Landlord’s delivery of the results of such Landlord’s audit to Tenant (the “Negotiation Period”). Should any dispute arising under this Section 4.4 not be resolved during the Negotiation Period, Landlord and Tenant shall agree upon a mutually acceptable independent certified public accounting firm of recognized national or regional standing to review the results of Landlord’s and Tenant’s audits to make a final determination hereunder. In the event Landlord and Tenant do not agree on a mutually acceptable independent accounting firm within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any the Negotiation Period, an independent accounting firm shall be selected by the mutual agreement of the terms auditing firms that conducted the original audits of this Lease; Tenant and Landlord hereunder. The third auditor selected shall, thereafter, review the previously conducted audits and conduct such further audit or agreed-upon procedures as may be necessary to determine Landlord’s Operating Expenses and Taxes for the applicable Calendar Year and the Base Year. The determination of the third auditor with respect thereto shall be binding upon Landlord and Tenant. The cost of such of such mutually agreed auditor shall be shared equally by Landlord and Tenant. After such final determination, Landlord shall credit any overpayment determined by the mutually agreed auditor’s report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (v30) No subtenant days of determination. Likewise, Tenant shall have pay Landlord any right to conduct an underpayment determined by the mutually agreed auditor’s report within thirty (30) days of determination. If the audit proves that Landlord’s calculation of Operating Expenses and Taxes for the Calendar Year under inspection was overstated by more than five percent (5%) in the aggregate, then, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and no assignee shall conduct an audit for any period during which such assignee was not in possession inspection fees applicable to the review of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within said Annual Reconciliation Statement within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Shareinvoice therefor.

Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within Within one hundred twenty eighty (120180) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt Statement by Tenant and no such audit shall be conducted ("Review Period"), if any other tenant of Tenant disputes the Building has conducted amount set forth in the Statement, Tenant's employees or an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant certified public accountant (which accountant is a copy member of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone a nationally or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable regionally recognized accounting firm which and is not being compensated by Tenant retained on a contingency fee basis), designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after expiration of all applicable cure periods and provided further that Tenant and such accountant or representative shall, and each of them shall use their commercially reasonable efforts to cause their respective agents and employees to, maintain all information contained in Landlord's records in strict confidence. Within Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount shall be made, at Tenant’s receipt 's expense, by an independent certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized accounting firm with experience auditing records of Landlord or landlords of Comparable Buildings, using sound real estate, management and accounting practices, consistently applied. Tenant's failure to deliver the Review Notice within the Review Period or to deliver the Dispute Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant's approval of such auditStatement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If Tenant must give notice timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant and the accountant to Landlord of any disputed amounts show Tenant and identify all items being contested the accountant the information upon which the certification is to be based. However, if such certification by the accountant proves that the Direct Costs charged to Tenant, as set forth in Landlord’s statement the Statement were overstated by more than five percent (5%), then the cost of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant accountant and the cost of said joint audit such certification shall be paid for by Landlord, provided that in no event shall Landlord be responsible for costs hereunder in excess of the non-prevailing partyamount of such overstatement. Any adjustment required Promptly following the parties' receipt of such certification, the parties shall make such appropriate payments or reimbursements, as a result the case may be, to each other, as are determined to be owing pursuant to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the amount of any audit shall be paid within 30 daysDirect Costs payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives any other rights at law or adjusted in the next installment(s) of Tenant’s Shareequity relating thereto.