Common use of Audit Rights Clause in Contracts

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 60 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is locatedlocated and shall not be compensated on a contingency fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 60 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantDuring each calendar quarter in which Royalties are due under Agreement and for a minimum of 18 months following the calendar quarter to which such records pertain, within 365 Coronado shall maintain, and shall require its Affiliates to maintain, books and records, consistent with sound business and accounting practices and in such form and in such detail as to enable the Revogenex, through an independent certified public accountant, to verify compliance with Applicable Law and the terms of this Agreement and any related agreement, including the amounts payable and other costs and financial information associated with Coronado’s duties under this Agreement. Upon the prior written request of Revogenex made at least 45 days after receiving Landlordin advance, but not more than once in each calendar year, the Coronado shall permit an independent certified public accounting firm selected by the Revogenex to have access, during normal business hours, to such of its records as may be reasonably necessary to verify the accuracy of payments, reports and the like made to Revogenex with respect to any calendar year ending not more than three (3) years prior to Revogenex’s statement request. Coronado shall provide reasonable cooperation with such accounting firm and shall not charge Revogenex for such cooperation. The accounting firm shall be bound by obligations of Expenses, confidentiality and may give Landlord written notice (“Review Notice”) that Tenant intends disclose Revogenex only whether the records are correct or not and the specific details concerning any discrepancies; otherwise the accounting firm shall be prohibited from disclosing any information obtained or generated in connection with such review to review Landlord’s records any other Person. All audit materials and reports shall be held in confidence and not used for any purpose except for enforcing this Agreement. Prompt adjustment shall be made for any errors disclosed by such examination. If said audit reveals underpayments or other material record-keeping errors in excess of 5% of the Expenses for amount actually due hereunder with respect to the calendar year to which the statement applies. Within a reasonable time after in question, Coronado will pay all costs associated with such audit or will reimburse Revogenex for all costs associated with such audit within 30 days of receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its reviewnotice setting forth such costs. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant Any underpayment shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 paid to Revogenex within 30 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the report that identifies such overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueunderpayment.

Audit Rights. TenantTenant may, within 365 one hundred eighty (180) days after receiving Landlord’s statement of ExpensesOperating Expenses or Taxes, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses or Taxes for the that calendar year to which and, if Tenant so chooses, the statement appliesCalendar Year immediately preceding and/or the Operating Expense Base Year and Tax Base Year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably by electronic files or in hard copy (which hard copies shall be provided at the Building and may, at Tenant’s expense, be copied). Such records shall set forth in reasonable detail the Operating Expenses or Taxes and shall include reasonable backup necessary for Tenant to conduct its review. If any , including the records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location previous calendar year or pay base year for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditcomparison. Within 90 one hundred eighty (180) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses or Taxes for that yearthe years under review. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses or Taxes and shall be barred from raising any claims regarding the Operating Expenses or Taxes for that yearyear if Tenant fails to give Landlord an Objection Notice within the 180 day period following the receipt of the statement for the next succeeding Calendar Year or fails to provide Landlord with a Review Notice within the applicable 180 day period described above. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. In the event Landlord and Tenant are unable to reach a mutual determination of the issues, Tenant shall have the right to have professional auditors conduct a review of Landlord’s books and records relating to Operating Expenses or Taxes incurred during the period. Such professional auditors may not, however, be engaged on a contingent fee basis. Such an audit may occur not more often than once in a year; shall be conducted within twelve (12) months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of the statement of Operating Expenses and Taxes (and the other documentation to which Tenant is entitled as set forth above) for the period being audited; shall be conducted during regular business hours of Landlord’s property manager at its office in the Boston, Massachusetts metropolitan area; provided, however, so long as Simon Property Group, Inc. or an affiliate is the property manager of the Building and the Building is owned by an entity in which an affiliate of Simon Property Group has an economic interest, such audit must be conducted in the Indianapolis, Indiana office of Landlord. Such audit shall occur on the date requested by Tenant which shall be on not less than fifteen (15) business days’ notice from Tenant to Landlord and may be deferred by Landlord, by notice to Tenant given at least ten (10) business days before the date proposed by Tenant, for up to one (1) month to a date convenient to Landlord’s property manager and Tenant. Landlord shall be provided with a copy of such third-party audit. If Landlord and Tenant determine without a third party audit, or if such audit demonstrates, that Operating Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Operating Expenses or Taxes for the calendar year are greater than reported, or if the audit so demonstrates, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. In addition, if as a result of an audit, Operating Expenses or Taxes are found to be overstated by more than five percent (5%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit, not to exceed $15,000.00, plus, if applicable, reasonable travel costs to Indianapolis for necessary auditing staff. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Operating Expenses or Taxes unless Tenant has paid and continues to pay during the period of the audit all Rent when due.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord Upon thirty (30) days’ written notice and not more frequently than once in any twelve month period, the Trusts or their designee may, subject to BNY Mellon’s reasonable security and confidentiality requirements, inspect and/or conduct site visits to (“Review Notice”i) review and assess relevant independent SOC 1 audits provided by BNY Mellon evaluating BNY Mellon’s processes and controls for procedures relevant to the services, (ii) review and assess summaries of BNY Mellon’s or a BNY Mellon Affiliate’s disaster recovery and business continuity plans, and (iii) review and assess BNY Mellon’s or a BNY Mellon Affiliate’s compliance with this Agreement including, without limitation, the assessment of fees and possible overpricing and overcharging and the allocation of income and proceeds to the Funds. BNY Mellon agrees to cooperate with the Trust’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably disrupt BNY Mellon’s ability to provide services to other clients in the course of its normal business. Costs of any audits conducted under the authority of this right to audit and not addressed elsewhere will be borne by the Trust unless certain exemption criteria are met. Any adjustments and/or payments that Tenant intends must be made as a result of any such audit or inspection of BNY Mellon’s invoices and/or records, including for any overpricing or overcharging by BNY Mellon, shall be made within a reasonable amount of time (not to review Landlord’s records exceed 90 days) from presentation of the Expenses Fund’s findings to BNY Mellon. BNY Mellon shall not be entitled to reimbursement or repayment by a Trust, a Fund or its affiliate for the calendar year any costs or expenses incurred as a result of their efforts to which the statement appliescomply with obligations under this Section 22. Within a reasonable time after receipt of the Review Notice, Landlord BNY Mellon shall make all pertinent not be required to provide access to any systems or data or records available for inspection that are reasonably necessary for Tenant not directly related to conduct its review. If any records are maintained at a location other than the management office for provision of services to the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying Funds and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant such reviews include any systems, data or other information relating to other clients of BNY Mellon or any proprietary or confidential information of BNY Mellon or require BNY Mellon to disclose any information that would or might result in the waiver of any attorney-client privilege or other confidentiality privilege. Any such review shall not unreasonably disrupt the BNY Mellon’s ability to provide services to other clients in the course of its normal business. The Funds and their internal and external professional advisors shall be permitted required to examine Landlordcomply with BNY Mellon’s records or reasonable security requirements. Upon BNY Mellon’s reasonable request, prior to dispute any statement access to BNY Mellon’s personnel, agents, consultants, contractors, subcontractors, data, facilities and systems, each such person shall be required to sign a confidentiality agreement with BNY Mellon that requires such person to meet the reasonable confidentiality requirements of Expenses unless Tenant has paid and continues to pay all Rent when dueBNY Mellon.

Audit Rights. Tenant, Every statement given by Landlord pursuant to Section 4.3 shall be conclusive and binding upon Tenant unless within 365 120 days after receiving the receipt of such statement Tenant shall notify Landlord that it disputes the correctness thereof. During the period of 120 days after receipt of Landlord’s statement Statement, Tenant’s advisor (which must be a real estate professional who is in the business of reviewing reconciliation statements on behalf of third party tenants) or certified public accountant which, in either case, is not compensated on a contingency basis may, for the purpose of verifying the Common Area Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s inspect the records of the Expenses material reflected in Landlord’s Statement, including such materials and statements for the calendar year to which the statement applies. Within previous years, as applicable, at a reasonable time mutually-agreeable to Landlord and Tenant. Such material shall include but not be limited to the general ledger of the Common Area Expenses on a line item basis. The audit shall be concluded within thirty (30) days of the commencement of such audit and Tenant shall provide Landlord with the results of such audit within sixty (60) days of the conclusion of such audit. The parties recognize the confidential nature of Landlord’s books and records and hence agree that before Landlord shall afford Tenant’s advisor or its certified public accountant reasonable access to Landlord’s books and records, including the copying of said material in order to complete a thorough analysis of the expenses, Tenant and its advisor or certified public accountant shall enter into a confidentiality agreement in form and substance reasonably satisfactory to Landlord, whereby Tenant and its advisor or certified public accountant shall agree, as a condition precedent to their review of such books and records, not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Failure of Tenant to challenge any item in Landlord’s Statement within one hundred twenty (120) days after Tenant’s receipt of Landlord’s Statement shall be construed as a waiver of Tenant’s right to challenge such item for such year and such determination shall be conclusive for both Landlord and Tenant. In the Review Noticeevent Tenant’s audit of Landlord’s Statement discloses discrepancies, Tenant shall disclose the results of such audit to Landlord. Landlord shall have a period of thirty (30) days to review Tenant’s audit reports and determine if Landlord disputes such reports. If Landlord disputes the results of Tenant’s audit reports, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice of such disputes within such thirty (an “Objection Notice”30) stating in reasonable detail any objection to Landlord’s statement of Expenses for that yearday period. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in disagreements resulting from Tenant’s Objection Noticeaudit. If Landlord and Tenant cannot resolve such disputes within thirty (30) days of the date Landlord gives notice to Tenant of Landlord’s dispute, either party may refer the decision of the issues raised, if any, to a reputable, nationally-recognized independent firm of certified public accountants (or other organization whose core competency is deemed to be within this specialty area) selected by Tenant and reasonably approved by Landlord. The selected firm shall be deemed to be acting as an expert and not as an arbitrator, and a determination signed by the selected expert shall be final and binding on both Landlord and Tenant. Landlord shall afford such accountants/specialists reasonable access to Landlord’s books and records to the extent such accountants/specialists deem necessary in order to reach their decision. In connection therewith, Tenant and such accountants/specialists shall execute and deliver to Landlord a confidentiality agreement, in form and substance reasonably satisfactory to Landlord, whereby such parties shall agree not to disclose any of the information disclosed in connection with such review to any third party (subject to standard nondisclosure exceptions, including without limitation, disclosures ordered by a court or otherwise required to comply with applicable law). Notwithstanding the foregoing, in the event such certified public accountant/specialists shall determine that Expenses Landlord’s Statement for the calendar subject year are less than reportedor any previous years, if applicable, has overcharged Tenant for Common Area Expenses (and such determination is not successfully challenged by Landlord), then Landlord shall provide refund or credit to Tenant with a credit against the next installment of Rent in the amount of the overpayment overcharge. If such audit shall determine that Landlord has overstated actual Common Area Expenses by Tenant. Likewisemore than five percent (5%), Landlord shall, in addition, reimburse Tenant for the reasonable out-of-pocket expenses incurred by Tenant in connection with such audit (including the out of pocket costs of retaining its advisor) and, if Landlord and Tenant applicable, expert review. If such audit and, if applicable, expert review, shall determine that (1) Landlord has not overstated actual Common Area Expenses, or (2) has overstated actual Common Area Expenses for the calendar year are greater by less than reportedfive percent (5%) then, Tenant shall pay Landlord the amount costs of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement such audit (including the out of Expenses unless Tenant has paid and continues to pay all Rent when duepocket costs of retaining its advisor) and, if applicable, the expert review.

Audit Rights. Tenant, within 365 Not later than 120 days after of receiving Landlord’s statement of ExpensesOperating Cost Statement, Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses Operating Costs for the calendar year Lease Year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is locatedState. Tenant shall be is solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses Operating Cost Statement for that yearLease Year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord with a Review Notice within the 365 120-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses Operating Cost Statement and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 daysLease Year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses Operating Cost Statement unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 sixty (60) days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, unless such audit reveals an overcharge of more than five percent (5%), in which case Landlord shall pay for the reasonable costs of the audit. Within 90 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantLender shall have the right, not more often than once each year, to audit Huntington Additional Payment Borrowers’ records of Gross Receipts, but only for the purpose of ascertaining the amount of Gross Receipts during the preceding Loan Year. Such audit shall be made on behalf of Lender by a certified public accountant to be selected by Lender. If Lender wishes to audit Huntington Additional Payment Borrowers’ records for any Loan Year, Lender shall notify Huntington Additional Payment Borrowers and proceed with such audit within 365 days 12 months after receiving Landlord’s the end of the Loan Year in question. Should Lender fail to exercise the right to audit the records of Huntington Additional Payment Borrowers within 12 months after the end of any Loan Year, then Lender shall have no further right to audit the records of Huntington Additional Payment Borrowers for such Loan Year, and Huntington Additional Payment Borrowers’ statement of ExpensesGross Receipts for such Loan Year shall conclusively be deemed to be correct. Any such audit by Lender shall be at Lender’s own expense, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 reviewexcept as hereinafter provided. If any records are maintained at such audit discloses that Huntington Additional Payment Borrowers have understated the Gross Receipts for such Loan Year by more than 3% and Lender is entitled to any additional Annual Additional Payment as a location other than result of such understatement, then Huntington Additional Payment Borrowers shall promptly pay to Lender the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the such audit. Within 90 days after the records are made available to TenantHuntington Additional Payment Borrowers shall, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described aboveevent, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord Lender the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duedeficiency in Annual Additional Payment.

Audit Rights. Tenant, within 365 Within 60 days after receiving Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s statement Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord makes Landlord’s books and records available to Tenant’s auditor and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; (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 audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. This paragraph shall not be construed to limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. Landlord shall credit any overpayment determined by the final approved audit report against the next Rent due and owing by Tenant or, may if no further Rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give Landlord written notice (“Review Notice”) that of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant intends shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be available to any subtenant under a sublease of the Premises. If the audit proves that Landlord’s records calculation of the Operating Expenses for the calendar year under inspection was overstated by more than five percent (5%), then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to which the review of said calendar year statement applies. Within a reasonable time within thirty (30) days 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueinvoice therefor.

Audit Rights. TenantSpectRx shall have the right to verify, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord at its expense and not more frequently than twice per year and upon not less than thirty (30) days' prior written notice (“Review Notice”) that Tenant intends to review Landlord’s records Healthdyne, the accuracy of the Expenses for accounting reports and Royalty payments provided by Healthdyne hereunder, through inspection of Healthdyne's pertinent records and books of accounts maintained in the calendar year ordinary course of business. Such audit shall be conducted by a certified public accountant (the "CPA") chosen by SpectRx in its reasonable discretion, and which CPA is reasonably acceptable to which Healthdyne. If the statement appliesCPA determines that Healthdyne has overpaid SpectRx, SpectRx will promptly repay Healthdyne. Within a reasonable time after If the CPA determines that Healthdyne has underpaid SpectRx, Healthdyne shall have sixty (60) days from receipt of notice of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant alleged underpayment to conduct its reviewinvestigate and review the alleged underpayment. If Healthdyne concurs that there has been an underpayment, Healthdyne shall promptly pay SpectRx the amount of any records are maintained at a location other than the management office for the Buildingsuch underpayment. In such event, Tenant may either inspect the records at such other location or SpectRx shall pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred of the CPA unless (i) Healthdyne has underpaid SpectRx, and (ii) the amount of such underpayment exceeds five percent (5%) of the amount actually due to SpectRx for the auditperiod audited, in which event the CPA's costs, fees and expenses shall be paid by Healthdyne. Within 90 days after If Healthdyne does not concur with the records are made available CPA's determination, the matter will be sent to Tenantbinding arbitration in accordance with the rules set forth as Exhibit H, Tenant provided, however, the arbitrator shall be a CPA from an agreed upon national accounting firm which is not affiliated with either party and is reasonably satisfactory to each party. Each party shall pay its own costs in arbitration. Healthdyne shall have the right to give Landlord verify, at its expense and not more frequently than twice per year and upon not less than thirty (30) days prior written notice to SpectRx, the accuracy of the accounting records reported to Healthdyne by SpectRx hereunder, through inspection of SpectRx's pertinent records and books of accounts (an “Objection Notice”including but not limited to product costs) stating maintained in the ordinary course of business. Such audit shall be conducted by a certified public accountant (the "CPA") chosen by Healthdyne in its reasonable detail any objection discretion, and which CPA is reasonably acceptable to Landlord’s statement of Expenses for that yearSpectRx. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described aboveCPA determines that Healthdyne has underpaid SpectRx, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearHealthdyne will promptly pay SpectRx such amount. If Tenant provides Landlord with a timely Objection Noticethe CPA determines that Healthdyne has overpaid SpectRx, Landlord SpectRx shall have sixty (60) days from receipt of notice of the alleged overpayment to investigate and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Noticereview the alleged overpayment. If Landlord SpectRx concurs that there has [*] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Tenant determine that Expenses for Exchange Commission. Omitted portions have been filed separately with the calendar year are less than reportedCommission. been an overpayment, Landlord SpectRx shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall promptly pay Landlord Healthdyne the amount of any underpayment within 30 dayssuch overpayment. The records obtained by Tenant In such event, Healthdyne shall pay all costs, expenses and fees of the CPA unless (i) Healthdyne has overpaid SpectRx, and (ii) the amount of such overpayment exceeds five percent (5%) of the amount actually due to SpectRx for the period audited, in which event the CPA's costs, fees and expenses shall be treated paid by SpectRx. If SpectRx does not concur with the CPA's determination, the matter will be sent to binding arbitration in accordance with the rules set forth as confidentialExhibit H; provided, however, the arbitrator shall be a CPA from an agreed upon national accounting firm which is not affiliated with either party and is reasonably satisfactory to each party. In no event Each party shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueits own costs in arbitration.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) Provided that Tenant intends timely delivers an Expense Claim to Landlord, Tenant’s CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, upon at least thirty (30) days’ prior notice to Landlord, at any time during regular business hours, to review and photocopy Landlord’s records of the pertaining to Expenses for the calendar year immediately preceding Computation Year only (and the Base Year, but as to which the statement applies. Within a reasonable Base Year, only one (1) time after receipt of during the Review NoticeTerm), Landlord shall make all pertinent records available for inspection that are and only to the extent reasonably necessary for Tenant to conduct its reviewevaluate the Expense Claim. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost The inspection of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent records must be with a CPA firm licensed to do completed within ten (10) business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the such records are made available to Tenant’s CPA, Tenant shall have and the right written determination of Tenant’s CPA must be delivered to give Landlord written notice within six (an “Objection Notice”6) stating in reasonable detail any objection to Landlordmonths after Tenant’s statement receipt of Expenses for that yearthe applicable Annual Statement. If Tenant fails to give Landlord an Objection Notice deliver the written determination of Tenant’s CPA within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described abovesaid six (6) month period, Tenant shall be deemed forfeit any right to have approved claim a refund, rebate, or return of Expenses set forth in the applicable Annual Statement. Any certified public accountant engaged by Tenant (“Tenant’s CPA”) to inspect Landlord’s statement of Expenses records shall not be compensated on a contingency basis, in whole or in part, and shall be barred from raising any claims regarding subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. If, following the Expenses for that year. If date Landlord receives the written report of Tenant’s CPA (the “Report Date”), Landlord disputes the findings therein, and Landlord and Tenant provides Landlord with a timely Objection Noticeare not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, who shall in good faith turn jointly select an independent certified public accountant (the “Independent CPA”). Within sixty (60) days after selection, the Independent CPA shall review the relevant records relating to resolve any issues raised in Tenant’s Objection NoticeExpense Claim and determine the proper amount payable by Tenant, which determination shall be final and binding upon the parties. If the Independent CPA determines that the amount of Expenses billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the Independent CPA’s decision, without interest. The fees and costs of the Independent CPA shall be paid by Tenant unless the Independent CPA determines that Landlord and Tenant determine that has overstated Expenses for the calendar year are less applicable Computation Year, in the aggregate, by more than reportedfive percent (5%), in which case Landlord shall provide pay the fees and costs of the Independent CPA and the actual and reasonable costs of Tenant’s CPA. Tenant shall keep all information obtained by Tenant in connection with a credit against its review of Landlord’s records confidential and obtain the next installment agreement of Rent in Tenant’s CPA and the Independent CPA to keep all such information confidential. Landlord may condition inspection of Landlord’s records by Tenant’s CPA or the Independent CPA upon receipt of an executed confidentiality agreement acceptable to Landlord. Tenant agrees that Tenant’s sole right to inspect Landlord’s books and records and to contest the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained payable by Tenant shall be treated as confidential. In no event shall set forth in this Paragraph 4(h), and Tenant be permitted hereby waives any and all other rights pursuant to examine Landlord’s Laws to inspect such books and records or and/or to dispute any statement contest the amount of Expenses unless Tenant has paid and continues to pay all Rent when duepayable by Tenant.

Audit Rights. Tenant, within 365 days after receiving If Tenant desires to audit Landlord’s statement determination of Expensesthe actual amount of Tenant’s Share of Expenses for any calendar year, may give Tenant must deliver to Landlord written notice of Tenant’s election to audit within 12 months after Landlord’s delivery of Landlord’s Statement under Section 3.5. 1. If such notice is timely delivered, Tenant (“Review Notice”but not any subtenant) that Tenant intends may, at Tenant’s sole cost and expense, cause a reputable certified public accountant or other appropriate, reputable professional to review audit Landlord’s records of the Expenses for the calendar year relating to which the statement appliessuch amounts. 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 any records are maintained Such audit will take place during regular business hours at a time and place reasonably acceptable to Landlord (which may be the location other than where Landlord or Property Manager maintains the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the applicable records). If Tenant retains an agent Tenant’s election to review audit Landlord’s records, determination of Tenant’s Share of Expenses is deemed withdrawn unless Tenant completes and delivers the agent must be with a CPA firm licensed audit report to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within Landlord within 90 days after the date Tenant delivers its notice of election to audit to Landlord under this Section, except to the extent that any such failure to complete the audit report within such time period results from Landlord’s failure to make its records are made relating to Tenant’s Share of Expenses available to Tenant and its designated accountant or consultant within a time frame that reasonably enables Tenant to cause the completion of such audit report within such 90-day period. If the audit report shows that the amount Landlord charged Tenant for Tenant’s Share of Expenses was greater than the amount this Article 3 obligates Tenant to pay, unless Landlord reasonably contests the audit by delivering written notice of such dispute to Tenant within 60 days after Landlord’s receipt of the audit report from Tenant, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at the Maximum Rate from the date Tenant shall have the right to give Landlord written delivers its dispute notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord), within 30 days after Landlord receives a copy of the audit report. If the audit report shows that the amount Landlord charged Tenant for Tenant’s statement Share of Expenses was less than the amount this Article 3 obligates Tenant to pay, Tenant will pay to Landlord, as Additional Rent, the difference between the amount Tenant paid and the amount determined in the audit. Pending resolution of any audit under this Section, Tenant will continue to pay to Landlord all estimated amounts of Tenant’s Share of Expenses in accordance with Section 3.1. In addition, if Tenant’s audit discloses that Landlord overcharged Tenant for that yearTenant’s Share of Expenses by more than 5%, then Landlord will pay Tenant’s reasonable, third party out-of-pocket costs for the audit, not to exceed 10% of the overcharged amount. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described aboverequested by Landlord, Tenant shall be deemed will execute a reasonable and customary confidentiality agreement prior to have approved Landlordconducting any audit of Tenant’s statement Share of Expenses and shall be barred from raising any claims regarding the Expenses for that yearExpenses. If Landlord timely disputes any audit report of Tenant provides Landlord with a timely Objection Noticeas aforesaid, then Landlord and Tenant shall will work together in good faith diligently to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duesame.

Audit Rights. Tenant, within 365 one hundred twenty (120) days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time thirty (30) days 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm or another qualified professional licensed to do business in the state Commonwealth of Massachusetts; provided, however, that no examiner or commonwealth where the Property is locatedagent of Tenant shall be retained on a contingent fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day ninety- (90)-day period or fails to provide Landlord with a Review Notice within the 365 day one hundred twenty (120) -day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than four percent (4%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. This Exhibit is attached to and made a part of the Lease by and between NORMANDY ▇▇▇▇▇▇▇▇▇ ROAD, LLC, a Delaware limited liability company, (“Landlord”) and OXFORD IMMUNOTEC, INC., a Delaware corporation, (“Tenant”) for space in the Building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Marlborough, Massachusetts 01752.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to examine, copy and audit Landlord’s books and records establishing Operating Expenses for any Operating Year for a period of one (1) year following the date that Tenant receives the statement of Operating Expenses for such Operating Year from Landlord. Tenant shall give Landlord written not less than thirty (30) days’ prior notice of its intention to examine and audit such books and records, and such examination and audit shall take place at such place within the continental United States as Landlord routinely maintains such books and records, unless Landlord elects to have such examination and audit take place in another location designated by Landlord in the city and state in which the Property is located. Any such audit shall be conducted by a certified public accountant, and all costs of the examination and audit shall be borne by Tenant; provided, however, that if such examination and audit establishes that the actual Operating Expenses for the Operating Year in question are less than the amount set forth as the annual Operating Expenses on the annual statement delivered to Tenant by at least five percent (5%), then Landlord shall pay the reasonable costs of such examination and audit. If, pursuant to the audit, the payments made for such Operating Year by Tenant exceed Tenant’s required payment on account thereof for such Operating Year, Landlord shall credit the amount of overpayment against subsequent obligations of Tenant with respect to Operating Expenses (or promptly refund such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord); but, if the payments made by Tenant for such Operating Year are less than Tenant’s required payment as established by the examination and audit, Tenant shall pay the deficiency to Landlord within thirty (30) days after conclusion of the examination and audit, and the obligation to make such payment for any period within the Term shall survive expiration of the Term. Tenant shall be required to deliver to Landlord a copy of its contract with its auditor and a copy of all reports produced by its auditor, and Tenant shall not be permitted to engage an “Objection Notice”) stating in reasonable detail auditor which is paid on a contingency or percentage basis. If Tenant does not elect to exercise its right to examine and audit Landlord’s books and records for any objection Operating Year within the time period provided for by this paragraph, Tenant shall have no further right to challenge Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueOperating Expenses.

Audit Rights. Tenant, within 365 120 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm (or other nationally recognized lease auditing firm) licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, but in no event shall the firm performing such audit be compensated on a percentage basis. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. If Tenant shall timely dispute Expenses and/or Taxes, and if such dispute is not resolved between Landlord and Tenant within thirty (30) days after notice of such dispute from Tenant, then Tenant may refer such disputed item or items to the Boston office of the American Arbitration Association, and the determination of such arbitration, using Real Estate Industry Arbitration Rules shall be final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such arbitration, unless it is determined that Landlord’s original calculation of the amount of Adjustment Rent was overstated by more than five percent (5%), in which event Landlord shall pay all costs of such arbitration and shall refund to Tenant the amount of such overstatement.

Audit Rights. Landlord shall have the right up to twice per annum (provided, however, such limitation shall apply if Landlord finds a material discrepancy in Tenant's books of account and records during its previous inspection and/or audit), within 365 days after receiving Landlord’s statement upon at least fifteen (15) days' reasonable advance written notice, to inspect and audit all of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s the books of account and records of Tenant (including the Expenses for the calendar year books of account and records of any subtenant, licensee or concessionaire) required to which the statement appliesbe kept pursuant to Section 5.4. Within a reasonable time after receipt of the Review Notice, Landlord Tenant shall make all pertinent the books of account and records available for inspection that are reasonably necessary for and audit by Landlord's representatives at the Premises or at a business office of Tenant in Los Angeles County during regular business hours. In addition, upon request of Landlord, Tenant shall furnish to conduct its reviewLandlord a copy of Tenant's state and local sales and use tax returns, and all taxing authority audit reports, delinquency notices, and the like pertaining thereto, and, at Landlord's request, shall obtain copies of the foregoing from the taxing authorities. Any information gained from such statement or inspection shall be confidential and shall not be disclosed other than to carry out the purpose hereof, provided, however, Landlord shall be permitted to divulge the contents of any such statement in connection with any contemplated sales, transfers, assignments, encumbrances or financing arrangements of Landlord's interest in the Premises or in connection with any administrative or judicial proceedings in which Landlord is involved where Landlord may be required to divulge such information. If it shall be determined as a result of such audit that there has been a deficiency in the payment of Percentage Rental, then such deficiency shall become immediately due and payable with interest at the Lease Rate from the date when said payment should have been made. In addition, if Tenant understates Gross Sales by more than [***], and if Landlord is entitled to any additional Percentage Rental as a result of said understatement, or if such audit shows that Tenant has failed to maintain the books of account and records are maintained at a location other than required by Section 5.4 so that Landlord is unable to verify the management office for the Buildingaccuracy of Tenant's statement, then Tenant shall pay to Landlord all reasonable costs and expenses (including reasonable auditors' and attorneys' fees and costs) which may either inspect the records at be incurred by Landlord in conducting such other location or pay for the reasonable cost audit and collecting such underpayment if any and implement such corrective measures as may be required by Landlord to maintain accurate books of copying account and shipping the records. If Tenant retains an agent to review Landlord’s recordsintentionally understated Gross Sales, the agent must be with a CPA firm licensed to do business then, in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection addition to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice's aforesaid rights, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duemay terminate this Lease.

Audit Rights. Tenant, within 365 Within one hundred eighty (180) days after receiving Landlord furnishes a statement of actual Tenant Costs for any calendar year (the “Audit Election Period”), Tenant may, at its expense or Landlord’s statement expense as specified below, elect to audit Tenant Costs for such calendar year only, subject to the following conditions: (i) there is no uncured Event of ExpensesDefault under this Lease; (ii) the audit shall be prepared by an independent certified public accounting firm of reputable local, may give regional or national standing; (iii) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (iv) the audit shall commence within thirty (30) days after Landlord written notice makes Landlord’s books and records available in Austin, Texas to Tenant’s auditor and shall conclude within sixty (“Review Notice”60) that days after commencement; (v) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord makes its books and records available in Austin, Texas, and shall not unreasonably interfere with the conduct of Landlord’s business; (vi) Tenant intends and its accounting firm shall treat any audit in a confidential manner and shall each execute a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (vii) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. Landlord shall have a period of ten (10) days after its receipt of the draft form to review the draft and provide its reasonable written comments, if any, to Tenant. If Tenant does not receive Landlord’s records reasonable written comments within the ten (10) day time period, Tenant shall have no obligation to incorporate Landlord’s comments into the final audit report. In the event Tenant’s audit discloses overcharges of Tenant Costs made during the Expenses prior calendar year which, when totaled, establish that the sum overcharged to and paid by Tenant for the calendar year covered by such audit exceeds five percent (5%) of the actual (as distinguished from estimated) amount of Tenant’s Proportionate Share of Tenant Costs, Landlord shall pay up to which $4,000.00 of Tenant’s actual out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to the statement applies. Within a reasonable time review of Tenant Costs for said calendar year within twenty (20) days after receipt of the Review NoticeTenant’s invoice therefor. This paragraph shall not be construed to limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to pay Rent when due, including estimated Tenant Costs. Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If credit any records are maintained at a location other than overpayment determined by the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have final approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within thirty (30) days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within 30 daysthirty (30) days of determination. The records obtained by foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Tenant Costs during the Audit Election Period, Tenant Costs for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the Tenant named in this Amendment and to any assignee under a Permitted Transfer (defined below) and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord’s records or to dispute any statement subtenant under a sublease of Expenses unless Tenant has paid and continues to pay all Rent when duethe Premises.

Audit Rights. Tenant, within 365 Not later than 120 days after of receiving Landlord’s statement of ExpensesOperating Cost Statement, Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses Operating Costs for the calendar year Lease Year to which the statement applies. Within a reasonable time ten (10) business days 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. , If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state State. No audit may be conducted wholly or commonwealth where the Property is locatedpartially on a contingent fee basis. Tenant shall be is solely responsible for all costs, expenses and fees incurred for the audit, unless the Operating Costs were overstated by more than 5% in which case Landlord shall pay the reasonable out-of-pocket cost of the audit. Within 90 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses Operating Cost Statement for that yearLease Year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord with a Review Notice within the 365 120-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses Operating Cost Statement and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 daysLease Year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses Operating Cost Statement unless Tenant has paid and continues to pay all Rent when dueshall not be in default under this Lease.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 or its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant representative shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to examine Landlord’s books and records with respect to the reconciliation of the Additional Rent (including Real Estate Taxes) for the prior calendar year set forth in Landlord’s expense statement during normal business hours at any time, upon not less than ten (10) business days prior notice, within one (1) year following the delivery by Landlord to Tenant of an itemized statement of Expenses for that yearOperating Expenses. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described abovetimely exercises such examination right, Tenant then such reconciliation shall be deemed considered final and accepted by Tenant unless Tenant notifies Landlord of any objections to have approved said reconciliation within thirty (30) days after its examination of Landlord’s statement of Expenses book and shall be barred from raising any claims regarding the Expenses for that yearrecords. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained Any objection sent by Tenant shall specify, in reasonable detail, the respects in which said reconciliation is claimed to be treated as confidentialincorrect. If Tenant’s examination shows that the amount Landlord charged Tenant for Additional Rent or real estate taxes was greater than the amount Tenant was obligated to pay, then, unless Landlord reasonably contests the results of Tenant’s examination, Landlord will refund the excess amount to Tenant within ten (10) days after Landlord receives a copy of the examination report. In no event addition, if the examination report shows that the amount Landlord charged for Additional Rent or real estate taxes (as the case may be) exceeds the actual amount of Additional Rent or real estate taxes for which Tenant was obligated to pay by more than five percent (5%), then Landlord shall also pay all fees and expenses incurred in connection with such examination, including without limitation the reasonable fees and expenses of the person or entity Tenant be permitted used to examine Landlord’s records or conduct the examination. If the examination shows that the amount Landlord charged Tenant for the Additional Rent was less than the amount Tenant was obligated to dispute any statement of Expenses unless pay, Tenant, within ten (10) days after receiving the examination report, shall pay to Landlord the difference between the amount Tenant has paid and continues to pay all Rent when duethe amount stated in the examination report.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses and Taxes for that year’s statement of Expenses. For purposes of clarity, Tenant shall have the calendar one time right each year of the term to which the statement appliesreview each year as long as proper notice as been provided as outlined above. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, period. Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses or Taxes for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review NoticeNotice (not to exceed 30 days), Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 This work letter (“Work Letter”) is attached to and made a part of the Lease by and between CA-PARKSIDE TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and QUINSTREET, INC., a California corporation (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease. 1. Landlord shall perform improvements to the Premises in accordance with the plans prepared by API Design, Inc. dated May 28, 2003 (the “Plans”), which are attached hereto as Exhibit C-1. The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the “Landlord Work.” It is agreed that construction of the Landlord Work will be completed at Landlord’s sole cost and expense (subject to the terms of Section 2 below) using Building standard methods, materials and finishes, which standards are attached hereto as Exhibit C-2. If any finishes or materials specified in the Landlord Work are or become unavailable or have long lead times that would delay Landlord’s completion of the Landlord Work, Landlord and Tenant shall work together in good faith to select alternative finishes or materials to allow Landlord to complete the Landlord Work in a timely manner. Landlord shall enter into a direct contract for the Landlord Work with Venture Builders as general contractor. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord’s supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant’s use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture, appliances and equipment). 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant’s sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the Landlord Work, if any, resulting from such revisions to the Plans. Tenant, within one Business Day, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. . If such revisions result in an increase in the cost of Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord. 3. In addition to the Landlord Work, Landlord shall construct a shower facility on the 5th floor of the East Tower, as more fully described in those certain Plans prepared by API Design, Inc. dated May 13, 2003 (the “Shower Facility”) at Landlord’s sole cost and expense using Building Standard methods, materials and finishes. Landlord shall enter into a direct contract for the Landlord Work with Venture Builders as general contractor. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord shall use reasonable efforts to complete the Shower Facility by November 1, 2003, but any delay in the completion of the Shower Facility or inconvenience suffered by Tenant during the construction of the Shower Facility shall not delay the Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 4. This Work Letter shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. {QuinStreet, Inc. -6-00004264.} May 30, 2003 Matter ID Number: 7329 {QuinStreet, Inc. -5-00004264.} May 29, 2003 Matter ID Number: 7329 C1 CARPET MFG: ▇▇▇▇▇▇▇ PAINT MFG: ICI STYLE: CYBERWEAVE P1 GENERAL COLOR: SWISS COFFEE COLOR: SILVER ▇▇▇▇ NUMBER: 2012 NUMBER: W019-3770 C2 CARPET MFG: ▇▇▇▇▇▇▇ PAINT MFG: ICI STYLE: CAMDEN P2 ACCENT COLOR: AMISH LINEN COLOR: EARTH MNERAL NUMBER: 563 NUMBER: W310-3887 C2 CARPET MFG: ▇▇▇▇▇▇▇ MFG: ICI STYLE: SPECTRUM II PAINT COLOR: ABBEY CREAM COLOR: FAWN P3 ACCENT NUMBER: 484 NUMBER: B5117-862 WEIGHT: 36 OZ. RT1 MFG: ▇▇▇▇▇▇▇▇▇ MFG: NEVAMAR RESILIENT STYLE: STONETEX EXCELON LP1 LAMINATED STYLE: TEMPERA TEXTURED TILE COLOR: SANDSTONE TAN PLASTIC COLOR: OCHRE NUMBER: 52143 NUMBER: TM–2–IT SIZE: 12” X 12” RB1 MFG: ▇▇▇▇▇ MFG: NEVAMAR RESILIENT STYLE: 4” TOPSET LP2 LAMINATED STYLE: SHIBORI TEXTURED BASE COLOR: BEIGE PLASTIC COLOR: MAIZE NUMBER: 203 NUMBER: SH–2–2T {QuinStreet, Inc. -5-00004264.} May 30, 2003 Matter ID Number: 7329 May 27, 2003 ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Equity Office Properties 2929 Campus Drive, Suite 125 San Mateo, CA 94403 Dear ▇▇▇▇▇: We are pleased to submit the Budget Price for QuinStreet at the 8th floor of 10▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. This pricing is based on a space plans dated May 6, 2003 and are further qualified as follows: 1. Price includes: a) One time lobby/elevator protection b) Barricades/Traffic control c) General Labor d) Concrete pad on roof. 1. Price includes: a) All millwork is figured to be plastic laminate. b) Break Room Upper and lower cabinets with countertop. c) Coffee Bar Upper and lower cabinets with countertop. d) Copy/mail/Storage upper and lower cabinets with countertop. e) Phone Room counters 1. Price includes: a) All wood doors to be flush plain sliced white maple with a clear finish.

Audit Rights. TenantMobility agrees to make and maintain such books, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that and accounts as are reasonably necessary to verify the accuracy of the Commissions payments made to Sales Rep. Mobility agrees that it will, at the sole expense of Sales Rep, permit Sales Rep's auditors to have reasonable access to Mobility's business records and books of account, upon at least five (5) business days' prior notice and no more than once during each fiscal year, during Mobility's normal business hours for Tenant the purpose of determining whether the appropriate Commissions have been made to conduct its reviewSales Rep for the prior 12-month period. If any records are maintained at such audit discloses that Mobility has underpaid Sales Rep, Mobility agrees to pay any shortfall within thirty (30) days; provided, however, if Mobility disagrees with any underpayment, Mobility will direct its auditors to engage in discussions with Sales Rep's auditors in order to reach a location other than mutually agreeable resolution of the management office for the Buildingissue. If any such audit discloses an underpayment of over five percent (5%) of amounts otherwise owed to Sales Rep, Tenant may either inspect the records at such other location or pay Mobility shall reimburse Sales Rep for the reasonable cost costs of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available If any audit discloses any overpayment to TenantSales Rep by Mobility, Tenant Sales Rep shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in refund the amount of such overpayment within thirty (30) days. Notwithstanding anything to the overpayment by Tenant. Likewisecontrary contained in this subsection (d), if Landlord and Tenant determine that Expenses for the during a calendar year are greater than reportedthe Total Operating Expenses (expressed as a percentage of the Permitted Sales Revenue of the Division) do not exceed the Maximum Overall Operating Expense Percentage for such calendar year, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In then in no event shall Tenant be permitted may Sales Rep audit or question any determination by Mobility to examine Landlord’s records incur a particular cost or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueexpense or take a particular action (e.g., hire personnel, purchase equipment, develop a product, sue for intellectual property infringement, etc); although Sales Rep ▇▇▇ audit whether the allocation was proper.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within 30 days after receiving Landlord furnishes its statement of actual Operating Expenses and Capital Costs (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s statement Operating Expenses and Capital Costs for such calendar year only, subject to the following conditions: (1) there is no uncured Event of Expenses, may give Default under this Lease; (2) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (3) the audit shall commence within 10 days after Landlord written notice (“Review Notice”) that Tenant intends to review makes Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent books and records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than Tenant’s auditor and shall conclude within 30 days after commencement; (4) the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review audit shall be conducted during Landlord’s records, normal business hours at the agent must be location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; and (5) Tenant and its accounting firm shall treat any audit in a CPA firm licensed confidential manner and shall each execute Landlord’s confidentiality agreement for ▇▇▇▇▇▇▇▇’s benefit prior to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for commencing the audit. Within 90 days after the records are made available This Subsection shall not be construed to Tenantlimit, Tenant shall have the right suspend, or ▇▇▇▇▇ ▇▇▇▇▇▇’s obligation to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that yearpay Rent when due. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a equally credit any overpayment determined by the final approved audit report against the next installment 12 installments of Rent in the amount due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord any underpayment determined by the amount final approved audit report within 30 days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. If ▇▇▇▇▇▇ does not give written notice of its election to audit Landlord’s Operating Expenses and Capital Costs for the calendar year during the Audit Election Period, Landlord’s Operating Expenses and Capital Costs for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any permitted assignee. In the event of any underpayment within 30 days. The records obtained by Tenant contradictory language in the Lease related to the determination or calculation of rent owed, the foregoing language (described above) shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid supersede and continues to pay all Rent when duecontrol.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, and in addition to reimbursing Tenant for any overpayment, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant (not to exceed $5,000.00). Within 90 60 days after the records are arc made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. This Exhibit (the “Parking Agreement”) is attached to and made a part of the Lease by and between LOCON SAN MATEO, LLC, a Delaware limited liability company (“Landlord”) and WOODMAN LABS, INC., a California corporation (“Tenant”) for space in the Buildings located at 3000E and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. 1. The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control. 2. Landlord hereby grants to Tenant and persons designated by Tenant a license to use non-reserved parking spaces at a ratio of 3 spaces per 1,000 square feet (totaling 248 non-reserved parking spaces once all Commencement Dates have occurred) and 0 reserved parking spaces in the parking facility servicing the Building (“Parking Facility”). The term of such license shall commence on the Commencement Date under the Lease and shall continue until the earlier to occur of the Termination Date under the Lease, the sooner termination of the Lease, or Tenant’s abandonment of the Premises thereunder. During the term of this license, Tenant shall pay Landlord the prevailing monthly charges established from time to time for parking in the Parking Facility, payable in advance, with Tenant’s payment of monthly Base Rent. The initial charge for such parking spaces is $0.00 per non-reserved parking pass, per month, and $N/A per reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. 3. Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility. 4. Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated “first-come, first-served” basis. Tenant acknowledges that Landlord has no liability for claims arising through acts or omissions of any independent operator of the Parking Facility. Landlord shall have no liability whatsoever for any damage to items located in the Parking Facility, nor for any personal injuries or death arising out of any matter relating to the Parking Facility, and in all events, Tenant agrees to look first to its insurance carrier and to require that Tenant’s employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility. Tenant hereby waives on behalf of its insurance carriers all rights of subrogation against Landlord or Landlord’s agents. Landlord reserves the right to assign specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which assignment and reservation or spaces may be relocated as determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder shall not park in any location designated for such assigned or reserved parking spaces. Tenant acknowledges that the Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator’s reasonable control. In such event, Landlord shall refund any prepaid parking fee hereunder, prorated on a per diem basis. 5. If Tenant shall default under this Parking Agreement, the operator shall have the right to remove from the Parking Facility any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement, Landlord shall have the right to cancel this Parking Agreement on 10 days’ written notice, unless within such 10 day period, Tenant cures such default. If Tenant defaults with respect to the same term or condition under this Parking Agreement more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord’s election, constitute an incurable default. Such cancellation right shall be cumulative and in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth). Any default by Tenant under the Lease shall be a default under this Parking Agreement, and any default under this Parking Agreement shall be a default under the Lease.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s 's ------------ statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed firm. Landlord agrees that Tenant may retain a third party agent to do business review Landlord's books and records which third party agent is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the state operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or commonwealth where correspond to the Property is locatedfinancial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which that is the statement appliessubject of such statement. 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 reviewreview and such records shall remain available for sixty (60) days following Tenant’s receipt of Landlord’s written notice stating that such records are available (the “Review Period”). If any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditaudit unless such audit reveals that Landlord overstated all Expenses and Taxes for such calendar year by more than five percent (5%), in which case Landlord shall reimburse Tenant for its reasonable out-of-pocket audit expenses. Within 90 60 days after the records are made available to Tenantexpiration of the Review Period, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses and Taxes for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60-day period or fails to provide Landlord with a Review Notice within the 365 90-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and Taxes and shall be barred from raising any claims regarding the Expenses and Taxes for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses and/or Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses and/or Taxes for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless or Taxes if Tenant has paid is not then current in the payment of all Rent then due and continues to owing under this Lease. Notwithstanding the issuance of a Review Notice or Objection Notice, Tenant shall pay all Rent when dueamounts set forth in the statement of Expenses pending resolution of the matters raised in the Objection Notice.

Audit Rights. Tenant, At the request of Tenant at any time within 365 ninety (90) days after receiving Landlord delivers Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available Taxes to Tenant, Tenant (at Tenant’s expense) shall have the right to give examine Landlord’s books and records applicable to Landlord’s Operating Expenses and Taxes. Such right to examine the records shall be exercisable: (a) upon reasonable advance notice to Landlord written notice and at reasonable times during Landlord’s business hours; (an “Objection Notice”b) stating in reasonable detail any objection to only during the 90-day period following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for that the applicable calendar year; and (c) not more than once each calendar year. If Tenant fails Notwithstanding anything herein to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described abovecontrary, Tenant shall be deemed have no right to examine Landlord’s books and records and audit Landlord’s Operating Expenses and Taxes if Tenant shall have approved withheld or otherwise failed to pay any Additional Rent when due. Landlord’s statement of Operating Expenses and Taxes shall be barred binding upon Tenant except as to items specifically disputed in writing by notice from raising any claims regarding Tenant to Landlord given within 105 days after Landlord delivers the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith statement to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord all costs of the amount audit unless Tenant is found to have overpaid Additional Rent for Operating Expenses and Taxes by more than 5% for the year in question. In any event any audit of any underpayment within 30 days. The records obtained Landlord’s Operating Expenses and Taxes shall be conducted by an independent certified public accountant retained by Tenant shall be treated as confidentialor an auditing firm approved by Landlord for such purpose (each, an “examiner”). In no event shall Tenant propose, nor shall Landlord ever be permitted required to examine approve, any examiner of Tenant who is being paid on a contingent fee basis or is representing other tenants in the Building. As a condition precedent to performing any such examination of Landlord’s books and records, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement in form acceptable to Landlord agreeing to keep confidential any information that they discover about Landlord or the Building in connection with such examination. Without limiting the foregoing, such examiners shall also be required to agree that they will not represent any other tenant in the Building in connection with examinations of Landlord’s books and records for the Building unless said tenant(s) have retained said examiners prior to the date of the first examination of Landlord’s books and records conducted by Tenant pursuant to this Section 2.6.5 and have been continuously represented by such examiners since that time. Notwithstanding any prior approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality undertaking to Landlord or any other landlord or cannot provide acceptable assurances and procedures to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duemaintain confidentiality.

Audit Rights. Tenant, within 365 Within 60 days after receiving Landlord’s statement of Expenses or Common Area Expenses as applicable (or, with respect to the Base Year Expenses or Base Year Common Area Expenses, within 60 days after receiving Landlord’s initial statement of Expenses or Common Area Expenses for the applicable Base Year, as the case may be) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses and/or Common Area Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its reviewreview of the information appropriately identified in the Request for Information. Within 60 days after any particular records are made available to Tenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses and/or Common Area Expenses for that year which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses and/or Common Area Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses and/or Common Area Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records are maintained at a location other than that have been made available to Tenant prior to expiration of the management office for Objection Period applicable to the Buildingrecords which have been provided to Tenant, Tenant may either inspect shall be deemed to have approved Landlord’s statement of Expenses and/or Common Area Expenses with respect to the matters reflected in such records at and shall be barred from raising any claims regarding the Expenses and/or Common Area Expenses relating to such other location records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or pay fails to provide Landlord with a Request for Information prior to expiration of the reasonable cost Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of copying Expenses and/or Common Area Expenses and shipping shall be barred from raising any claims regarding the recordsExpenses and/or Common Area Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after , and the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating fees charged cannot be based in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period whole or fails to provide Landlord with in part on a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 dayscontingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Office Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses or Common Area Expenses unless Tenant has paid and continues to pay all ail Rent when due, subject to any applicable notice, grace and cure periods.

Audit Rights. Provided Tenant notifies Landlord in accordance with the terms of paragraph (e) above that Tenant disputes a statement received from Landlord, Tenant or its CPA (as defined below) shall have the right, at Tenant’s sole cost and expense, provided Tenant utilizes a Certified Public Accountant (the “CPA”) compensated solely on an hourly basis, upon at least thirty (30) days prior notice to Landlord at any time during regular business hours to audit, review and photocopy Landlord’s records pertaining to Operating Expenses for the immediately previous calendar year only. Tenant shall complete the audit and present any disputed charges to Landlord, in writing, within 365 days after receiving six months of receipt of Landlord’s statement pursuant to Paragraph (c) of Expensesthis Paragraph 4. If, may give Landlord written notice (“Review Notice”) that Tenant intends to review following Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Noticeaudit and any disputed charges (the “Report Date”), Landlord shall make all pertinent records available for inspection that disputes the findings contained therein, and Landlord and Tenant are reasonably necessary for Tenant not able to conduct its review. If any records are maintained at a location other than resolve their differences within thirty (30) days following the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s recordsReport Date, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant dispute shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, which shall in good faith to resolve any issues raised in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant’s Objection Noticesole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If Landlord and Tenant determine the Third CPA determines that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of Operating Expenses billed to Tenant was incorrect, the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant appropriate party shall pay Landlord to the amount other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of any underpayment within 30 daysthe Third Party CPA’s decision, without interest. The records Tenant agrees to keep all information thereby obtained by Tenant shall be treated as confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. In no event Tenant shall Tenant be permitted provide a copy of such CPA agreements to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueLandlord promptly upon request.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides provided Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant ever be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 3.01. Within 60 days after receiving Landlord’s statement Statement of ExpensesExpenses (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement Statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s Statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s Statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Review Notice and Request for Information and Objection Notice, Tenant shall be barred from raising any issues with respect to the applicable statement of Expenses or the Expenses for the applicable year that are not covered by such Objection Notice. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located, and the fees charged cannot be based in whole or in part on a contingency basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit; provided, if it is ultimately determined that the amount paid by Tenant as Tenant's Pro Rata Share of Expenses and Tenant's Pro Rata Share of Taxes, in the aggregate, exceeds the actual Tenant's Pro Rata Share of Expenses and Tenant's Pro Rata Share of Taxes, in the aggregate (an "Overpayment"), by more than five percent (5%), then Landlord shall pay the reasonable, actual out of pocket costs incurred by Tenant in connection with such audit not to exceed the lesser of (a) $3,000.00, and (b) the amount of the Overpayment. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duedue (including any disputed amounts). In no event will Tenant be permitted to conduct an audit during any period when Tenant is in Monetary Default. 3.02. Notwithstanding anything to the contrary contained in this Lease, Tenant’s failure to object to any statement, invoice or billing rendered by Landlord (other than Landlord’s Statement of Expenses, which shall be governed by the provisions of Section 3.01 above) within a period of 120 days after receipt of the same shall constitute Tenant’s unconditional acquiescence with respect thereto and Tenant shall be deemed to have waived its right, if any, to challenge or object to such statement. Any objection by Tenant must (a) be in writing (the “Billing Objection Notice”), (b) be delivered to Landlord within the aforementioned 120 day period and (c) reference the statement, invoice or billing in dispute, include the amount that is in dispute and the specific reason for such objection. If Tenant’s Billing Objection Notice fails to meet the aforementioned requirements, such failure will render Tenant’s objection null and void. Landlord and Tenant intend that the foregoing provision sets forth Tenant’s sole right to object to any statement, invoice or billing rendered by Landlord and shall supersede any right of Tenant to audit or request back up documentation from Landlord which may otherwise be provided at Law, in equity or by this Lease (other than Landlord’s Statement of Expenses, which shall be governed by the provisions of Section 3.01 above). If Tenant provides Landlord with a Billing Objection Notice that meets the requirements set forth in this Section 3.02, Tenant shall be barred from raising any issues with respect to the applicable statement, invoice or billing referenced in Tenant’s Billing Objection Notice that are not raised by Tenant in such Billing Objection Notice. Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Billing Objection Notice. If upon resolution of the issues raised by Tenant’s Billing Objection Notice it is determined that there have been any overpayments or underpayments by Tenant, such overpayments and underpayments shall be handled in the same manner as overpayments or underpayments of Expenses are handled under Section 3.01 of this Exhibit B.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized regional standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord makes Landlord’s books and records are made available to Tenant’s auditor and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; (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 audit; and (7) the accounting firm’s audit report shall, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection at no charge to Landlord, be submitted in draft form for Landlord’s statement of Expenses for that year. If Tenant fails review and comment before the final approved audit report is delivered to give Landlord, and any reasonable comments by Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed incorporated into the final audit report. This paragraph shall not be construed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticelimit, Landlord and Tenant shall work together in good faith to resolve any issues raised in suspend, or ▇▇▇▇▇ Tenant’s Objection Noticeobligation to pay Rent when due, including estimated Excess Operating Expenses. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit any overpayment determined by the final approved audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within 30 daysdays of determination. The records obtained by foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses 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. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord’s records or to dispute any statement subtenant under a sublease of Expenses unless Tenant has paid and continues to pay all Rent when duethe Premises.

Audit Rights. Tenant, within 365 Within one hundred eighty (180) days after receiving Landlord’s annual reconciliation statement of Expenses (or, with respect to the Base Year Expenses, within one hundred eighty (180) days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 sixty (60) days after the all relevant records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that yearyear which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice and the audit or review discloses that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, and if the audit or review discloses that Expenses for the calendar year are more than five percent (5%) less than reported, Landlord shall reimburse Tenant for the reasonable costs of such review or audit, up to a maximum of $5,000.00. If the audit or review discloses that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. Notwithstanding the foregoing, if Landlord disputes the results of such audit or review, the parties agree to submit the matter in dispute to arbitration in accordance with the applicable provisions of this Lease. If Tenant fails to give Landlord an Objection Notice within with respect to any records that have been made available to Tenant prior to expiration of the 90 day period or Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to timely provide Landlord with a Review Notice within and the 365 day period Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. Notwithstanding anything to the contrary contained in this Exhibit B or in this Lease, if Tenant’s audit or review reveals that Landlord has overstated any line item or items of Expenses, Tenant shall have the right to audit any statement of Expenses delivered by Landlord during the prior twelve (12) months, but only with respect to the same line item or items of Expenses that were overstated. If Tenant provides Landlord retains an agent to review Landlord’s records, the agent must be with a timely Objection Noticereputable certified public accounting firm selected by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, Landlord conditioned or delayed), which firm must be licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit or review, except as provided herein, and Tenant shall work together not directly or indirectly engage such agent or any other party in good faith to resolve any issues raised connection with such audit or review whose compensation or fees are charged in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with whole or in part on a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 dayscontingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a confidentiality agreement in a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. This Exhibit is attached to and made a part of the Office Lease Agreement (the “Lease”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and HAEMONETICS CORPORATION, a Massachusetts corporation (“Tenant”), for space in the Building located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Capitalized terms used but not defined herein shall have the meanings given in the Lease.

Audit Rights. TenantTenant may, within 365 120 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 120 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s 's statement of ExpensesExpenses or Taxes, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesor Taxes for that Fiscal Year. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be a licensed CPA or with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses or Taxes for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses or Taxes, as the case may be, and shall be barred from raising any claims regarding the Expenses or Taxes, as the case may be, for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year or Taxes for the Fiscal Year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, or, if no Rent is thereafter due, Landlord shall promptly pay such amount to Tenant. In addition, if Landlord and Tenant determine that Landlord's statement of Expenses or Taxes for the Building for the calendar year in question were overstated by five percent (5%) or more, Landlord shall be required to reimburse Tenant for any reasonable third party audit costs incurred by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year or Taxes for the Fiscal Year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at al such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an the “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails falls to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 thirty (30) days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 thirty (30) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 thirty (30) day period or fails to provide Landlord with a Review Notice within the 365 thirty (30) day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 180 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records with respect to the expenses of operating and maintaining the Building and Property available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearyear (except in case of any change in Expenses sought by Landlord). If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, at its sole cost and expense, shall have the right, within 365 ninety (90) days after receiving Landlord’s 's statement of Expensesactual Basic Costs for a particular calendar year, may give to provide Landlord with written notice (“the "Review Notice”") that Tenant intends of its intent to review Landlord’s 's books and records of relating to the Expenses Basic Costs for the calendar year to which the statement appliessuch year. Within a reasonable time Landlord, within thirty (30) days after receipt of the Review review Notice, Landlord shall make all pertinent such books and records available to Tenant or Tenant's agent for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained review at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If provided that if Tenant retains an agent to review Landlord’s records's books and records for any calendar year, the such agent must be with a CPA firm licensed to do business in the state or commonwealth where in which the Property Building is located. If Tenant shall be solely responsible for all costselects to review Landlord's books and records, expenses and fees incurred for the audit. Within 90 within thirty (30) days after the such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s 's statement of Expenses actual Basic Costs for that such calendar year. If Tenant fails to give Landlord an Objection Notice written notice of objection within the 90 such thirty (30) day period or fails to provide Landlord with a Review Notice within the 365 ninety (90) day period described provided above, Tenant shall be deemed to have approved such statements in all respects. Upon Landlord’s statement 's receipt of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticeobjection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve any issues raised in the discrepancy between Landlord's statement and Tenant’s Objection Notice's review. If Landlord and Tenant determine that Expenses for the calendar year Basic Costs are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent future Additional Base Rental in the amount of the overpayment by Tenantsuch overpayment. Likewise, if Landlord and Tenant determine that Expenses for the calendar year Basic Costs are greater than reported, Tenant shall forthwith pay Landlord the amount of any such underpayment within 30 daysto Landlord. The records In addition, if Landlord and Tenant determine that Basic Costs were less than stated by four percent (4%) then Landlord will pay the reasonable cost of such review by Tenant. Any information obtained by Tenant pursuant to the provisions of the Section shall be treated as confidential. In no event Notwithstanding anything herein to the contrary, Tenant shall Tenant not be permitted to examine Landlord’s 's books and records or to dispute any statement of Expenses Basic Costs unless Tenant has paid and continues to pay all Rent when dueLandlord the amount due as shown on Landlord's statement of actual Basic Costs, said payment being a condition precedent to said examination and/or dispute.

Audit Rights. Tenant, within 365 4.01 Within ninety (90) days after receiving Landlord’s annual reconciliation statement of Expenses (or, at any time during the Term with respect to the Base Year for Expenses; provided, that, such review by Tenant of the Base Year for Expenses shall only occur once during the Term) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (a “Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year (or Base Year for Expenses, as applicable) to which the statement applies, identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (as defined below), Landlord Landlord, as determined by Landlord, shall make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year for Expenses, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 sixty (60) days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that yearcalendar year which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice and the parties agree that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the next installment of Additional Rent in the amount of the overpayment by Tenant. If the parties agree that Expenses for the calendar year are greater than reported, then Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. If Tenant fails to give Landlord an Objection Notice within with respect to any records that have been made available to Tenant prior to the 90 day period or expiration of the Objection Period applicable to the records which have been provided to Tenant, then Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that calendar year. If Tenant fails to timely provide Landlord with a Review Notice within and the 365 day period Request for Information Period described above, then Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that calendar year. In the event that any audit of Expenses by Tenant hereunder discloses that Landlord’s annual statement of such Expenses overstated such Expenses actually due from Tenant hereunder by five percent (5%) or more in the aggregate, then Landlord shall reimburse Tenant for Tenant’s reasonable and actual costs of Tenant’s Auditors (as defined below), not to exceed $5,000.00 in the aggregate, within thirty (30) days following Landlord’s receipt of Tenant’s invoices therefor. 4.02 If Tenant provides Landlord with retains an agent to review Landlord’s records, the agent must be a timely Objection Noticecertified public accountant employed by (a) a regional or nationally recognized certified public accounting firm licensed to do business in the Commonwealth of Massachusetts, Landlord (b) C▇▇▇▇▇▇ & W▇▇▇▇▇▇▇▇, or (c) another nationally recognized commercial leasing brokerage firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and Tenant shall work together not directly or indirectly engage such agent or any other party in good faith to resolve any issues raised connection with such review whose compensation or fees are charged in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with whole or in part on a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 dayscontingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a confidentiality agreement in a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. 1. This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the preparation of the Premises for Tenant's occupancy. As used herein, "Landlord Work" shall mean the work to be completed by Landlord, in a good and workmanlike manner, and in accordance with applicable Laws, to prepare the Premises for Tenant’s occupancy utilizing the methods and materials more particularly set forth in the Construction Documents (as defined below), as described in the plans and specifications to be prepared by Landlord using Landlord’s architect, OTJ Architects (the “Architect”), based on the concept plan attached hereto as Exhibit C-1 (the “Concept Plan”), which Concept Plan has been provided to Landlord by Tenant at Tenant’s sole cost and expense subject to the Concept Plan Allowance (the “Plans and Specifications,” and together with the Concept Plan, collectively, the “Construction Documents”), which are incorporated herein by reference, all at Landlord’s sole cost and expense up to the amount of the Allowance, and which shall include delivering the Premises to Tenant on the Substantial Completion Date with all HVAC, mechanical, electrical, lighting, plumbing and life safety systems serving the Premises in good working order, condition and repair. Notwithstanding the foregoing, Tenant shall be solely responsible for the cost, expense and installation of Tenant’s Tel/Data, Fixtures and Furniture, which shall not be part of the Landlord Work nor subject to reimbursement from the Allowance. Landlord shall (a) enter into a direct contract for the Landlord Work with a general contractor selected by Landlord in its sole discretion (the “General Contractor”), which may be C▇▇▇▇▇▇▇ Construction, an affiliate of Landlord, and (b) require that the General Contractor competitively bid each major trade performing the Landlord Work to at least three (3) subcontractors.

Audit Rights. TenantTenant may, within 365 days eight (8) months after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review audit Landlord’s records of the either or both of Expenses or Taxes for the that calendar year to which the statement appliesyear. Within a reasonable time (not to exceed twenty (20) days) after receipt of the Review Notice, Landlord shall make all pertinent records relating the Expenses or Taxes for the applicable year subject to the audit available to Tenant or its auditors for inspection that are reasonably necessary for Tenant to conduct its reviewinspection. If any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed or a third party agent to do business review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the state operation of and accounting for a first class office building and, in either case, such CPA’s or commonwealth where third party agent’s compensation shall in no way be contingent upon or correspond to the Property is locatedfinancial impact on Tenant resulting from the audit. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 120 days after the last of the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses or Taxes, as the case may be, for that year. If Tenant fails to give Landlord an Objection Notice within the 90 120 day period or fails to provide Landlord with a Review Notice within the 365 day eight (8) month period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and Taxes and shall be barred from raising any claims regarding the Expenses for that year; provided, however, if it is determined during any audit that Landlord recovered from Tenant an amount that should have been properly excluded from Expenses, and Landlord recovered the same or similar expenses from Tenant in a prior year during the Term, Tenant shall be entitled to receive a refund of such amounts for the same Expenses collected for up to two (2) prior years. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses or Taxes for the calendar year are less than reported, Landlord shall provide reimburse Tenant with a credit against the next installment of Rent in for the amount of the overpayment by TenantTenant within thirty (30) days after such determination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 daysdays after such determination. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless during any period when there is an uncured Event of Default under Section XIX.A. (Monetary Default) of this Lease. Tenant has paid and continues shall continue to pay all Base Rent when dueand Additional Rent during any audit periods. While Tenant shall bear the cost of any audit conducted for or by it, Landlord shall reimburse Tenant for such cost, together with interest thereon at the Prime Rate, not to exceed $20,000.00, if such audit shall establish that either actual Expenses or Taxes, as the case may be, for the applicable audit year have been overstated by five percent (5%) or more.

Audit Rights. Tenant, within 365 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“Review Notice”"REVIEW NOTICE") that Tenant intends to review Landlord’s 's records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”"OBJECTION NOTICE") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C-1 INITIAL PREMISES WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-TWIN DOLPHIN PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") and AVISTAR COMMUNICATIONS CORPORATION, A DELAWARE CORPORATION ("Tenant") for space in the Building located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. As used in this Work Letter, the "Premises" shall be deemed to mean Initial Premises, as initially defined in the attached Lease. 1. Landlord shall perform improvements to the Premises and to the common area corridor on the 3rd floor of the Building in accordance with the plans prepared by ▇▇▇▇▇ Associates dated May 21, 2003 and revised May 29, 2003, June 17, 2003, July 11, 2003 and July 16, 2003 as attached hereto as EXHIBIT C-3 (the "Plans"). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the "Initial Premises Landlord Work." It is agreed that construction of the Initial Premises Landlord Work will be completed at Landlord's sole cost and expense (subject to the terms of Section 2 below) using Building standard methods, materials and finishes. Landlord shall enter into a direct contract for the Initial Premises 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 Initial Premises Landlord Work. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant's use, it being agreed that Tenant shall be responsible for functionality of design, the configuration of the premises and the placement of Tenant's furniture, appliances and equipment. 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the Initial Premises Landlord Work, if any, resulting from such revisions to the Plans. Tenant, within one Business Day, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. If such revisions result in an increase in the cost of Initial Premises Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord. 3. Tenant acknowledges that the Initial Premises Landlord Work shall be not be commenced by Landlord in the Premises until subsequent to the Commencement Date. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant's business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not delay the Commencement nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease. 4. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. EXHIBIT C-2 ADDITIONAL PREMISES WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-TWIN DOLPHIN PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord") and AVISTAR COMMUNICATIONS CORPORATION, A DELAWARE CORPORATION ("Tenant") for space in the Building located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. As used in this Work Letter, the "Premises" shall be deemed to mean Additional Premises, as initially defined in the attached Lease. 1. Landlord shall perform improvements to the Premises in accordance with the plans prepared by ▇▇▇▇▇ Associates dated May 21, 2003 and revised May 29, 2003, June 17, 2003, July 11, 2003 and July 16, 2003 as attached hereto as EXHIBIT C-3 (the "Plans"). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the "Additional Premises Landlord Work." It is agreed that construction of the Additional Premises Landlord Work will be completed at Landlord's sole cost and expense (subject to the terms of Section 2 below) using Building standard methods, materials and finishes. Landlord shall enter into a direct contract for the Additional Premises 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 Additional Premises Landlord Work. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant's use, it being agreed that Tenant shall be responsible for functionality of design, the configuration of the premises and the placement of Tenant's furniture, appliances and equipment. 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the Additional Premises Landlord Work, if any, resulting from such revisions to the Plans. Tenant, within one Business Day, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. If such revisions result in an increase in the cost of Additional Premises Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord. 3. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. EXHIBIT C-3 PLANS [Diagrams of Partial ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇ and Third Floor Keyplan. Pricing Notes, Partial ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ ▇▇▇ and First Floor Keyplan]. EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Date _______________________________ Tenant _______________________________ Address _______________________________ _______________________________ _______________________________ Re: Commencement Letter with respect to that certain Lease dated as of the ___ day of _____________, _______, by and between CA-TWIN DOLPHIN PLAZA LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, as Landlord, and AVISTAR COMMUNICATIONS CORPORATION, A DELAWARE CORPORATION, as Tenant, for 14,046 rentable square feet on the 1st and 3rd floors of the Building located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. Dear ______________________: In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is _______________________; 2. The Termination Date of the Lease is ________________________. Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Sincerely, __________________________________________________ Authorized Signatory Agreed and Accepted: Tenant: AVISTAR COMMUNICATIONS CORPORATION, A DELAWARE CORPORATION By: _______________________________ Name: _______________________________ Title: _______________________________ Date: _______________________________ EXHIBIT E BUILDING RULES AND REGULATIONS The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about the Building or Property. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees shall be paid for by Tenant and Landlord shall not be responsible for the damage. 3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrances to the Premises (and an identification sign on the existing double-doors in the Additional Premises, subject to Landlord's reasonable approval and to applicable Laws) shall be installed by Landlord, at Tenant's cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord's prior approval, which approval shall not be unreasonably withheld. 4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing. 5. Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord's prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant's cost and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of the Lease. 6. All contractors, contractor's representatives and installation technicians performing work in the Building shall be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord's standard rules, regulations, policies and procedures, which may be revised from time to time. 7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord, provided that subject to the other provisions hereof, reasonable shipping and receiving activities within the scope of the Permitted Use may be performed via the existing double-doors in the Additional Premises on a 24-hour basis. Tenant shall obtain Landlord's prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or injury. 8. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld. Damage to the Building by the installation, maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's sole expense. 9. Corridor doors, when not in use, shall be kept closed. 10. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (2) solicit business or distribute or cause to be distributed, in any portion of the Building, handbills, promotional materials or other ad

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may 's Annual Statement (as defined in Section IV.B above) give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the BuildingProject, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 4%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and Taxes and shall be barred from raising any claims regarding the Expenses and Taxes for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses and Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses and Taxes for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses and Taxes unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of o[ the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord with a Review Notice within the 365 365-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends ▇. ▇▇▇ must allow the Diversion Authority and its designees to review Landlordand audit Aon’s financial documents and records relating to this Agreement. Upon finalization of the Expenses for audit, the calendar year Diversion Authority will submit to which the statement applies. Within Aon a reasonable time after receipt Notice of Audit Results and a copy of the Review Noticeaudit report, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant which may supplement or modify any tentative findings verbally communicated to conduct its review. If any records are maintained Aon at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost completion of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. . B. Within 90 sixty (60) days after the records are date of the Notice of Audit Results, Aon will respond, in writing, to the Diversion Authority indicating (a) whether it concurs with the audit report, (b) clearly explaining the nature and basis for any disagreement as to a disallowed item of expense, and (c) providing a written explanation as to any questioned or no opinion expressed item of expense (“Response”). The Response will be clearly stated and will provide any supporting documentation necessary to resolve any disagreement or questioned or no opinion expressed item of expense. Where the documentation is voluminous, Aon may supply appropriate excerpts and make alternate arrangements to conveniently and reasonably make that documentation available for review by the Diversion Authority. The Response will refer to and apply the language of this Agreement. Aon agrees that failure to submit a Response within the sixty (60) day period constitutes agreement with any disallowance of an item or expense and authorizes the Diversion Authority to finally disallow any items of questioned or no opinion expressed cost. C. The Diversion Authority will make its decision with regard to any Notice of Audit Results and Response within one hundred twenty (120) days after the date of the Notice of Audit Results. If the Diversion Authority determines that an overpayment has been made available to TenantAon, Tenant shall have Aon will repay the amount to the Diversion Authority or reach an agreement with the Diversion Authority on a repayment schedule within thirty (30) days after the date of an invoice from the Diversion Authority. If Aon fails to repay the overpayment or reach an agreement with the Diversion Authority on a repayment schedule within the thirty (30) day period, Aon agrees that the Diversion Authority will deduct all or a portion of the overpayment from any funds then or thereafter payable by the Diversion Authority to Aon for this project. Interest will be assessed on any partial payments or repayment schedules based on the unpaid balance at the end of each month until the balance is paid in full. The assessment of interest will begin thirty (30) days from the date of the invoice. The rate of interest will be the interest rate on judgments in North Dakota as calculated by the state court administrator pursuant to N.D.C.C. § 28-20-34. The rate of interest will be reviewed annually by the Diversion Authority and adjusted as necessary. Aon expressly consents to this withholding or offsetting of funds under those circumstances, reserving the right to give Landlord written notice (an “Objection Notice”) stating file a lawsuit to contest the Diversion Authority’s decision only as to any item of expense the disallowance of which was disputed by Aon in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duetimely-filed Response.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, California, commonly known as One Bay Plaza. 1. Landlord, at its sole cost and expense (subject to the terms and provisions of Section 2 below) shall perform improvements to the Premises in accordance with the following work list (the “Work List”) using Building standard methods, materials and finishes. The improvements to be performed in accordance with the Work List 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. (A) Landlord shall remove the two phone booths, as shown on Exhibit C-1 attached hereto. (B) Landlord shall remove a wall between a storage room and an office, as shown on Exhibit C-1 attached hereto. (C) Landlord shall steam clean the carpets within the Premises. 2. All other work and upgrades, subject to Landlord’s approval, shall be at Tenant’s sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as Additional Rent. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any such other work and upgrades requested or performed by Tenant. 3. Landlord’s supervision or performance of any work for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such work complies with applicable insurance requirements, building codes, ordinances, laws or regulations or that the improvements constructed will be adequate for Tenant’s use. 4. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, California, commonly known as One Bay Plaza. This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation. (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, California, commonly known as One Bay Plaza. Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the day of , , by and between , as Landlord, and , as Tenant, for rentable square feet on the floor of the Building located at . Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is ; 2. The Termination Date of the Lease is . Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention. This Commencement Letter shall be deemed accepted by Tenant if not executed and returned to Landlord by Tenant within 30 days after the date that Landlord delivers this Commencement Letter to Tenant for execution. Authorized Signatory Agreed and Accepted: Tenant: By: Name: Title: Date: This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, California, commonly known as One Bay Plaza. The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere about the Building or Property. 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees shall be paid for by Tenant and Landlord shall not be responsible for the damage. 3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord’s prior approval, which approval shall not be unreasonably withheld. 4. Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.

Audit Rights. Tenant, within 365 5.01 Within 60 days after receiving Landlord’s statement of Expenses (or, with respect to the Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 60 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 60 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. 5.02 If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 one hundred twenty (120) days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection in the greater Boston area that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must may not be with an examiner of Tenant who is being paid by Tenant on a CPA firm licensed to do business in the state or commonwealth where the Property is locatedcontingent fee basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditaudit except as set forth below. Within 90 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day ninety-(90)-day period or fails to provide Landlord with a Review Notice within the 365 day one hundred twenty-(120)-day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. However, notwithstanding the foregoing, if, subject to the following provisions of this Section 4, the audit reveals that Expenses for the Building for the year in question were less than stated by more than five percent (5%), Landlord, within thirty (30) days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant and in all events Landlord shall promptly refund any overpayment made by Tenant. If Landlord disputes the result of such audit, Landlord shall notify Tenant thereof within ten (10) business days after delivery of the audit to Landlord. If Landlord and Tenant are unable to resolve such dispute within thirty (30) days after the date of Landlord’s dispute notice, then such dispute shall be submitted to arbitration in accordance with the provisions of Section 5 below.

Audit Rights. TenantTenant may, within 365 180 days after receiving Landlord’s 's ------------ statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is locatedCPA. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expensesany Year End Statement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses and Taxes for the calendar year to which the statement such Year End 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Except as otherwise provided in this Section 4 below, Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, . Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses the Year End Statement for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses or Taxes for the Building for the year in question were less or more than stated, then either Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment, or Tenant shall pay Landlord the amount of the underpayment within 30 days, as the case may be. In addition, if Landlord and Tenant determine that Expenses or Taxes for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and Taxes and shall be barred from raising any claims regarding the Expenses and Taxes for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential; provided, however, that Tenant may use such records as reasonably necessary to complete its review as provided above and to enforce its rights hereunder. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses or Taxes unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, California, commonly known as One Bay Plaza. 1. Landlord, at its sole cost and expense (subject to the terms and provisions of Section 2 below) shall perform improvements to the Premises in accordance with the following work list (the “Work List”) using Building standard methods, materials and finishes. The improvements to be performed in accordance with the Work List 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. (A) Landlord shall remove the two phone booths, as shown on Exhibit C-1 attached hereto. (B) Landlord shall remove a wall between a storage room and an office, as shown on Exhibit C-1 attached hereto. (C) Landlord shall steam clean the carpets within the Premises. 2. All other work and upgrades, subject to Landlord’s approval, shall be at Tenant’s sole cost and expense, plus any applicable state sales or use tax thereon, payable upon demand as Additional Rent. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any such other work and upgrades requested or performed by Tenant. 3. Landlord’s supervision or performance of any work for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such work complies with applicable insurance requirements, building codes, ordinances, laws or regulations or that the improvements constructed will be adequate for Tenant’s use. 4. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, California, commonly known as One Bay Plaza. This Exhibit is attached to and made a part of the Lease by and between CA-ONE BAY PLAZA LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and Opta Corporation, a Delaware corporation. (“Tenant”) for space in the Building located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, California, commonly known as One Bay Plaza. Tenant Address

Audit Rights. TenantTenant may, within 365 180 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the BuildingCampus, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed firm. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to do business review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the state operation of and accounting for a first class office building and whose, compensation shall in no way be contingent upon or commonwealth where correspond to the Property is locatedfinancial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In , except to the extent required by law, legal process between the parties in connection with Tenant’s audit of Expenses, and provided that such information may be shared by Tenant with Tenant’s lenders, investment brokers, advisors, accountants and attorneys to the extent reasonably necessary for the conduct of Tenant’s business, provided that Tenant shall use commercially reasonable efforts to cause such parties to keep such information confidential, in no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which third party agent is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within sixty (60) days after receiving Landlord’s annual reconciliation statement of ExpensesExpenses (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies, identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after L▇▇▇▇▇▇▇’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 sixty (60) days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that yearyear which relates to the records that have been made available to Tenant. If Tenant provides Landlord with a timely Objection Notice and the parties agree that Expenses for the calendar year are less than reported, then Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by T▇▇▇▇▇. If the parties agree that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days. If Tenant fails to give Landlord an Objection Notice within with respect to any records that have been made available to Tenant prior to expiration of the 90 day period or Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved L▇▇▇▇▇▇▇’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to timely provide Landlord with a Review Notice within and the 365 day period Request for Information Period described above, Tenant shall be deemed to have approved LandlordL▇▇▇▇▇▇▇’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord retains an agent to review L▇▇▇▇▇▇▇’s records, the agent must be with a timely Objection Noticecertified public accounting firm licensed to do business in the Commonwealth of Massachusetts. Tenant shall be solely responsible for all costs, Landlord expenses and fees incurred for the audit, and Tenant shall work together not directly or indirectly engage such agent or any other party in good faith to resolve any issues raised connection with such review whose compensation or fees are charged in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with whole or in part on a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 dayscontingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a confidentiality agreement in a form reasonably provided by Landlord (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine LandlordL▇▇▇▇▇▇▇’s records or to dispute any statement of Expenses unless Tenant T▇▇▇▇▇ has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 ninety (90) days after receiving Landlord’s statement of Expensesactual Operating Costs, may give Landlord written notice (“Review Audit Notice”) that Tenant intends to review Landlord’s records of the Expenses Operating Costs for the that specific calendar year or portion thereof. If Tenant fails to which timely deliver an Audit Notice to Landlord, Tenant shall be deemed to have waived its right to review Landlord’s records of the statement appliesOperating Costs for that specific calendar year or portion thereof. Within a reasonable time after receipt of the Review an Audit Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained review available for inspection at a location other than Landlord’s office (or if Landlord’s office is not located in Dallas, Texas, then at the property management office for in the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records). If Tenant retains an agent to review Landlord’s records, the agent must be with a nationally or regionally recognized licensed CPA firm licensed to do business or a division of a commercial real estate services firm specializing in audit services; the state audit may not be conducted by an auditor retained on a contingent fee basis. Tenant shall provide Landlord with a copy of any report prepared in connection with such review or commonwealth where the Property is locatedaudit within two (2) Business Days after Tenant’s receipt of such report. Tenant shall be solely responsible for all costs, expenses and fees incurred for the review or audit, including without limitation, the reasonable cost of Landlord’s personnel required to assist with such review or audit (but only after providing 8 hours of service without charge). Notwithstanding the forgoing, if the audit reveals over Operating Costs were overstated by 5% or greater, then Landlord shall pay the reasonable costs of the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses Operating Costs for that yearspecific calendar year or portion thereof. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review an Audit Notice within the 365 30 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses Operating Costs and shall be barred from raising any claims regarding the Expenses Operating Costs for that yearspecific calendar year or portion thereof. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses Tenant’s Share of Operating Costs for the calendar year are less than reportedthe amount paid by Tenant, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses Tenant’s Share of Operating Costs for the calendar year are greater than reportedthe amount paid by Tenant, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidentialconfidential and shall not, either directly or through Tenant’s agents, be disclosed to any other tenant in the Project. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses Operating Costs unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 ninety (90) days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property Building is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 90-day period or fails to provide Landlord Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the day of , 2008, by and between NORMANDY ▇▇▇▇▇▇▇▇▇ ROAD, LLC, a Review Notice within Delaware limited liability company (“Landlord”) and BIO-KEY INTERNATIONAL, INC., a Delaware corporation (“Tenant”) for 14,907 rentable square feet on the 365 day period described abovefirst floor of Building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Marlborough, Massachusetts 01752. Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant shall be deemed accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is ; 2. The Termination Date of the Lease is . Please acknowledge your acceptance of possession and agreement to have approved Landlord’s statement the terms set forth above by signing all 3 counterparts of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent this Commencement Letter in the amount of the overpayment by space provided and returning 2 fully executed counterparts to my attention. Sincerely, Agreed and Accepted: Tenant. Likewise: BIO-key International, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.Inc. By: Name: Title: Date:

Audit Rights. TenantTenant may, within 365 180 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within ninety (90) days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state Expense Statement or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to TenantLandlord’s Tax Statement, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to audit, at Landlord’s statement office located in the San Francisco Bay Area, at Tenant’s expense, Landlord’s accounts and records relating to Expenses and Real Estate Taxes. Such audit shall be conducted by an independent certified public accountant approved by Landlord, which approval shall not be unreasonably withheld so long as such accountant is not being paid on a contingency fee or similar basis. If such audit reveals that Landlord has overcharged Tenant, Tenant shall notify Landlord within one hundred twenty (120) days after the date the applicable Landlord’s Expense Statement or Landlord’s Tax Statement was received by Tenant. Landlord may dispute such audit by arbitration pursuant to Paragraph 40 [Arbitration of Disputes]. If Landlord does not dispute such amount, or if Tenant prevails in any such arbitration, the amount overcharged shall be paid to Tenant within thirty (30) days thereafter, together with interest thereon at the “prime rate” of interest announced by the Wall Street Journal for ▇▇▇▇▇ Fargo Bank (or, if ▇▇▇▇▇ Fargo Bank ceases to exist, by another bank mutually acceptable to Landlord and Tenant), from the date Landlord’s Expense Statement or Landlord’s Tax Statement, as applicable, was delivered to Tenant until payment of the overcharge is made to Tenant. In addition, if Landlord’s Expense Statement or Landlord’s Tax Statement, as applicable, exceeds the actual Expenses for that yearand Real Estate Taxes which should have been charged to Tenant by more than five percent (5%), the cost of the audit shall be paid by Landlord. If Tenant fails to give Landlord an Objection Notice object to any Landlord’s Expense Statement or Landlord’s Tax Statement within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described aboveone hundred twenty (120) days after receipt thereof, Tenant such statement shall be deemed to have approved Landlord’s statement of Expenses final and shall not be barred from raising subject to any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Noticeaudit, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records challenge or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueadjustment.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expensesany Year End Statement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement such Year End 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Except as otherwise provided in this Section 4 below, Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses the Year End Statement for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the Building for the year in question were less or more than stated, then either Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment, or Tenant shall pay Landlord the amount of the underpayment within 30 days, as the case may be. In addition, If Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential; provided, however, that Tenant may use such records as reasonably necessary to complete its review as provided above and to enforce its rights hereunder. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within 60 days after receiving Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s statement Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of Expenses, may give default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord written notice (“Review Notice”) that Tenant intends to review makes Landlord’s books and records available to Tenant’s auditor and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; (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 audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. This paragraph shall not be construed to limit, suspend, or ▇▇▇▇▇ Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. Landlord shall credit any overpayment determined by the final approved 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 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final approved audit report within 30 days of determination. If the audit proves that Landlord’s calculation of Operating Expenses for the calendar year under inspection was overstated by more than five percent (5%), then, after verification, Landlord shall pay Tenant’s actual reasonable out-of-pocket audit and inspection fees (but specifically excluding any travel and lodging expenses) applicable to which the review of said calendar year statement applies. Within a reasonable time within thirty (30) days after receipt of Tenant’s invoice therefor. The foregoing obligations shall survive the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location expiration or pay for the reasonable cost termination of copying and shipping the recordsthis Lease. If Tenant retains an agent does not give written notice of its election to review audit Landlord’s recordsOperating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant applicable calendar year shall be solely responsible deemed approved for all costspurposes, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the no further right to give Landlord written notice review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (an “Objection Notice”defined below) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall not be barred from raising available to any claims regarding the Expenses for that year. If Tenant provides Landlord with subtenant under a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount sublease of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duePremises.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s 's ------------ statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.within

Audit Rights. TenantCommencing September 1, within 365 days after receiving Landlord’s statement 1998, Sellers shall have the right once during each six (6) month period thereafter (but not during the months of ExpensesJuly or August) acting by Majority Action, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s have their representatives reasonably approved by Buyer perform an inspection of the books and records of the Expenses Buyer for the calendar immediately prior fiscal year of Buyer (of if shorter, the period since Sellers' last inspection) as they relate to which Additional Payments, Target Payments and Customer Payments under this Agreement. Except for the statement applies. Within a reasonable time after months of July and August, any such inspection shall be permitted by Buyer within fifteen (15) days of receipt of the Review NoticeSellers' written request to inspect, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained during normal business hours, at a location other time mutually agreed upon by Sellers and Buyer. Sellers shall provide a copy of the report from such inspection to Buyer promptly upon completion and Buyer shall within thirty (30) days pay to Sellers the amount of any additional Additional Payments, Target Payments and Customer Payments due. The cost of each such inspection will be borne by Sellers; provided, however, that if such an inspection conducted at the expense of Sellers shows that Buyer failed to pay when due to Sellers an amount greater than ten percent (10%) of all Additional Payments, Target Payments and Customer Payments determined to have been due to Sellers during the management office period inspected, Buyer shall reimburse Sellers for the Buildingreasonable, Tenant may either inspect the records at documented out-of-pocket expenses incurred in such other location or pay for the reasonable cost of copying inspection and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant Sellers shall have the right to give Landlord written notice conduct future such inspections every three (3) months thereafter until an “Objection Notice”inspection shows a discrepancy of less than five percent (5%) stating of all amounts due in reasonable detail any objection to Landlord’s statement of Expenses for that yearthe inspected period. If Tenant fails at any time Buyer's books and records show Buyer has paid to give Landlord Sellers an Objection Notice amount of Additional Payments, Target Payments and Customer Payments greater than that due to Sellers under this Agreement, Buyer shall so notify Sellers in writing, providing reasonable documentation, and Sellers shall pay to Buyer the amount of Additional Payments, Target Payments and Customer Payments overpaid within the 90 day period or fails to thirty (30) days or, at Buyer's option, provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant Buyer with a credit against the next installment of Rent in the same amount of the overpayment by Tenant. Likewisetoward Buyer's future Additional Payment, if Landlord Target Payment and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueCustomer Payment obligations.

Audit Rights. TenantWithin 60 days (the "Audit Election Period") after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year), Tenant may, at its expense during Landlord's normal business hours, elect to audit Landlord's Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a "contingency fee" basis; (4) the audit shall commence within 365 30 days after receiving Landlord makes Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent 's books and records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying Tenant's auditor and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within conclude 90 days after commencement; (5) the audit shall be conducted where Landlord maintains its books and records are made available and shall not unreasonably interfere with the conduct of Landlord's business; (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 Tenantcommencing the audit; and (7) the accounting firm's audit report shall, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection at a no charge to Landlord’s statement of Expenses , be submitted in draft form for that year. If Tenant fails Landlord's review and comment before the final audit report is delivered to give Landlord, and any reasonable comments by Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed incorporated into the final audit report. This paragraph shall not be construed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearlimit, suspend, or ▇▇▇▇▇ Tenant's obligation to pay Rent when due, including estimated Excess Operating Expenses. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit any overpayment determined by the approved audit against the next installment of sums due and owing by Tenant or, if such credit shall equal an amount greater than one months' Rent, or if no further Rent in is due, refund such overpayment or the amount thereof in excess of the overpayment by one month's Rent directly to Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the approved audit within 30 daysdays of determination. The records obtained by foregoing obligations shall survive the Expiration Date. If Tenant does not give written notice of its election to audit Landlord's Operating Expenses during the Audit Election Period, Landlord's Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall be treated as confidentialhave no further right to review or contest the same. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless If Tenant's audit should reveal that Tenant has paid been overcharged for excess operating expense by a sum greater than 10% and continues to pay all Rent when duesuch overcharge is confirmed by Landlord's own audit conducted by an independent certified public accounting firm, then in such case Landlord will reimburse the Tenant the reasonable cost incurred by Tenant's auditors.

Audit Rights. Tenant, within 365 Within 60 days after receiving Landlord’s statement of Expenses (or, with respect to the Base Year Expenses, within 60 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 90 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office information appropriately identified in the Request for Information and to substantiate the Building, Tenant may either inspect validity of the records at such other location or pay for Expenses set forth in the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditstatement. Within 90 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant and for the amount overpaid by Tenant as a result of such error. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefore from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantExpeData shall maintain complete and accurate financial records in accordance with GAAP relating to the Digital Pen and Paper Systems and associated Online Services rendered to International Associates. At all times during the term of this Agreement and for two (2) years after the expiration or termination hereof for any reason, within 365 days ExpeData shall maintain and furnish to Standard, on request, complete, accurate and current records reasonably required by Standard to evaluate ExpeData’s performance of, and compliance with, its obligations under this Agreement. At all times during the term of this Agreement and for two (2) years after receiving Landlordthe expiration or termination hereof for any reason, ExpeData shall permit Standard, its agents and representatives to inspect ExpeData’s statement of Expenses, may give Landlord written facilities and records during regular business hours on five business days’ notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year purpose of ascertaining ExpeData’s performance of and compliance with its obligations under this Agreement. In the event any such audit reveals any shortfall in payment by ExpeData, ExpeData shall promptly pay any shortfall with interest as provided herein. In the event any such audit reveals any overpayment by ExpeData to Standard, Standard shall promptly reimburse ExpeData for such overpayment with interest as provided herein. In the event any such audit reveals an under payment by ExpeData which the statement applies. Within a reasonable time after receipt of the Review Noticeis in error by 10% or more, Landlord in addition to paying any such shortfall, ExpeData promptly shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible reimburse Standard fully for all costs, expenses and fees incurred for the reasonable costs related to such audit. Within 90 days after the records are made available to TenantTHE PROVISIONS OF THIS EXHIBIT E SHALL ONLY APPLY IN THE EVENT THAT STANDARD REFERS THE REFERRAL CUSTOMER TO EXPEDATA FOR THE SALE AND LICENSE OF THE DIGITAL PEN AND PAPER SYSTEM DIRECTLY FROM EXPEDATA TO THE REFERRAL CUSTOMER. IN THE EVENT STANDARD RESELLS THE DIGITAL PEN AND PAPER SYSTEM TO THE REFERRAL CUSTOMER AS PERMITTED PURSUANT TO THE PROVISIONS OF THIS EXHIBIT E, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that yearTHEN THE REMAINING PROVISIONS OF THIS EXHIBIT E SHALL NOT APPLY WITH RESPECT TO THAT REFERRAL CUSTOMER. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.{00295508.DOC;}- 24 - EXHIBIT F EXPEDATA DIGITAL PEN AND PAPER PRICING AND DISCOUNTS EXHIBIT G INSURANCE REQUIREMENTS Commercial General Liability:

Audit Rights. Tenant, within 365 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“Review Notice”"REVIEW NOTICE") that Tenant intends to review Landlord’s 's records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”"OBJECTION NOTICE") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between CA-301 HOWARD STREET LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNE▇▇▇▇▇ ("Landlord") and SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION ("Tenant") for space in the Building located at 301 Howard Street, San Francisco, California. As used in this Wor▇ ▇▇▇▇▇▇, the "PREMISES" shall be deemed to mean the Premises, as initially defined in the attached Lease. 1. 1. Landlord shall perform improvements to the Premises in accordance with the plans prepared by Smith Group, dated June 10, 2004, and most recently revised Nove▇▇▇▇ 18, 2004 (the "PLANS"). The improvements to be performed by Landlord in accordance with the Plans and the installation of the supplemental HVAC unit and submeter to measure electricity usage for Tenant's 2 conference rooms in the Premises, as described in Section 9.04 of the Lease, are hereinafter collectively referred to as the "LANDLORD WORK." It is agreed that construction of the Landlord Work will be completed at Landlord's sole cost and expense (subject to the terms of Section 2 below and subject to Tenant's contribution for the supplemental HVAC unit as set forth in Section 9.04 of the Lease) using Building standard methods, materials and finishes. 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's supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revisions thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant's use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant's plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant's furniture, appliances and equipment). 2. 2. If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant's sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revisions, Landlord shall notify Tenant in writing of the increased cost in the Landlord Work, if any, resulting from such revisions to the Plans. Tenant, within 3 Business Days, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. If such revisions result in an increase in the cost of Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord. 3. 3. Tenant acknowledges that the Landlord Work may be performed by Landlord in the Premises during Building Service Hours subsequent to the Commencement Date. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant's business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease, except as otherwise specifically provided in the Lease. 4. 4. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease. EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) This Exhibit is attached to and made a part of the Lease by and between CA-301 HOWARD STREET LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("▇▇▇dlord") and SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION ("Tenant") for space in the Building located at 301 Howard Street, San Francisco, California. Date ----------------------------- Tenant ---------------------------- Address --------------------------- __ Re: Commencement Letter with respect to that certain Lease dated as of the _____ day of __________, _____, by and between CA-301 HOWARD STREET LIMITED PARTNERSHIP, A DELAWARE LIMITED PAR▇▇▇▇▇▇IP, as Landlord, and SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION, as Tenant, for 5,586 rentable square feet on the 5th floor of the Building located at 301 Howard Street, San Francisco, California. Dear __________________: In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees: 1. 1. The Commencement Date of the Lease is ___________________________; 2

Audit Rights. Tenant, within 365 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“Review Notice”"REVIEW NOTICE") that Tenant intends to review Landlord’s 's records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the BuildingBuildings, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Landlord's records or the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”"OBJECTION NOTICE") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between MA-RIVERVIEW/245 FIRST STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("LANDLORD") and COMBINATORX, INCORPORATED, A DELAWARE CORPORATION ("TENANT") for space in the Buildings located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. I. WORK LETTER RELATING TO THE OFFICE SPACE. As used in this Section I of this Work Letter, the "OFFICE SPACE" shall be deemed to mean the Office Space, as initially defined in the attached Lease.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent (or refund if such Expenses adjustment is made after the termination of this Lease with respect to any calendar year of the Term of this Lease for which Tenant has paid Tenant's Pro Rata Share of Expenses) in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 and its review. If duly authorized representatives or any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, certified public accountant selected by Tenant shall have the right to give audit the records of Landlord related to Operating Expenses, Real Property Taxes and Assessments with respect to the Base Year or any subsequent calendar year. Any such audit shall be performed, if at all, (i) for the Base Year within thirty (30) months after the delivery of the Reconciliation Statement for the Base Year and (ii) for any subsequent calendar year within one (1) year after receipt of the applicable Reconciliation Statement for such calendar year. Notwithstanding the foregoing, if any audit reveals that Operating Expenses have been overcharged by Landlord for any measurement year, Tenant shall, for a period of one year after receipt of such audit, have the right to audit Operating Expenses, Real Property Taxes and Assessments for all prior years, provided that once either (a) the period for review of the Base Year has passed without an audit or (b) a Base Year audit has been completed and agreed upon, the Base Year shall be deemed fixed and shall not be subject to further adjustment or audit. Any audit hereunder shall be upon not less then ten (10) days’ prior written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord, during normal business hours at management office of the Project or an alternate location designated by Landlord in Orange County, California. Tenant’s statement audit to be limited to an on-site review of Expenses for that yearLandlord’s general ledger of accounts and Tenant may photocopy, at Tenant’s expense, Landlord’s ledgers and reasonable documentation supporting Operating Expense items under review. If Tenant’s Percentage of actual Operating Expenses are determined to have been overstated by Landlord for any calendar year in excess of four percent (4%), Landlord shall reimburse Tenant fails for the reasonable cost of Tenant’s audit within thirty (30) days following Tenant’s submission to give Landlord an Objection Notice within of reasonable evidence of the 90 day period amount of such costs. Tenant’s payment of Operating Expenses, Real Property Taxes and Assessments in accordance with Landlord’s Estimate Statements or fails Reconciliation Statements shall not constitute a waiver of any right to provide audit and/or dispute such expenses as set forth herein. Tenant agrees to keep, and to request that its accountant(s) and employees keep, all information revealed by any audit of Landlord’s books and records strictly confidential and not to disclose any such information or permit any such information to be disclosed to anyone other than Landlord, unless compelled to do so by a court of law or in connection with the resolution of any dispute with Landlord with regarding Common Area Expenses. Landlord shall have the right to require that Tenant’s accountants and employees execute reasonable written confidentiality agreements as a Review Notice within condition to reviewing Landlord’s books and records. Regardless of the 365 day period described aboveoutcome of any such audit, if conducted, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with deliver a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount copy of the overpayment by Tenantresults thereof to Landlord. Likewise, if Landlord and In the event that Tenant determine that Expenses for the calendar year are greater than reportedelects to conduct an audit, Tenant shall pay Landlord the amount will not hire an auditor who conducts such audit on a contingency basis or is otherwise compensated based upon a percentage of any underpayment within 30 days. The records obtained by Tenant shall be treated alleged overcharges, discrepancies or errors discovered unless such auditor is a member of a public accounting firm that does not conduct operating expense audits as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueits primary business.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of ExpensesStatement, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses used to prepare Landlord’s Statement for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location the office of Landlord or pay for the reasonable cost of copying and shipping the recordsLandlord’s property manager in New Haven, Connecticut. If Tenant retains an agent to review Landlord’s records, the agent must be with employed by a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, except that in the event it is determined that Landlord overcharged Tenant by more than 7 1/2% of the aggregate shown on the applicable Landlord’s Statement, Landlord shall reimburse Tenant for the reasonable cost of such audit, not to exceed $2,500.00. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses Statement for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses Statement and shall be barred from raising any claims regarding the Expenses Landlord’s Statement for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses costs included in Landlord’s Statement for the calendar year are are, in the aggregate, less than reported, Landlord shall provide Tenant at Landlord’s option either a refund of the amount of overpayment or with a credit against the next installment of Additional Rent in the amount of the any overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses costs included in Landlord’s Statement for the calendar year are are, in the aggregate, greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses Landlord’s Statement unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 60 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.. However, notwithstanding the foregoing, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Date ______________________ Tenant ______________________ Address ______________________ ______________________ ______________________ Re: Commencement Letter with respect to that certain Lease dated as of the _____ day of __________, _____, by and between ____________________________________, a __________________________________, as Landlord, and __________________________________, as Tenant, for ________ rentable square feet on the ________ floor of the Building located at ____________________, Massachusetts, ______. Dear __________________: In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees: 1. The Commencement Date of the Lease is ________________________; 2. The Termination Date of the Lease is ____________________________. Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention. Sincerely, ___________________________________ Authorized Signatory Agreed and Accepted: Tenant: ______________________ By: ______________________ Name: ______________________ Title: ______________________ Date: ______________________

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all of Tenant’s costs, expenses and fees incurred for the audit. Within 90 days after However, notwithstanding the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewiseforegoing, if Landlord and Tenant determine that Expenses for the calendar Building for the year are greater in question were less than reportedstated by more than 5%, Tenant shall pay Landlord the amount of any underpayment Landlord, within 30 days. The records obtained days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for the reasonable amounts paid by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.third parties in connection with such review by

Audit Rights. TenantTenant shall have the right, within 365 days after receiving Landlord’s statement of Expensesat its sole cost and expense, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records perform an audit on any of the Expenses reports provided by Management Company, and Management Company agrees to reasonably cooperate with any such audit. Subject to Legal Requirements, Tenant shall have access to Management Company’s books and records relating to the Facility and shall have the right to audit such books and records, including, with respect to any reports furnished by Management Company to Tenant pursuant to the terms of this Agreement, during the period of this Agreement and for a period of five (5) years after termination of this Agreement. Subject to Legal Requirements, Tenant also reserves the calendar year right, upon reasonable notice and during business hours, to which perform any and all additional audits relating to Management Company’s activities either at the statement appliesFacility or at Management Company’s office located at 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Within If Tenant’s employees or agents discover either weaknesses in internal control or material errors in record keeping, Management Company shall correct such discrepancies either upon discovery or within a commercially reasonable period of time after receipt using diligent, efforts to remedy same and Management Company shall make any reasonable process changes to correct internal control weaknesses and to ensure any material errors in record keeping do not reoccur. Management Company shall inform Tenant in writing of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant action taken to conduct its reviewcorrect such audit discrepancies. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at Management Company fails to correct such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenantdiscrepancies, Tenant shall have the right to give Landlord written notice (an “Objection Notice”i) stating in reasonable detail any objection require Management Company to Landlordoutsource the necessary accounting functions to Tenant-approved third-party service providers or (ii) terminate this Agreement. Any and all such audits conducted either by Tenant’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period employees or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant agents shall be deemed at the sole expense of Tenant. However, if an audit reveals any material weaknesses or significant deficiencies in internal controls as defined by the Public Company Accounting Oversight Board, any material errors in record keeping, any misappropriation of funds by Management Company, its agents or employees or if the audit reveals that the net cash flow from the Facility for the period audited exceeded the net cash flow reported by Management Company in the reports submitted to have approved Landlord’s statement Tenant pursuant to the terms of Expenses and this Agreement for such period by 3%, the cost of the audit shall be barred from raising any claims regarding the Expenses for that yearborne by Management Company. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for right to require Management Company to pay the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment cost of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant audit under these circumstances shall be treated as confidential. In no event shall in addition to any other rights or remedies that Tenant be permitted to examine Landlord’s records may have under this Agreement or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when duein law or equity.

Audit Rights. Tenant or its Certified Public Accountant (the “CPA”) shall have the right, at Tenant’s sole cost and expense, within 365 days after receiving Landlord’s statement of Expensesprovided that Tenant utilizes a CPA, may give Landlord upon at least thirty (30) days’ prior written notice (“Review Notice”) that Tenant intends to Landlord at any time during regular business hours to audit, review and photocopy Landlord’s records of the pertaining to Operating Expenses for the immediately previous calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is locatedTerm. Tenant shall be solely responsible for all costs, expenses complete the audit and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail present any objection disputed charges to Landlord’s statement , in writing, within three (3) months of Expenses for that yearcommencing such audit. If Tenant fails to give complete the audit and present any disputed charges to Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described aboveforegoing three (3) month period, then Tenant shall be deemed forfeit any rights to have approved claim a refund, rebate, or return of the Operating Expenses set forth in the statement. If, following Landlord’s statement receipt of Expenses the audit and any disputed charges (the “Report Date”), Landlord disputes the findings contained therein, and Landlord and Tenant are not able to resolve their differences within thirty (30) days following the Report Date, the dispute shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, resolved by binding arbitration as follows: Landlord and Tenant shall work together each designate an independent certified public accountant, which shall in good faith to resolve any issues raised in turn jointly select a third independent Certified Public Accountant (the “Third CPA”). The Third CPA, within thirty (30) days of selection, shall, at Tenant’s Objection Noticesole expense, audit the relevant records and certify the proper amount within. That certification shall be final and conclusive. If Landlord and Tenant determine the Third CPA determines that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of Operating Expenses billed to Tenant was incorrect, the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant appropriate party shall pay Landlord to the amount other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of any underpayment within 30 daysthe Third Party CPA’s decision, without interest. The records Tenant agrees to keep all information thereby obtained by Tenant shall be treated as confidential and to obtain the agreement of its CPA and Third CPA to keep all such information confidential. In no event Tenant shall provide a copy of such CPA agreements to Landlord promptly upon request. Notwithstanding anything herein to the contrary, if such certification by the Third CPA indicates that a refund owing Tenant be permitted exceeds the aggregate amount properly payable by Tenant pursuant to examine Landlord’s records the terms of this Lease by five percent (5%) or to dispute more, then Landlord shall reimburse Tenant at such time any statement of Expenses unless Tenant has paid and continues to pay all Rent when duereasonable out-of-pocket audit expenses.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit; provided, however that, if Landlord and Tenant determine that Expenses for the calendar year were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. Exhibit B EXHIBIT C WORK LETTER This Exhibit is attached to and made a part of the Lease by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company (“Landlord”) and ZILLOW, INC., a Washington corporation (“Tenant”) for space in the Building located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises, as initially defined in the Lease to which this Exhibit is attached. 1. This Work Letter shall set forth the obligations of Landlord and Tenant with respect to the improvements to be performed in the Premises for Tenant’s use. All improvements described in this Work Letter to be constructed in and upon the Premises by Landlord are hereinafter referred to as the “Landlord Work.” It is agreed that construction of the Landlord Work will be completed at Tenant’s sole cost and expense, subject to the Allowance (as defined below). 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. 2. Tenant shall be solely responsible for the timely preparation and submission to Landlord of the final architectural, electrical and mechanical construction drawings, plans and specifications (called “Plans”) necessary to construct the Landlord Work, which plans shall be subject to approval by Landlord and Landlord’s architect and engineers and shall comply with their requirements to avoid aesthetic or other conflicts with the design and function of the balance of the Building. Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the Premises and the placement of Tenant’s furniture, appliances and equipment), and Landlord’s approval of Tenant’s plans shall in no event relieve Tenant of the responsibility for such design. If requested by Tenant, Landlord’s architect will prepare the Plans necessary for such construction at Tenant’s cost. Whether or not the layout and Plans are prepared with the help (in whole or in part) of Landlord’s architect, Tenant agrees to remain solely responsible for the timely preparation and submission of the Plans and for all elements of the design of such Plans and for all costs related thereto. Tenant has assured itself by direct communication with the architect and engineers (Landlord’s or its own, as the case may be) that the final approved Plans can be delivered to Landlord on or before March 2, 2005 (the “Plans Due Date”), provided that Tenant promptly furnishes complete information concerning its requirements to said architect and engineers as and when requested by them. Tenant covenants and agrees to cause said final, approved Plans to be delivered to Landlord on or before said Plans Due Date and to devote such time as may be necessary in consultation with said architect and engineers to enable them to complete and submit the Plans within the required time limit. Time is of the essence in respect of preparation and submission of Plans by Tenant. If the Plans are not fully completed and approved by the Plans Due Date, Tenant shall be responsible for one day of Tenant Delay (as defined in the Lease to which this Exhibit is attached) for each day during the period beginning on the day following the Plans Due Date and ending on the date completed Plans are approved. (The word “architect” as used in this Exhibit shall include an interior designer or space planner.) 3. If Landlord’s estimate and/or the actual cost of construction shall exceed the Allowance, Landlord, prior to commencing any construction of Landlord Work, shall submit to Tenant a written estimate setting forth the anticipated cost of the Landlord Work, including but not limited to labor and materials, contractor’s fees and permit fees. Within 3 Business Days thereafter, Tenant shall either notify Landlord in writing of its approval of the cost estimate, or specify its objections thereto and any desired changes to the proposed Landlord Work. If Tenant notifies Landlord of such objections and desired changes, Tenant shall work with Landlord to reach a mutually acceptable alternative cost estimate. 4. If Landlord’s estimate and/or the actual cost of construction shall exceed the Allowance, if any (such amounts exceeding the Allowance being herein referred to as the “Excess Costs”), Tenant shall pay to Landlord such Excess Costs, plus any applicable state Exhibit C sales or use tax thereon, within 15 Business Days of invoicing therefor. The statements of costs submitted to Landlord by Landlord’s contractors shall be conclusive for purposes of determining the actual cost of the items described therein. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes an event of default under the Lease.

Audit Rights. Tenant, within 365 days Section 9.2(d) of the Lease is deleted in its entirety and the following substituted therefor: “Within thirteen (13) months after receiving Landlord’s annual statement of ExpensesOperating Expenses (the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Operating Expenses for the calendar year to which the statement applies, and within six (6) months after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying the information that Tenant desires to review (the “Request for Information”), provided that Tenant may update the Request for Information so long as any such update does not delay the audit process. Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord shall forward to Tenant, or make all pertinent records available for inspection in the Boston metropolitan area such records (or copies thereof) for the applicable calendar year that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall Request for Information, as may be solely responsible for all costs, expenses and fees incurred for the auditupdated. Within 90 days six (6) months after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written with notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Operating Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Operating Expenses for the calendar year are less than reported, . Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant or, upon request of Tenant, give Tenant a refund within thirty (30) days of such determination. Likewise, if Landlord landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 daysthirty (30) days of such determination. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Operating Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notate Period or fails to provide Landlord with a Request for information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved landlord’s statement of Expenses and shall be barred from raising any claims regarding the Operating Expenses for that year Tenant shall be solely responsible for all Casts, expenses and tees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. If it is determined that Tenant has overpaid Operating Expenses by more than five percent (5%), Landlord shall be responsible for the costs, expenses and fees incurred for the audit. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant {collectively, ‘Tenant’s Auditors’}, and prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenants Auditors to each execute a reasonable confidentiality agreement (‘Audit Confidentiality Agreement’) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s Landlords records or to dispute any statement of Operating Expenses unless Tenant has paid and continues to pay all Rent when due.”

Audit Rights. Tenant, within 365 90 days after receiving Landlord’s statement of the actual Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the actual 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property Building is locatedlocated and its fees shall not be contingent, in whole or in part, upon the outcome of the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the auditaudit unless the audit determines that Landlord has overstated Expenses by greater than 10%, in which case Landlord shall be responsible for all costs, expenses and fees incurred for the audit up to an amount not to exceed $2,500.00. Within 90 30 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of actual Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 30 day period or fails to provide Landlord with a Review Notice within the 365 30 day period described above, Tenant shall be deemed to have approved Landlord’s statement of actual Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of actual Expenses unless Tenant has paid and continues to pay all Rent when due. If Tenant does not provide the Review Notice within the time period set forth above in this Section 4, such statement will be deemed final and binding on Tenant.

Audit Rights. Tenant, within 365 Within 120 days after receiving Landlord’s statement of Expenses (or, with respect to the Base Year Expenses, within 120 days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year (or Base Year, as applicable) to which the statement applies, and within 120 days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant shall have the one time right to audit the Operating Costs for the Base Year upon Tenant, within 365 ’s written request given not more than one hundred eighty (180) days after receiving Landlordreceipt of a Statement for the Base Year and the right to audit subsequent years upon Tenant’s statement written request given not more than two (2) years after Tenant’s receipt of Expensesa Statement for a particular calendar year, may give Landlord written notice (“Review Notice”) provided that Tenant intends to review Landlord’s records no Event of Default exists at the time of the Expenses request, and Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of Operating Costs for the calendar Base Year or Tenant’s Allocated Share for a subsequent year to which as Tenant may reasonably request (the statement applies“Statement Documentation”). Landlord shall provide the Statement Documentation within thirty (30) days after Tenant’s written request therefor. Within a reasonable time one hundred eighty (180) days after receipt of the Review NoticeStatement Documentation by Tenant (the “Audit Period”), Landlord if Tenant disputes the amount of the Base Year or Tenant’s Allocated Share as supported by the Statement Documentation, an independent certified public accountant selected, designated and paid for by Tenant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) shall make all pertinent records available for inspection not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (D) shall not disclose the existence of the audit or its results to any other Tenant at the Building and shall execute a confidentiality agreement reasonably necessary for acceptable to Landlord) may, audit Landlord’s records with respect to the Base Year Operating Costs or Tenant’s Allocated Share set forth in the Statement Documentation at Landlord’s corporate offices located within 100 miles of the Building or in New York City, provided that (i) no uncured Event of Default exists, (ii) Tenant has paid all amounts required to conduct its reviewbe paid under Section 8.03 (which payment shall not be deemed a waiver of Tenant’s rights to audit and contest), and (iii) Tenant certifies to Landlord, at Landlord’s request, the Tenant’s accountant is not paid on a contingency fee basis. In connection with such audit, Tenant and Tenant’s certified public accounting firm must agree in advance to follow Landlord’s reasonable rules and procedures consistently applied to tenants at the Building regarding an audit of the aforementioned Landlord records. Any audit report (the “Audit Report”) prepared by Tenant’s certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. If any records are maintained at a location other the Audit Report proves that the Operating Expenses in the Base Year were overstated in the Base Year by more than four (4%) percent or that Operating Expenses in the management office for subject expense year were overstated by more than four (4%) percent, then the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying Tenant’s certified public accounting firm and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant cost of such audit shall be solely responsible paid for all costs, expenses and fees incurred for by Landlord within thirty (30) days of invoice. Tenant’s failure to audit the audit. Within 90 days after amount of the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice Allocated Share within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant Audit Period shall be deemed to have approved Landlordbe Tenant’s statement approval of Expenses such costs and shall be barred from raising any claims regarding Tenant, thereafter, waives the Expenses right or ability to audit the amounts set forth for that particular Operating Cost expense year. If To the extent that Tenant provides has made payments of Operating Expenses to Landlord with a timely Objection Noticein excess of the actual Operating Expenses, Landlord and then Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with receive a credit against the next installment of Rent future Operating Expenses in the amount of the overpayment by such overpayment. Tenant hereby acknowledges that Tenant. Likewise, if Landlord ’s sole right to audit Landlord’s records and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord to contest the amount of any underpayment within 30 days. The records obtained Operating Costs payable by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueset forth in this Section 8.04.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant in not in monetary Default (including, without limitation payment of all Rent) beyond applicable notice and cure periods. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within 60 days after receiving Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “Audit Election Period”), Tenant may, at its expense, elect to audit Landlord’s statement Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of Expenses, may give default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord written notice (“Review Notice”) that Tenant intends to review makes Landlord’s books and records available to Tenant’s auditor and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records and shall not unreasonably interfere with the conduct of Landlord’s business; (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 Expenses audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable comments by Landlord shall be incorporated into the final audit report. Notwithstanding the foregoing, Tenant shall have no right to conduct an audit if Landlord furnishes to Tenant an audit report for the calendar year in question prepared by an independent certified public accounting firm of recognized national standing (whether originally prepared for Landlord or another party). This paragraph shall not be construed to which the statement applieslimit, suspend, or ▇▇▇▇▇ Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. 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 credit any records are maintained at a location other than overpayment determined by the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have final approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit audit report against the next installment Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of Rent in the amount of the overpayment by Tenantdetermination. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment determined by the final approved audit report within 30 daysdays of determination. The records obtained by foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses 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. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee under a Permitted Transfer (defined below) and shall not be treated as confidential. In no event shall Tenant be permitted available to examine Landlord’s records or to dispute any statement subtenant under a sublease of Expenses unless Tenant has paid and continues to pay all Rent when duethe Premises.

Audit Rights. Tenant, within 365 Within ninety (90) days after receiving Landlord’s statement of Expenses (or, with respect to the Base Year Expenses, within ninety (90) days after receiving Landlord’s initial statement of Expenses for the Base Year) (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year Expenses, Taxes and electricity to which the statement applies, and within thirty (30) days after delivering the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the particular information Tenant desires to review (the “Request for Information”). Within a reasonable time (not to exceed fifteen (15) Business Days) after Landlord’s receipt of the Review Noticea timely Request for Information, Landlord shall forward to Tenant, or make all pertinent records available for inspection on site at either the Building or at Landlord’s principal place of business, such records (or copies thereof) for the applicable calendar year, Fiscal Year (or Base Year, as applicable) that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 sixty (60) days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to (i) Landlord’s statement of Expenses for that year. If year which relates to the records that have been made available to Tenant fails and/or (ii) such records made available to give Landlord an Objection Notice within Tenant, or the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearlack thereof. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year year, Fiscal Year, and/or applicable billing period, are less than reported, Landlord shall promptly provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, so that Tenant is reimbursed as quickly as possible. Likewise, if Landlord and Tenant determine that Expenses for the calendar year year, Fiscal Year, and/or applicable billing period, are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. The If Tenant fails to give Landlord an Objection Notice with respect to any records obtained by that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be treated as confidential. In no event shall Tenant be permitted deemed to examine have approved Landlord’s statement with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses, Taxes, electricity or the Additional Rent payable during such periods. If Tenant fails to dispute any provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses unless applicable Expenses, applicable Taxes, applicable electricity or applicable Additional Rent and shall be barred from raising any claims regarding the applicable Expenses, applicable Taxes, applicable electricity or applicable Additional Rent for that year, Fiscal Year and/or applicable billing period. If Tenant has paid retains an agent to review Landlord’s records, the agent must be a CPA firm of individual CPA licensed to do business in the state or commonwealth where the Property is located, and continues to pay must be compensated solely on an hourly (and not contingency) basis. Tenant shall be solely responsible for all Rent when dueof Tenant’s costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. Landlord shall be solely responsible for all of Landlord’s costs, expenses and fees incurred for the audit.

Audit Rights. TenantTenant may, within 365 180 days after receiving Landlord’s 's statement of Expenses, may give Landlord written notice (“"Review Notice”") that Tenant intends to review Landlord’s 's records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s 's records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “"Objection Notice”") stating in reasonable detail any objection to Landlord’s 's statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 180 day period described above, Tenant shall be deemed to have approved Landlord’s 's statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s 's Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. In addition, if Landlord and Tenant determine that Expenses for the Building for the year in question were less than stated by more than 5%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s 's records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 Within sixty (60) days after receiving Landlord’s statement of ExpensesExpenses (each such period is referred to as the “Review Notice Period”), Tenant may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement applies, and within sixty (60) days after sending the Review Notice to Landlord (such period is referred to as the “Request for Information Period”), Tenant shall send Landlord a written request identifying, with a reasonable degree of specificity, the information that Tenant desires to review (the “Request for Information”). Within a reasonable time after Landlord’s receipt of the Review Noticea timely Request for Information and executed Audit Confidentiality Agreement (referenced below), Landlord Landlord, as determined by Landlord, shall forward to Tenant, or make all pertinent records available for inspection on site at such location deemed reasonably appropriate by Landlord, such records (or copies thereof) for the applicable calendar year that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than review of the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business information appropriately identified in the state or commonwealth where the Property is located. Tenant shall be solely responsible Request for all costs, expenses and fees incurred for the auditInformation. Within 90 sixty (60) days after the any particular records are made available to TenantTenant (such period is referred to as the “Objection Period”), Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails year which relates to give Landlord an Objection Notice within the 90 day period or fails records that have been made available to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that yearTenant. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. If Tenant fails to give Landlord an Objection Notice with respect to any records that have been made available to Tenant prior to expiration of the Objection Period applicable to the records which have been provided to Tenant, Tenant shall be deemed to have approved Landlord’s statement of Expenses with respect to the matters reflected in such records and shall be barred from raising any claims regarding the Expenses relating to such records for that year. If Tenant fails to provide Landlord with a Review Notice prior to expiration of the Review Notice Period or fails to provide Landlord with a Request for Information prior to expiration of the Request for Information Period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the State of Illinois. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, and the fees charged cannot be based in whole or in part on a contingency basis. The records and related information obtained by Tenant shall be treated as confidential, and applicable only to the Building, by Tenant and its auditors, consultants and other parties reviewing such records on behalf of Tenant (collectively, “Tenant’s Auditors”), and, prior to making any records available to Tenant or Tenant’s Auditors, Landlord may require Tenant and Tenant’s Auditors to each execute a reasonable confidentiality agreement (“Audit Confidentiality Agreement”) in accordance with the foregoing. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed firm, or other reasonably qualified third party with expertise in and familiarity with general industry practice with respect to do business the operation of and accounting for a first class office building, provided said third party’s compensation shall in no way be contingent upon or correspond to the state or commonwealth where the Property is locatedfinancial savings to Tenant resulting from such review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit, provided, however, that if said audit determines that Expenses for the Building for the year in question were overstated by 5% or more, then Landlord shall reimburse Tenant, within 30 days after receipt of paid invoices from Tenant, for reasonable amounts paid by Tenant to its auditing agent for such audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. Tenant, however, shall always have the right to audit and examine the Expenses for the Base Year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant, provided that if the Term expires before such determination, Landlord shall promptly refund any overpayment to Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidentialconfidential and, as a condition to Tenant’s audit rights, Tenant and its examiners shall be required to execute and deliver to Landlord a confidentiality agreement in form reasonably acceptable to Landlord and Tenant. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Notwithstanding the foregoing, Landlord agrees that Tenant may retain a third party agent to review Landlord’s books and records which is not a CPA firm, so long as the third party agent retained by Tenant shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and whose compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when dueas provided in the Lease.

Audit Rights. Tenant or its CPA (as defined below) shall have the right, at Tenant's sole cost and expense, within 365 provided Tenant utilizes a Certified Public Accountant (the "CPA"), upon at least thirty (30) days after receiving prior notice to Landlord at any time during regular business hours, and no more frequently than once per calendar year, to audit, review and photocopy Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends 's records pertaining to review Landlord’s records of the Operating Expenses for the immediately previous calendar year only, which shall be maintained in the State of California. Any disputes between Landlord and Tenant concerning Landlord's accounting of Additional Rent shall be resolved using generally accepted accounting principles ("GAAP"). If it is determined from Tenant's audit of such operating expenses that Tenant was overcharged by more than ten percent (10%), such overcharge shall entitle Tenant to which credit against its next payment of operating expenses the statement applies. Within a reasonable time after receipt amount of the Review Noticeovercharge and the costs associated with the audit (and, if such credit occurs following the expiration of the Term, Landlord shall make all pertinent records available for inspection pay the amount of such credit to Tenant within thirty (30) days after Landlord's receipt of an invoice from Tenant). If the audit determines that are reasonably necessary for the Tenant was overcharged less than ten percent (10%), such overcharge shall entitle Tenant to conduct credit against its reviewnext payment of operating expenses the amount of the overcharge and Tenant shall pay for all costs associated with the audit, including Landlord's out-of-pocket costs. If any records are maintained at a location other than the management office audit shall determine that Tenant was undercharged for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenantoperating expenses, Tenant shall have promptly pay the right amount of such undercharge to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith pay for all costs associated with the audit, including Landlord's out-of-pocket costs. Assignees of Tenant may only audit periods for which they occupy the Leased Premises and subtenants of Tenant are not entitled to resolve any issues raised in Tenant’s Objection Noticeaudit rights. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records agrees to keep all information thereby obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. 4.01 Tenant, within 365 ninety (90) days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the statement appliesapplies and specifying, to the extent reasonably practicable, the respects in which Landlord’s statement is disputed. 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is locatedlocated and which is not being compensated by Tenant, in whole or in part, on a contingency basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 ninety (90) days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 ninety (90) day period or fails to provide Landlord with a Review Notice within the 365 ninety (90) day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. If it is determined that Expenses for the year in question were less than stated by more than five percent (5%), then Landlord shall provide Tenant with a credit against the next installment of Rent in the full amount of such discrepancy plus for Tenant’s reasonable costs incurred in connection with such audit. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 thirty (30) days. The Notwithstanding anything to the contrary contained herein, Tenant’s audit rights contained herein are subject to Tenant and its applicable agents first executing and delivering to Landlord a commercially-reasonable form of confidentiality agreement, which shall provide that any records obtained and information gathered and/or reviewed by Tenant and/or its agents shall be treated as strictly confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. TenantTenant may, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the that calendar year to which the statement appliesyear. 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 any records are maintained at a location other than the management office for of the BuildingProject, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm licensed to do business in the state or commonwealth where the Property is locatedfirm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 60 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In addition, if Expenses for the Building for the year in question were less than stated by more than 10%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

Audit Rights. Tenant, within 365 180 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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, at the location where Landlord maintains such records. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. In no event shall any audit be performed by an auditor compensated on a contingency fee or similar basis. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Tenant shall pay the cost of such audit or inspection, including the actual hourly salary of Landlord’s or the building manager’s employee time for each working hour in excess of 10 hours devoted to such inspection or audit to reimburse Landlord for its overhead costs allocable to the inspection or audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within 90 days after the 90 day period records are made available or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. If Tenant’s objection to the Landlord’s statement of Expenses for that year are determined to be well founded, and the sum of Expenses as submitted by Landlord were over-stated by 5% or more, then, subject to verification by Landlord, Landlord shall reimburse Tenant for its audit costs, not to exceed $3,500.00. This audit right of Tenant’s shall be in lieu of any other remedy at law or in equity, and shall preclude, for example, an action for an accounting.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇ ID Number: 11424 2 This Exhibit is attached to and made a part of the Lease by and between CA-METRO PLAZA LIMITED PARTNERSHIP (“Landlord”) and CAPTIVA SOFTWARE CORPORATION (“Tenant”) for space in the Building located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇. As used in this Workletter, the “Premises” shall be deemed to mean the Premises, as initially defined in the attached Lease.

Audit Rights. Tenant, within 365 90 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses and Taxes for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses and Taxes for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses and Taxes unless Tenant has paid and continues to pay all Rent when due. If such difference is determined after the end of the Term, Landlord shall refund such difference to Tenant to the extent that such difference exceeds any amounts then due from Tenant to Landlord.

Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for the calendar year to which the 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 any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Landlord and Tenant determine that Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Landlord and Tenant determine that Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due. This Exhibit (“Work Letter”) is attached to and made a part of the Lease (the “Lease”) by and between OR-KR▇▇▇ ▇AKS, L.L.C., a Delaware limited liability company (“Landlord”), and AEQUITAS CAPITAL MANAGEMENT, INC., an Oregon corporation (“Tenant”), for space in the Building located at 53▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ Oswego, Oregon (the “Building”). Capitalized terms used but not otherwise defined herein shall have the meanings given in the Lease. As used in this Work Letter, the “Premises” shall be deemed to mean the Premises. 1. Landlord shall perform improvements to the Premises substantially in accordance with the Plans (defined in Section 2 below). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the “Landlord Work.” It is agreed that construction of the Landlord Work will be completed at Landlord’s sole cost and expense (subject to the terms of Section 3 below). 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.