Common use of Operating Expenses Clause in Contracts

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.

Operating Expenses. In (a) Throughout the event Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in SECTION 4.01(b) hereof). Such payments shall be made as follows: (1) Prior to the Commencement Date and on the first day of January of each year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with Landlord's estimate of the Operating Expenses for the Building and/or forthcoming year. On the Property first day of which the Leased Premises are a part, shall, in any calendar year each month during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)such year, Tenant agrees to shall pay as Additional Rent one-twelfth (1/12th) of Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share 's Proportionate Share of the estimated Operating Expenses for each such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term, then, until the first day of the calendar year, month following the month in which amount shall be adjusted each year based upon anticipated Tenant is given Landlord's estimate of Operating Expenses. Within six (6) months following , Tenant shall continue to pay to Landlord on the close first day of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of month the monthly payments made by Tenant exceeds the amount of Additional Rent due sum payable by Tenant under this section, SECTION 4.01 for the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total month of December of the monthly payments preceding year. (2) On the first day of April of each year during the Term, or as soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of the actual Operating Expenses for the preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if any, which Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above. If Tenant's Proportionate Share of the actual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Additional Rent due by hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant under this sectionin writing of any change in Landlord's estimate of Operating Expenses for the then current year, the account in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be accompanied by an invoice for adjusted to reflect the Additional Rentamount shown in such notice and shall be effective, and if in due from Tenant, on the last year first day of the Term, be accompanied by a refundeach month following Landlord's giving of such notice. Tenant Landlord also shall have the right to engage ▇▇▇▇ Tenant for understatements in Operating Expenses charged to Tenant for only the immediately preceding two (2) calendar years and Tenant shall reimburse Landlord for such understated charges within thirty (30) days after receipt of an independent Certified Public Accountant or a qualified employee invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant at Tenant expense to conduct an audit will pay during each year during the Term Tenant's Proportionate Share of Landlord’s computations of Additional Rent due under this section. actual Operating Expenses. (3) If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of a calendar yearDecember, the amount of any Additional Rent payable by Tenant applicable to actual Operating Expenses for the year in which such termination shall occur the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated on so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the ratio that numerator of which shall be the number of days from during such fractional year falling within the commencement Term, and the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this SECTION 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (b) As used in this Lease, "OPERATING EXPENSES" means all expenses, costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the calendar year Building, which cost shall include all expenditures by Landlord to and including maintain all facilities in operation at the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt beginning of the invoice term and such additional facilities installed in subsequent years as Landlord may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expenses shall be determined according to generally accepted accounting showing Additional Rent due.principles (which shall be consistently applied) and shall include, but are not limited to, the following:

Operating Expenses. In the event the If Lessor's Operating Expenses per net rentable square foot for the Building and/or the Property of which the Leased Premises are a part, shallProperty, in any calendar year during the Termterm of this Lease exceeds the Operating Expense Base, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant Lessee agrees to pay as Additional Rent Tenant’s pro rata additional rent Lessee's share of such excess operating expenses. As used herein, the term "Lessee's share of ----------------- such excess Operating Expenses" means the amount by which Lessor's Operating ------------------------------ Expenses per net rentable square foot exceed the Operating Expense Base, multiplied by the net rentable square feet comprising the Leased Premises. Landlord Lessor may invoice Tenant Lessee monthly for Tenant’s pro rata Lessee's share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six one-hundred twenty (6120) months days following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event Failure of Lessor to give Lessee said notice within said time period shall not be a waiver of Lessor's right to collect said additional rent. If the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent the additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event If the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision provisions in this Lease, during the year in which the Lease terminates, Landlord, prior to Lessor within six (6) months following the termination date, shall have the option to invoice Tenant Lessee for Tenant’s pro rata Lessee's share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Lessee shall have the right at its own expense and within a reasonable time, to audit during Lessor's regular business hours Lessor's books relevant to the additional rent payable under this Section. Notwithstanding anything to the contrary contained in this Lease, if the Building is not occupied to the extent of ninety-five percent (95%) of the rentable area thereof, during any calendar year, Lessee's additional rent under this Section and the operating expenses shall be determined as if the Building had been occupied to the extent of ninety-five (95%) of the rentable area during such year. Lessee agrees to pay any Additional Rent additional rent due under this section Section within ten thirty (1030) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. The accounting of the Operating Expenses will be performed in accordance with Generally Accepted Accounting Principles. For the purpose of calculating the Operating Expenses, no Controllable Expense will increase more than five percent (5%) over the charge paid by Tenant the previous Lease Year. If the average occupancy rate of the Building Rentable Area will be less than ninety-five percent (95%) during any calendar year, or if any tenant is separately paying for (or does not require) electricity, janitorial, or other services furnished to its premises, then, for purposes of calculating Operating Expenses, the Operating Expenses for such period that vary with the level of occupancy of the Building or Project will be increased by the additional costs and expenses that Landlord reasonably estimates would have been incurred if the average occupancy rate had been ninety-five percent (95%) for such period. In no event will the event Project tenants be required to pay, in the aggregate, more than 100% of the actual Operating Expenses of the Building or Project for any calendar year, and Tenant will not be required to pay more than one hundred percent (100%) of its Proportionate Share of the total increase in Operating Expenses actually incurred for the calendar year, with such actual Operating Expenses to be determined and payments reconciled through the process described above. At Tenant’s written request, Landlord will provide information sufficient to disclose or quantify adjustments made to each category of Operating Expenses increased pursuant to the provisions of this Section. For the purpose of this Section, the term “Building” will be deemed to include the roof of the Building and any extensions therefrom, courtyards, sidewalks, landscaping, and all other areas, facilities, improvements, and appurtenances relating to any of the foregoing; provided, however, that Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s will not include Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating ExpensesProject. Within six (6) months following 120 days after the close end of each calendar year, Landlord shall provide will submit to Tenant an accounting the Statement showing in reasonable detail all computations (i) the actual Tenant’s Proportionate Share of the amount by which Operating Expenses incurred during the preceding calendar year exceed the Tenant's Forecast Operating Expenses, (ii) the amount thereof paid by Tenant, and (iii) the balance due or the overpayment. If there is a balance due, Tenant will pay the balance due as Additional Rent due under within thirty (30) days following receipt of such Statement. If the Statement indicates an overpayment, then Landlord will credit the net overpayment toward Tenant’s next estimated payment(s) pursuant to this section. In Section or if at the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year end of the Term, be accompanied by a refundwill refund such excess to Tenant. Tenant shall or its designated representative, at its sole expense, will have the right once per calendar year during the Term to audit Landlord’s books and records relating to the Operating Expenses for the immediately preceding calendar year. This audit must take place on a mutually agreeable date during reasonable business hours at Landlord’s office at the address stated above and only after Tenant has given Landlord at least fourteen (14) calendar days prior written notice of the date and time Tenant desires to commence such audit. If Tenant elects to audit Landlord’s books and records, Tenant will have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct perform an audit of the Operating Expenses for the immediately preceding two (2) calendar years, such audit to be conducted by a reputable accounting firm reasonably approved by Landlord’s computations of Additional Rent due under this section. If any such audit reveals an error by Landlord resulting in an overcharge to Tenant, then Landlord will promptly reimburse Tenant for the amount erroneously charged to Tenant. Likewise, if any such audit concludes that reveals an error resulting in Tenant being undercharged, then Tenant will promptly reimburse Landlord has misstated Operating Expenses, Landlord shall correct for the amount of Additional Rentsuch deficiency. If any audit performed by Tenant reveals that the audit concludes that Landlord has misstated Operating Expenses in total have been overstated by more than 10% of the Base Year Operating Expensefive percent (5%), Landlord shall additionally will pay and/or reimburse Tenant for the cost of the audit not to exceed Two Thousand, Five Hundred Dollars ($5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due2,500.00).

Operating Expenses. In (a) For each calendar year occurring during the event Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the Building and/or amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the Property first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of which amounts paid or incurred on, or subsequent to, the Leased Premises are a partCommencement Date, shall, in and (ii) for any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other ends later than the last day of a the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of any Additional Rent the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable by Tenant applicable to only on the year first (1st) day of each calendar month occurring after the calendar month in which such termination shall occur the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be prorated made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the ratio that Monthly Estimated OE Payments on account thereof shall be reconciled after the number end of days from the commencement of the such calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueas provided in Section 2.2(f).

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent, (except during the applicable Free Rent Period) Tenant’s pro rata share of Operating Expenses (as hereinafter defined) for the Leased Premises. For purposes of this Lease, Tenant’s pro rata share of Operating Expenses shall be paid by Tenant in the proportion that the Rentable Area in the Leased Premises (as set forth hereinabove) bears to the total Rentable Area in Unit A and Landlord and Tenant agree that such excess Operating Expensespro rata share shall equal one hundred percent (100%). Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating ExpensesExpenses determined in Landlord’s reasonable discretion. Within six four (64) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent Operating Expenses due under this sectionsection including. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent Operating Expenses due by Tenant under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent Operating Expenses due by Tenant under this section, the account accounting shall be accompanied by an invoice for the Operating Expenses due as Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date Expiration Date bears to 365. Tenant shall have the right, at its own expense and within six (6) months after Tenant receives the accounting described above, to audit Landlord’s books relevant to the Additional Rent payable under this section upon reasonable notice to Landlord, but not more than once each calendar year; however, if the audit correctly discloses an overpayment by Tenant of more than the greater of (a) five percent (5%) of Operating Expenses or (b) Five Hundred and No/100 Dollars ($500.00), Landlord shall pay for the reasonable cost of such audit. Tenant agrees to keep the results of any audit strictly confidential and pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.

Operating Expenses. In the event the Operating Expenses Tenant agrees to pay without notice, demand, deduction, counterclaim, set-off or abatement of any kind, Tenant's Pro Rata Share of Landlord's operating expenses for the Building and/or the Property of which the Leased Premises are a part, shall, Project as set forth in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 Section 2.06 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess "Operating Expenses"). Landlord may shall invoice Tenant monthly for Tenant’s pro rata share 's Pro Rata Share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted year commencing on the Commencement Date and may adjust such share each subsequent year based upon anticipated Operating Expenses. Within six (6) months following Twice yearly Landlord is entitled to adjust the close estimated Operating Expenses to reflect current or anticipated Operating Expenses. Notwithstanding anything to the contrary set forth in this Section 2.05, when determining Tenant's Pro Rata Share of each Operating Expenses for calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In years subsequent to the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last first full calendar year of the Term, Tenant's Pro Rata Share of Operating Expenses for such calendar years shall not increase more than five percent (5%) from the immediately preceding calendar year. Calculation of increases in Tenant's Pro Rata Share of Operating Expenses subsequent to the first full calendar year of the Term shall be accompanied on a cumulative basis, i.e. if Tenant's Pro Rata Share of Operating Expenses increases three percent (3%) from the immediately preceding calendar year, then Tenant's Pro Rata Share of Operating Expenses may increase seven percent (7%) for the immediately following calendar year. Provided, the foregoing cap on Tenant's Pro Rata Share of Operating Expenses shall not apply to utilities (water, sewer, gas, electricity and telephone) for the Common Areas and trash removal. Tenant's Pro Rata Share of such Operating Expenses (water, sewer, gas, electricity and telephone) shall always be based upon the actual amount of such expenses. Provided further, if the Building or Project is not fully leased, with respect to calculating the foregoing cap, Landlord will be entitled to gross-up management fees as if the Building or Project had been fully leased and fully assessed by all taxing authorities for the previous calendar year. Provided no Event of Default exists, Tenant may, at its own expense (except as set forth below), audit Landlord's books relevant to the Operating Expenses. With respect to such audit, Tenant 1) may review Landlord's books during office hours, 2) must perform such audit at the location of Landlord's books, 3) must request such audit within sixty (60) days of receipt of its annual reconciliation of Operating Expenses, 4) must deliver to Landlord a refundcopy of the results of such audit within fifteen (15) days of its completion, and 5) may not audit the same calendar year more than one time. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee Assignees of Tenant at may only audit periods for which they occupy the Leased Premises and subtenants of Tenant expense are not entitled to conduct any audit rights. If an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes reveals that Landlord has misstated Operating Expenses, Landlord shall correct the amount over charged Tenant for its Pro Rata Share of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by 3% or more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the reimburse Tenant its reasonable documented out-of-pocket expenses associated with such audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, along with the amount of any Additional Rent payable by which Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueoverpaid.

Operating Expenses. In (a) Landlord’s CAM Expenses, the event Utility Expenses and the Insurance Expenses are collectively referred to as “Landlord’s Operating Expenses” and shall be determined and paid in accordance with the provisions of this Article 5. (b) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which Landlord’s CAM Expenses for any Lease Year during the Term exceeds the Base CAM Expenses. Tenant’s Proportionate Share of Landlord’s CAM Expenses for less than a full Lease Year will be prorated. (c) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which the Utility Expenses for any Lease Year during the Term exceeds the Base Utility Expenses. Tenant’s Proportionate Share of the Utility Expenses for less than a full Lease Year will be prorated. (d) Tenant shall pay to Landlord Tenant’s Proportionate Share of the amount by which the Insurance Expenses for any Lease Year during the Term exceeds the Base Insurance Expenses. Tenant’s Proportionate Share of the Insurance Expenses for less than a full Lease Year will be prorated. (e) Notwithstanding anything to the contrary contained in this Section 5.1, Tenant shall not be obligated to pay Controllable Operating Expenses (as hereinafter defined) for any Lease Year which are more than one hundred five percent (105%) of the Controllable Operating Expenses for the Building and/or immediately prior Lease Year, plus the Property aggregate amount of the Excess Controllable Operating Expenses for any prior Lease Years, if any (the “Expense Cap”). If the Controllable Operating Expenses for any Lease Year exceed the Expense Cap for such Lease Year (the “Excess Controllable Operating Expenses”), then Landlord shall carry forward such Excess Controllable Operating Expenses to the first Lease Year in which the Leased Premises Controllable Operating Expenses for such Lease Year are a part, shall, in any calendar year during less than the Term, exceed Expense Cap for such Lease Year (but only up to the amount of the Expense Cap for such Lease Year). Landlord may add the Excess Controllable Operating Expenses to the Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees but only up to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due the Expense Cap) for as many Lease Years as necessary until the Excess Controllable Operating Expenses are paid in full by Tenant under this sectionTenant. For purposes hereof, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated term “Controllable Operating Expenses, Landlord ” shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay mean the cost of (1) maintaining and repairing the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day HVAC systems (other than the last day cost of new parts and equipment), (2) Landlord’s general repair and maintenance obligations under this Lease (other than the cost of new parts and equipment), (3) providing the Janitorial Services set forth in Section 9.7, and (4) landscaping services (other than snow removal). Notwithstanding anything to the contrary contained in this Section 5.1(e), Controllable Operating Expenses shall not be subject to the Expense Cap for any Controllable Operating Expenses which increases as a calendar year, the amount result of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year following events: (1) the labor unions providing services relating to a Controllable Operating Expense enter into a new labor union contract, (2) the vendors providing the services relating to a Controllable Operating Expense unionize and including the termination date bears to 365. Tenant agrees to pay enter into a labor union contract, or (3) any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueExcusable Delay.

Operating Expenses. In addition to the event Base Rent, Tenant shall pay as additional rent its proportionate share (hereinafter referred to as “Tenant’s Proportionate Share”) of Operating Expenses (defined below) of all Operating Expenses of the Property, except the following designated Operating Expenses for which Tenant’s Proportionate Share shall be specifically the following: Real Estate Taxes 10.55 % Insurance 3.85 % Landscape 15.65 % Security 15.20 % Repair and Maintenance 15.75 % Fire and Life Safety 14.45 % HVAC 7.00 % Common Area Facilities 14.75 % Tenant’s Proportionate Share shall be determined by dividing the rentable square footage of the Premises by the rentable square footage of the Property. At the present time, Tenant’s Proportionate Share is 19.91%. Operating Expenses shall be paid to Landlord in accordance with the following provisions: A. Landlord shall furnish to Tenant within thirty (30) days prior to the beginning of each calendar year, including the first calendar year following the year in which the Commencement Date occurs, a budget setting forth Landlord’s estimate of Operating Expenses for the Property for the upcoming year. Tenant shall pay to Landlord, on the first day of each month an amount equal to one-twelfth (1/12th) of Landlord’s estimate of the Operating Expenses for that calendar year. If there shall be any increase or decrease in the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a revised budget and the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each and paid or credited, as the case may be. If a calendar year based upon anticipated ends after the expiration or termination of this Lease, the Operating Expenses. Expenses payable hereunder shall be prorated to correspond to that portion of the calendar year occurring within the Term of this Lease. B. Within six (6) months following 120 days after the close end of each calendar year, Landlord shall provide furnish to Tenant an accounting operating statement showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice actual Operating Expenses incurred for the Additional Rentpreceding calendar year. Upon request by Tenant, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If review pertinent back up documentation evidencing the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.and

Operating Expenses. In (a) During the event Lease Term, Tenant shall continue to pay, as rent, the amounts and charges provided in Section 6 of the Original Lease, as amended by Section 7 of the Addendum, with respect to Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of the Operating Expenses, together with all other amounts and charges payable by Tenant to Landlord under the Lease, except that commencing on October 1, 2012, the Base Year shall be changed to 2013. (b) Notwithstanding anything set forth herein to the contrary, commencing as of January 1, 2014 and continuing thereafter during the Lease Term, in connection with determining the amount of Tenant's Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of Operating Expenses, the Operating Expenses shall not be deemed to have increased in any year by more than four percent (4%) of actual Operating Expenses for the immediately preceding year, on a cumulative basis (i.e., to the extent that any portion of the cap is unused in a particular year, such unused portion, together with any unused portions from prior years shall be carried forward and added to the 4% cap in the following year), exclusive of Excluded Items. "Excluded Items" means capital amortization, removal of snow and ice, utility costs, insurance premiums and taxes. The aforesaid Excluded Items shall be deducted before the cap is applied to the determination of Tenant's Building and/or Proportionate Share and Tenant's Site Proportionate Share, as the Property case may be, of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s increases for Operating Expenses and Tenant shall pay its actual Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of increases for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each year for all such Excluded Items. Notwithstanding anything to the contrary, Landlord may not recover more than 100% of the Tenant's Building Proportionate Share and Tenant's Site Proportionate Share of Operating Expenses from Tenant in any calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing subject to adjustment as provided in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total Paragraph 6.8 of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Original Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.

Operating Expenses. In (a) For each calendar year occurring during the event Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the Building and/or amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the Property first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of which amounts paid or incurred on, or subsequent to, the Leased Premises are a partCommencement Date, shall, in and (ii) for any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other ends later than the last day of a the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of any Additional Rent the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable by Tenant applicable to only on the year first (1st) day of each calendar month occurring after the calendar month in which such termination shall occur the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be prorated made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the ratio that Monthly Estimated OE Payments on account thereof shall be reconciled after the number end of days from the commencement of the such calendar year to and including the termination date bears to 365as provided in Section 2.2(f). Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.________________________________________________________________________________________________________________________

Operating Expenses. In From and after the event occurrence of a Sweep Event (taking into account Borrower’s deposit of Rents and Gross Revenues in accordance with Section 6.1), Borrower shall deposit with or on behalf of Lender on or before each Monthly Payment Date the monthly amount set forth in the Approved Annual Budget for the following month as being necessary for payment of Approved Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the period from April 1Waste Management Lease (together with any additional funds, 2011 through March 31if any, 2012 for Extraordinary Expenses requested by Borrower and approved by Lender in accordance with the terms hereof), which amounts shall be shall be transferred by or at the direction of Lender into an Account established to hold such funds (the “Base YearOperating Expense Account”). Amounts deposited pursuant to this Section 6.5 are referred to herein as the “Operating Expense Funds”. Provided no Event of Default has occurred and is continuing (it being expressly understood that a Sweep Event triggered under Section 6.8(c) does not constitute an Event of Default for purposes of this Section provided such Sweep Event terminates as and when required under Section 6.8), Tenant agrees Lender shall disburse Operating Expense Funds to Borrower out of the Operating Expense Account to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Approved Operating Expenses, Landlord shall correct the amount within fifteen (15) days after delivery by Borrower to Lender of Additional Rent. If the audit concludes a request therefor (but not more often than once per month), in increments of at least $10,000, provided (i) such disbursement is for an Approved Operating Expense; and (ii) such disbursement is accompanied by (A) an Officer’s Certificate certifying (x) that Landlord has misstated such funds will be used to pay such Approved Operating Expenses by more than 10% of the Base Year Operating Expenseand a description thereof, Landlord shall additionally (y) that all previous disbursements have been or will be used to pay the cost of previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from the audit not requested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) documentation satisfactory to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior Lender as to the termination dateamount, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to necessity and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duepurpose therefor.

Operating Expenses. 4.4.1 In addition to the event Fixed Minimum Rent, Tenant shall pay to Landlord its pro-rata share of the increase in Operating Expenses (as such term is hereinafter defined) over the first Lease year which shall be defined as 1997. Such pro-rata share shall be determined by multiplying the Operating Expenses for by the Building and/or the Property of which the Leased Premises are a part, shall, Tenant's Percentage referred to in any calendar year during the Term, exceed Landlord’s Section 1.1 hereof. The Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), each prospective calendar year shall be determined and estimated by Landlord. Tenant agrees to pay as Additional Rent Tenant’s pro rata its share of such excess Operating Expenses, as additional rent, in monthly payments in advance during the term of this Lease as may be estimated by Landlord. Landlord may invoice Tenant monthly for Tenant’s pro rata share of At the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close end of each calendar year, Landlord shall provide advise Tenant of Tenant's share of the Operating Expenses payable for such year as computed on the accrual basis based upon the costs thereof to Landlord. Tenant upon written request to Landlord shall be provided with an accounting showing itemized cost analysis in reasonable detail all computations and shall have the right to review the records in support of Additional Rent due under this section. In the event the accounting shows that the total Landlord's calculation of Tenant's share of the monthly payments made by Tenant exceeds the amount Operating Expenses. If Tenant's review of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total Landlord's records in support of Tenant's share of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this sectionOperating Expenses results in a finding that Landlord overcharged Tenant, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee require Landlord to ▇▇▇▇ Tenant for Tenant's share of Tenant at Tenant expense Operating Expenses annually as opposed to conduct an audit of Landlord’s computations of Additional Rent due under being paid in monthly payments as provided for in this sectionSection 4.4. 1. If there shall have been an underpayment by Tenant, Tenant shall forthwith pay the audit concludes that Landlord has misstated difference, and if there shall be an overpayment by Tenant, Tenant shall be given a credit towards the next due payment(s) of its share of Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated The Operating Expenses payable by Tenant as provided for herein shall not increase from the immediately preceding annual period by more than 10% of four percent (4%); and, provided that any and all non-controllable items which comprise the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon (such as real estate taxes, premiums paid for insurance on the previous year’s Operating Expenses. If this Lease Building and similar items) shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent be payable by Tenant applicable and not subject to such limitation. 4.4.2 For the purposes of this Section 4.4, the term "Operating Expenses" shall include all reasonable and customary costs and expenses relating to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement operation and maintenance of the calendar year Building as an office building, including, but not limited to, costs of replacement for tools and equipment, reasonable amounts paid to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt managing agents of the invoice Building, amounts paid for legal or other professional services related to the Premises, costs of clerical and accounting showing Additional Rent duestaff and costs of telephone, telegraph, postage, stationery supplies and other materials required by such staff, amounts paid to contractors for services, materials and supplies (including without limitation, the servicing and maintenance of the elevator, plumbing, heating, air conditioning, ventilating, lighting, electrical, security and fire alarms and other systems and equipment), reasonable premiums paid for insurance, cost of equipment rental, including applicable taxes, costs of electricity, water and other utilities, Real Estate Taxes (hereinafter defined), and costs of painting the Premises or Common Areas. The term "Operating Expenses" shall also include all costs and expenses relating to the operation and maintenance of the Parcel and all improvements thereon, including without limitation all costs of landscape maintenance and the materials and supplies incident thereto, all costs and expenses relating to the maintenance and operation of all entrances, exits, parking areas, driveways, curbs, walks, and exterior lighting, reasonable premiums for public liability and other insurance. For the purposes of this Section 4.4, the term "Real Estate Taxes" shall include all real estate taxes, assessments (general and special) and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen or unforeseen, and each and every installment thereof, which shall or may during the Lease Term be levied, assessed, imposed, become due and payable, or liens upon, or arise in connection with the use, occupancy or possession of, or grow due or payable out of, or for, the Building or any part thereof, the Parcel and all improvements thereon. Operating Expenses and Real Estate Taxes do not include, nor shall Tenant be obligated to contribute towards, any expenses associated in any way with Landlord's compliance with the Americans with Disabilities Act, toxic or hazardous materials regulations (whether federal, state or local) or asbestos abatement or containment other than materials introduced into the Premises by Tenant.

Operating Expenses. In Tenant shall also pay as additional rent commencing on the event Commencement Date, Tenant's pro rata share of the Operating Expenses operating expenses of Landlord for the Building and/or the Property project of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year from time-to-time by Landlord based upon anticipated Operating Expensesoperating expenses. Within six ninety (690) months days following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by evidence of a credit against Base Rent and other charges due hereunderto Tenant's account. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s 's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the Including such termination date bears to 365. Tenant agrees to pay any Additional Rent additional rent due under this section Section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Tenant's pro rata share set forth in Section 1.8 shall be equal to a percentage based upon a fraction the numerator of which is the total area of the Premises as set forth in Article 1, subject to adjustment as provided in this Lease, and the denominator of which shall be the net rentable area of the Building. Upon termination of the Lease, Landlord and Tenant agree to reconcile within sixty (60) days any amounts due from either party for the over payment or underpayment of operating expenses by Tenant.

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant Lessee agrees to pay pay, as Additional Rent Tenantadditional rent, Lessee’s pro rata share (as determined by the formula set forth in Section 2.02 above) of such excess Lessor’s Operating ExpensesExpenses (hereinafter defined) for the Building without deduction or set-off of any kind except as otherwise set forth herein. Landlord Lessor may invoice Tenant Lessee monthly for TenantLessee’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year from time-to-time based upon anticipated Operating Expenses. As of the date hereof, it is estimated that the Operating Expenses for calendar year 2000 will be approximately $2.44 per rentable square foot. Lessor agrees that Lessee’s obligation to pay Controllable Operating Expenses (i.e., all Operating Expenses other than taxes, insurance and utility costs) shall not be increased by more than five percent (5%) per annum on a cumulative per square foot basis. Within six (6) four months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this sectionSection, the accounting such amount shall reflect a credit against Base Rent and other charges due hereunderbe refunded to Lessee. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this sectionSection, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensesadditional rent. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor’s books relevant to the additional rent payable under this Section. With respect to such audit, Lessee (i) may review Lessor’s books during office hours, (ii) must perform such audit at the location of Lessor’s books; provided, however, Lessor must provide a location within Texas to review same if its books are otherwise held outside of the United States, (iii) must request such audit within three (3) years of receipt of its annual reconciliation of Operating Expenses, (iv) must deliver to Lessor a copy of the results of such audit, and (v) may not audit the same calendar year more than one time. If, as a result of such audit, it is determined that the Operating Expenses have been overstated by three percent (3%) or more, Lessor shall be required to reimburse Lessee for the costs of such audit within thirty (30) days of receipt of written request therefore. Assignees of Lessee may only audit periods for which they occupy the Leased Premises and subtenants of Lessee shall have no audit rights. Lessee agrees to pay any Additional Rent additional rent due under this section Section within ten thirty (1030) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to shall also pay as Additional Rent additional rent Tenant’s 's pro rata share of such excess Operating Expensesthe operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year from time-to-time by Landlord based upon reasonably anticipated Operating Expensesoperating expense. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all the computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by evidence of a credit against Base Rent and other charges due hereunderto Tenant's account. In the any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensesadditional rent. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the such termination date bears to 365. Tenant agrees to pay any Additional Rent additional rent due under this section Section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Following development and construction of a second building on the property, as described in Subsection 1.4 above, Tenant's pro rata share set forth in Section 1.9 shall, subject to reasonable adjustment by Landlord, be equal to a percentage based upon a fraction, the numerator of which is the total area of the Premises as set forth in Article 1 and the denominator of which shall be the net rentable area of both the Tenant's Building and the second building, as the same may change from time to time.

Operating Expenses. In All costs and expenses, other than Real Estate Taxes, with respect to the event operation and maintenance of the Operating Expenses Property shall be prorated between Buyer and Seller as of the Adjustment Time, including all fees and charges for sewer, water, electricity, heat and air-conditioning service and other utilities; charges under those Service Contracts, if any, assigned and assumed by Buyer; and periodic fees payable under transferable licenses and permits for the Building and/or operation of any of the Property Property. Such costs and expenses shall be prorated as of which the Leased Premises are a part, shall, in any calendar year during Adjustment Time such that Seller shall be responsible for all such costs and operating expenses attributable on an accrual basis to the Term, exceed Landlord’s Operating Expenses period prior to the Adjustment Time and Buyer shall be responsible for the Building and/or the Property for all such costs and expenses attributable on an accrual basis to the period from April 1, 2011 through March 31, 2012 (and after the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share Adjustment Time. If invoices or bills for any of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of costs and expenses are unavailable on or before the estimated Operating Expenses for each calendar yearClosing Date, which amount such costs and expenses shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent estimated and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant prorated at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses Closing based upon the previous year’s Operating Expenses. If this Lease shall terminate on latest information available (including prior bills and operating history) and a day other than the last day of a calendar year, the amount final and conclusive readjustment of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur cost and expense item shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following made upon receipt of the actual invoice or accounting showing Additional Rent due▇▇▇▇, but in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Buyer shall take all commercially reasonable steps to effectuate the transfer to Buyer's name as of the date of Closing of all utilities which are in Seller's name, and where necessary, open a new account in Buyer's name and post deposit with the utility companies. Buyer and Seller shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. If Buyer and Seller are unable to obtain such final meter readings as of the Closing Date from all applicable meters, utility expenses related to such meters shall be estimated at Closing based upon the operating history of the Property subject to the final adjustment in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Seller shall be entitled to recover any and all deposit held by any utility companies for utilities in any Seller's name as of the date of Closing.

Operating Expenses. In (a) During the event the term of this Lease, Tenant shall pay to Landlord, as Additional Monthly Rent, Tenant's percentage share of all Operating Expenses for (as hereinafter defined) paid or incurred by Landlord during the term of this Lease. Tenant's percentage share shall be a fraction (expressed as a percentage) the numerator of which is the total number of square feet in the Premises and the denominator of which is the total number of square feet in the Building and/or (both subject to adjustment, from time to time, to reflect Landlord's calculation of load factors). Landlord and Tenant agree that Tenant's percentage share (subject to adjustment as provided above) shall be One and Seventy-Four hundredths percent (1.74%). The Additional Monthly Rent payable by Tenant pursuant to this Paragraph 34(a) shall be calculated and paid in accordance with the Property of which following procedures: (1) On or before the Leased Premises are a partCommencement Date, shallor as soon thereafter as practicable, in any and on or before the first day each subsequent calendar year during the Termterm of this Lease, exceed or as soon thereafter as practicable, Landlord shall give Tenant written notice of Landlord’s Operating Expenses 's estimate of the amount payable under this Paragraph 34(a) for the Building and/or balance of the Property first calendar year after the Commencement Date or for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each ensuing calendar year, which as the case may be. Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance on or before the Commencement Date and on or before the first day of each month during such balance of the first calendar year after the Commencement Date or during each ensuing calendar year, as the case may be. If such notice is not given for any calendar year, Tenant shall continue to pay on the basis of the prior year's estimate until the month after such notice is given, and subsequent payments by Tenant shall be adjusted each based on Landlord's current estimate. If at any time it appears to Landlord that the amount payable under this Paragraph 34 (a) for the current calendar year will vary from Landlord's estimate, Landlord may, by giving written notice to Tenant, revise Landlord's estimate for such year, and subsequent payments by Tenant for such year shall be based upon anticipated Operating Expenses. on such revised estimate. (2) Within six (6) months following a reasonable time after the close end of each calendar year, Landlord shall provide give Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total a written statement of the monthly payments made by Tenant exceeds the amount of Additional Rent due payable by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunderParagraph 34(a) for such calendar year certified by Landlord. In the event the accounting If such statement shows that the total of the monthly payments made an amount owing by Tenant that is less than the estimated payments for such calendar year previously made by Tenant, Landlord shall credit the excess to the next succeeding monthly installments of the amount of Additional Rent due payable by Tenant under this sectionParagraph 34(a). If such statement shows an amount owing by Tenant that is more than the estimated payments for such calendar year previously made by Tenant, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not deficiency to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section Landlord `within ten (10) days following receipt after delivery of such statement. Tenant or Tenant's authorized agent or representative shall have the invoice right to inspect at any time within ninety (90) days after delivery of such statement the books of Landlord relating to Operating Expenses for the relevant calendar year, after giving reasonable prior written notice to Landlord and during the business hours of Landlord at Landlord's office in the Building or accounting showing Additional Rent dueat such other location as Landlord may designate, for the purpose of verifying the information in such statement. Failure by Landlord to give any notice or statement to Tenant under this Paragraph 34 shall not waive Landlord's right to receive, or Tenant's obligation to pay, the amount payable by Tenant under this Paragraph 34(a).

Operating Expenses. In Tenant shall pay monthly as Additional Rent an amount equal to one-twelfth (1/12th) of Tenant's Proportionate Share of the event estimated Operating Expenses. For the period from the Commencement Date to the date of the first adjustment as provided below, Tenant shall pay Six Thousand Eighty-Four Dollars and Twenty-One Cents ($6,084.21) per month as the estimated Tenant's Proportionate Share of Operating Expenses. Each calendar year on or before April 1, or as soon thereafter as is reasonably possible, Landlord shall deliver to Tenant a statement setting forth Landlord's reasonable estimate of the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any then current calendar year during and shall furnish to Tenant a statement (the Term, exceed Landlord’s "Expense Statement") which shall set forth the actual Operating Expenses for the Building and/or prior calendar year. Tenant shall continue to pay monthly installments in the Property for current amount until Tenant receives notice of a change in payment from Landlord and thereafter each monthly installment will be increased by a prorata portion of the period from April 1, 2011 through March 31, 2012 (amount by which the “Base Year”), Tenant payments which have been made in the calendar year are less than the amount due at the increased installment rate. Landlord agrees to pay as keep true and accurate records of the Operating Expenses of the Building in accordance with generally accepted accounting principles. After delivery of the Expense Statement, there shall be an adjustment between Landlord and Tenant such that after said adjustment Tenant will have paid the Additional Rent amount due in accordance with this section. Payment pursuant to said adjustment to Landlord or Tenant’s pro rata share , as the case may be, shall be made within thirty (30) days from the date of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share 's receipt of the estimated Operating Expenses for each Expense Statement. For any period less than a full calendar month or year, which amount Tenant's Additional Rent under this section shall be adjusted each prorata based on actual expenses for that calendar year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionor month. In the event the accounting shows that less than ninety-five percent (95%) of the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if square footage in the last year of the Term, be accompanied Project is occupied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant tenants at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding all times during any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the then Operating Expenses for such year in which such termination shall occur shall be prorated on the ratio include all additional costs, expenses and disbursements that the number of days from the commencement Landlord reasonably determines would have been incurred had ninety-five percent (95%) of the calendar total square footage in the Project been occupied at all times during such year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueby tenants.

Operating Expenses. (a) The Tenant shall pay to the Landlord by way of additional rent hereunder, in the manner specified In this clause, a proportionate share of all Operating Expenses paid or Incurred by the event Landlord during and In respect of the term of this Lease. The Tenant's proportionate share of Operating Expenses shall be an amount that bears to the said Operating Expenses the same proportion as the Floor Area of the Premises bears to the Gross Leasable Area of the Shopping Centre. (b) Prior to the commencement of each fiscal period adopted by the Landlord, or as soon thereafter as possible, the Landlord shall Inform the Tenant of the estimated amount of Operating Expenses to be paid or Incurred by the Landlord during and in respect of each such fiscal period and the amount thereof payable by the Tenant pursuant to the provisions of this clause 21. The Tenant shall pay the amount so estimated In equal monthly instalments on the first day of each month throughout such fiscal period on account of Its obligations hereunder. Within one hundred and twenty (120) days after the end of each such fiscal period, the Landlord shall Inform the Tenant of the actual Operating Expenses paid or Incurred by the Landlord during and in respect of such fiscal period and the amount thereof payable by the Tenant pursuant to the provisions of this clause 21. If such amount Is greater or less than the payments made by the Tenant on account of the amount of Operating Expenses estimated by the Landlord, appropriate adjustments will be made between the Landlord and the Tenant as soon as possible after the delivery of such statement. (c) For any financial year of the Landlord or fraction thereof, the Landlord may allocate the Operating Expenses for (or any of the Building and/or individual Items making up the Property Operating Expenses) between the Office Level and the Retail Levels in such manner as In the opinion of the Landlord reflects the use by and benef'1t to tenants of premises respectively on the Office Level or the Retail Levels, of the Operating Expenses so allocated. (d) The Operating Expenses referred to in this Lease are, if the Premises is located on the Office Level, the portion of the Operating Expenses allocated by the Landlord to the Office Level pursuant to sub-clause 21 (c) above, or If the Premises Is located on either of the Retail Levels, that portion of the Operating Expenses allocated to the Retail Levels pursuant to sub-clause 21 (c) above. (e) If the Premises is located on the Office Level: (I) notwithstanding the definition In sub-clause 21 (a) above, if the Tenant Is located on the Office Level the Tenant shall also pay a proportionate share of Office Level expenses. * Proportionate share as herein defined means at any particular time the fraction, the numerator of which is the Leased Floor Area of the Premises are and the denominator of which is the aggregate of the Floor Areas of all premises on the Office Level. Office Level expenses shall Include; * the cost of electric light and power supplied to the Premises monthly based on the electric light and power requirements of the Tenant on a part, shall, in any calendar year pro rata or other basis as determined by the Landlord from time to time during the TermLease term and billed by the Landlord to the Tenant; and * the cost of cleaning, exceed Landlord’s Operating Expenses for maintaining and servicing In all respects all electric lighting fixtures In the Building and/or Premises, Including the Property for cost of periodic replacement of electric light bUlbs, tubes, starters and ballasts In the period from April 1, 2011 through March 31, 2012 (Premises. Only the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share carry out such cleaning. maintaining, servicing and replacement. * the cost of cleaning the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoffices if said cleaning is carried out by the Landlord. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant * an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right administration overhead charge equal to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 1015% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueabove costs.

Operating Expenses. In All costs of operation and maintenance, and shall include the event following costs by way of illustration, but not limited to: real property and personal property taxes and assessments; gross receipt taxes; water and sewer charges; insurance premiums; janitorial services; labor; costs incurred in the management of the Building; air conditioning and heating; supplies; materials; equipment; tools; and maintenance costs and upkeep of all parking and common areas (‘Operating Expenses” shall not include depreciation on the building of which the Premises are a part or equipment therein, loan payments, tenant improvements (except for repairs to tenant improvements), executive salaries or real estate brokers’ commissions). If the Operating Expenses paid or incurred by the Lessor for the Building and/or Comparison Year, on account of the Property operation or maintenance of the building of which the Leased Premises are a part, shallare in excess of the Operating Expenses paid or incurred for the Base Year (hereafter described as “the increase”), then Lessee shall pay 0.0% of the increase. This percentage is that portion of the total rentable area of the building occupied by the Lessee hereunder. Lessor shall endeavor to give to Lessee, on or before the first day of March of each year following the Base Year (and each respective Comparison Year), a statement of “the increase” payable by Lessee hereunder. Failure by Lessor to give such statement by said date shall not constitute a waiver by Lessor of its right to require an increase in any calendar year during rent. The statement will show an estimate of the Termprojected increase (“the increase”) which will be billed as twelve monthly installments, exceed for the Comparison Year, and which will be added to the monthly rent. The monthly installments for the months prior to delivery of the statement, will be billed as one lump sum, and set forth in the statement. All remaining monthly installments will be due and payable with each monthly rental payment. If, at the end of the first Comparison Year, “the increase” is determined to be greater than the estimated charges previously billed, then this increase shall be billed for the subsequent Comparison Year. Conversely if “the increase” is determined to be less than the increase previously billed then a credit for this amount will be deducted for ▇▇▇▇▇▇▇▇ for the subsequent Comparison Year. “The increase” for all subsequent Comparison Years, will be administered (billed) in the same manner as for the first Comparison Year (as described above.) Lessee may review Landlord’s operating statements in Landlord’s office. Even though the term has expired and Lessee has vacated the Premises, when the final determination is made of Lessee’s share of Operating Expenses for the Building and/or year in which this Lease terminates., Lessee shall immediately be billed, and will pay to the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of Lessor any increase due over the estimated Operating Expenses for each calendar year, which amount expenses paid Conversely any overpayment made shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionimmediately rebated by Lessor to Lessee. In the event of an increase, Lessor will have the accounting shows that option of deducting a reasonable sum from the total of the monthly payments made by Tenant exceeds Security Deposit to cover the amount of Additional Rent due increase. Notwithstanding anything contained in this paragraph the rental payable by Tenant under this section, the accounting Lessee shall reflect a credit against Base Rent and other charges due hereunder. In the in no event the accounting shows that the total of the monthly payments made by Tenant is be less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if rent specified in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueparagraph 3 hereinabove.

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to Lessee shall also pay as Additional Rent Tenant’s additional rent Lessee's pro rata share of such excess Operating Expensesthe operating expenses of Lessor for the building and/or project of which the leased premises are a part. Landlord Lessor may invoice Tenant Lessee monthly for Tenant’s Lessee's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Lessor may invoice Lessee monthly for Lessee's pro rata share of the estimated operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated operating expenses. Within six (6) nine months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord. Lessor, prior to the termination date, shall have the option to invoice Tenant Lessee for Tenant’s Lessee's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Lessee shall have the right, at its own expense and within a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any Additional Rent additional rent due under this section within ten (10) [Interlineated text] thirty days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In Tenant shall pay to Landlord, in the event the manner set forth in Section 8 below, and as Additional Rent, Tenant's Percentage Share of Operating Expenses for attributable to Landlord's operation, management, repair and maintenance of the Building and/or and the Property portion of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for attributable to the operation, management, repair and/or maintenance of the developed Common Facilities of the Project (including, but not limited to, common detention ponds, the central park area, Building and Project roads, Building and Project landscaping, etc.) allocated by Landlord to the Building and/or based upon the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s Building's pro rata share of thereof (as such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share is reasonably determined by Landlord) (collectively, "TENANT'S PERCENTAGE SHARE OF OPERATING EXPENSES"). Landlord shall not allocate to Tenant any portion of Operating Expenses attributable to undeveloped portions of the estimated Project, developed portions of the Project held for lease (excluding the Building), or developed portions of the Project that are not Common Facilities. Tenant's obligation to pay Tenant's Percentage Share of Operating Expenses for each calendar year, which amount during the Term shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following survive the close expiration or any earlier termination of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes Lease provided that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice invoices Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensessuch amounts no later than two (2) years after such expiration or early termination. If this Lease shall commence or terminate on a day other than the first or last day of a calendar year, respectively, the amount of any Additional Rent Tenant's Percentage Share of Operating Expenses payable by Tenant applicable to the for such calendar year in which such termination shall occur shall be prorated on the ratio that the number basis of days from the commencement a 365 day year and shall be due and payable when rendered notwithstanding termination of this Lease. Tenant's Percentage Share of Operating Expenses allocable to the calendar year in which this Lease commences or terminates shall be deemed to and including have been incurred evenly over the termination date bears entire twelve (12) month period of such calendar year. "TENANT'S PERCENTAGE SHARE" is a percentage equal to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt the rentable square footage of the invoice or accounting showing Additional Rent duePremises divided by the rentable square footage of the Building (as set forth in the Basic Lease Information).

Operating Expenses. The Security Deposit shall serve as a security for the prompt, full, and faithful performance by Tenant of the terms and provisions of this Lease Agreement. In the event that Tenant is in default hereunder and fails to cure within applicable time permitted under this Lease Agreement, Landlord may use or apply the Operating Expenses whole or any part of the Security Deposit for the Building and/or the Property payment of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses's obligations hereunder. Landlord may invoice Tenant monthly for Tenant’s pro rata share The use or application of the estimated Operating Expenses for each calendar year, which amount Security Deposit or any portion thereof shall not prevent Landlord from exercising any or other right or remedy provided hereunder or under any Law and shall not be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionconstrued as liquidated damages. In the event the accounting shows that the total of the monthly payments made Security Deposit is reduced by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionsuch use or application, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, deposit with Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt after written notice, an amount sufficient to restore the full amount of the invoice Security Deposit. Landlord shall not be required to keep the Security Deposit separate from Landlord's general funds or accounting showing Additional Rent duepay interest on the Security Deposit. Any remaining portion of the Security Deposit shall be returned to Tenant within thirty (30) days subsequent to the Expiration Date, as the same may be extended pursuant to Article 39 hereof. Unless refunded in accordance with the remainder of this Article, if the Premises shall be expanded at any time, or if the Term shall be extended at any increased rate of Rent, the Security Deposit shall thereupon be proportionately increased. Notwithstanding the foregoing, if no Event of Default has occurred as of the last day of the twenty-fourth full calendar month after the Commencement Date, Landlord shall refund the Security Deposit to Tenant, it being understood and agreed that if an Event of Default has occurred hereunder or under the Work Letter Agreement or any storage space or parking license entered into by Landlord and Tenant, Landlord shall have no obligation to refund the Security Deposit to Tenant pursuant to this sentence, but shall be otherwise obligated to refund the Security Deposit to Tenant pursuant to the remainder of this Article 34.

Operating Expenses. In (i) Commencing on or prior to the event date that is ninety (90) days before the Operating Expenses for the Building and/or the Property of which the Leased Premises are a partCommencement Date, shall, in any and then at least ninety (90) days prior to each subsequent calendar year during the Term, exceed Landlord’s a proposed Operating Budget (the “Operating Budget”) shall be prepared by Landlord (reasonably based on the actual Operating Expenses for the Building and/or the Property preceding calendar year (except for the period from April 1first Operating Budget) and Landlord’s reasonable projections of any anticipated increases or decreases thereof) and submitted in draft form (with reasonable detail sufficient to inform Tenant of the nature and amount of proposed expenditures) to Tenant for review. All Operating Expenses shall be determined in accordance with GAAP. Accompanying such proposed Operating Budget, 2011 through March 31Landlord shall submit to Tenant a calculation showing Tenant’s monthly Operating Expense payment on the basis of such proposed Operating Budget, 2012 which payment shall equal one twelfth (1/12th) of the annual Operating Budget (the “Base YearMonthly Operating Expense Estimate”). Tenant shall provide to Landlord any questions, comments or proposed revisions to such proposed Operating Budget within twenty (20) days after receipt thereof, and Landlord and Tenant shall cooperate in good faith to address any questions, comments or proposed revisions presented by Tenant. The final Operating Budget shall be the Operating Budget submitted by Landlord to Tenant which accompanies Landlord’s response to Tenant’s questions, comments or proposed revisions to the proposed Operating Budget and shall be subject to adjustment as set forth in Sections 7(a)(iii) and 7(a)(iv). Landlord shall submit to Tenant a calculation showing Tenant’s Monthly Operating Expense Estimate on the basis of such final Operating Budget. (ii) Beginning on the Commencement Date and on the first (1st) day of the first full month after the Commencement Date and continuing thereafter during the Term on the first day of each month, Tenant agrees to will pay Landlord, as Additional Rent Tenant’s pro rata share Rent, the Monthly Operating Expense Estimate. The Monthly Operating Expense Estimate for a period less than a full calendar month shall be duly prorated. Notwithstanding the foregoing, on the date of such excess Operating Expenses. execution of this Lease, Tenant shall pay to Landlord may invoice Tenant monthly for Tenant’s pro rata share on account of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year first month of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations good faith estimate of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% one twelfth of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.expected annual Operating

Operating Expenses. In the event Prior to commencement of each Operating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant an estimate of the Operating Expenses for such Operating Year and if the Building and/or same shall be in excess of the Property Base Operating Expenses, the installments of which rent payable hereunder in respect of each month of such Operating Year shall be increased byway of Additional Rent by an amount equal to one-twelfth (1/12) of three and forty-nine one hundredths percent (3.49%) of such excess and Tenant shall make payment thereof to Landlord accordingly (“Tenant’s Estimated Share”). After the Leased Premises are end of each Operating Year, the Landlord shall furnish to Tenant a part, shall, in any calendar year during the Term, exceed statement of Landlord’s actual Operating Expenses for such Operating Year and Tenant shall pay to Landlord an amount equal to of three and forty-nine one hundredths percent (3.49%) of the Building and/or excess of such Operating Expenses over the Property for the period from April 1, 2011 through March 31, 2012 Base Operating Expenses (the “Base YearTenant’s Actual Share”), Tenant agrees to pay as Additional Rent . If Tenant’s pro rata share Actual Share is greater than the amount paid by Tenant to Landlord as Tenant’s Estimated Share, then Tenant shall pay this difference to Landlord within fourteen (14) days after delivery of such excess Operating Expensesstatement. Landlord may invoice Tenant monthly for If Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant Actual Share is less than the amount of Additional Rent due paid by Tenant under this sectionto Landlord as Tenant’s Estimated Share, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, then Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of refund the excess Operating Expenses based upon the previous year’s Operating Expensesto Tenant within fourteen (14) days after delivery of such statement. 01. If this Lease shall terminate on a day other than on the last day expiry of a calendar yearan Operating Year in any Operating Year, then in computing the amount of any Additional Rent payable by Tenant applicable to under this Article for the year in which such termination shall occur shall be prorated on the ratio that the number of days period from the commencement of the calendar year Operating Year in which the Lease terminates until the date of termination, the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and Tenant shall pay one-three hundred sixty-fifth (1/365) of three and forty-nine one hundredths percent (3.49%) for each day of such Operating Year during which this Lease shall have been in full force and effect. The obligations of the parties hereto to and including adjust sums owed pursuant to this Article shall survive the termination date bears expiration of the term of this Lease Failure of Landlord to 365. Tenant agrees furnish a statement of actual Operating Expenses or to pay any Additional give notice of an adjustment to Annual Rent due under this section within ten (10) days following receipt Article in a timely manner shall not prejudice or act as a waiver of Landlord’s right to furnish such statement or give such notice at a subsequent time or to collect any adjustments to the invoice or accounting showing Additional Base Rent duefor any preceding period.

Operating Expenses. Operating expenses payable by the owner of the Real Property and all other customary charges or costs incident to the ownership of the Property (not otherwise payable directly by a tenant) shall be prorated through Escrow as of 12:01 a.m. on the Closing Date. Seller shall be responsible for all operating expenses accruing and attributable to the Property through the day prior to the Closing Date and Buyer shall be responsible for all operating expenses accruing and attributable to the Property commencing as of the Closing Date. Seller shall not assign to Buyer any deposits which Seller has with any utility companies servicing the Property. Buyer shall arrange with such companies to have accounts open in Buyer’s name beginning at 12:01 a.m. on the Closing Date. To the extent possible, Seller and Buyer shall obtain ▇▇▇▇▇▇▇▇ and meter readings as of the Closing Date and all operating expenses shall be prorated based upon the information then available. As of the Closing, to the extent that it can be reasonably determined that excess operating expense reimbursements have been paid by Tenant to Seller for the period prior to the Closing, Buyer shall be entitled to a credit in an amount equal to such overpayment. Following the Closing, Buyer shall be responsible for reimbursement to Tenant of any such excess amount as so credited to Buyer. In addition, Seller and Buyer shall make any adjustments required to be made subsequent to the Closing in the event the Operating Expenses for information available at the Building and/or Closing is incorrect or incomplete. Specifically, but without limiting the Property generality of which the Leased Premises are a partimmediately preceding sentence, shall, following reconciliation of operating expense reimbursements Seller and Buyer shall make any adjustments (prorata based on the number of calendar days in any the calendar year during which each of Seller and Buyer own the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees Property) required to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing made in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total sum of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant operating expenses collected from tenants is less than or greater than the amount of Additional Rent properly payable or chargeable. Any amount due by Tenant under this section, the account from Seller to Buyer or Buyer to Seller shall be accompanied by an invoice for the Additional Rent, and if in the last year promptly paid upon final determination of the Term, amounts due. There shall be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount no proration of any Additional Rent insurance premiums payable by Tenant applicable to Seller in connection with the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueProperty.

Operating Expenses. In Tenant shall pay to Landlord, as Additional Rent, its Allocated Share of the event increase in Expenses over the Operating Base Year in accordance with the terms and provisions of this section and its Allocated Share of the increase of Real Estate Taxes over the Base Year in accordance with the terms and provisions of this section. Expense Payment: Landlord shall reasonably estimate the increase in Expenses over the Base Year which will be payable for the Building and/or the Property of which the Leased Premises are a part, shall, in any each calendar year during the TermLease Term in advance and Tenant shall pay one-twelfth (1/12) of its share of such increase monthly in advance, together with the payment of Annual Base Rent. After the end of each calendar year and after receipt by Landlord of all necessary information and computations, Landlord shall furnish Tenant a detailed statement of the actual increase in Expenses over the Base Year for the year; and an adjustment shall be made between Landlord and Tenant with payment to or repayment by Landlord, as the case may require, to the end that Landlord shall receive the entire amount actually owed by Tenant for Expenses for its share of the increase for such year and Tenant shall receive reimbursement for any overpayments. Any payment adjustment owed by Tenant will be due forthwith. Any refund will be credited against Tenant's monthly Rent obligations. Annual increases in Expenses exclusive of taxes, insurance and utilities ("Controllable Expenses") shall not exceed Landlord’s Operating 6% (calculated on a cumulative basis) of the Controllable Expenses for the Building and/or prior year. Tenant waives and releases any and all objections or claims relating to Expenses for any calendar year unless, within ninety (90) days after Landlord provides Tenant with the Property annual statement of the actual Expenses for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, Tenant provides Landlord with written notice that it seeks an audit of or disputes the accuracy of the statement or its appropriateness, which amount notice shall specify the particular respects in which the statement is allegedly inaccurate or inappropriate. If Tenant shall dispute the statement then, pending the resolution of such dispute, Tenant shall pay the Additional Rent to Landlord in accordance with the disputed statement. Tenant, at Tenant's expense, may audit Landlord's records relating to the Expenses and the Allocated Share. Such audit shall be adjusted each year based upon anticipated Operating performed during normal business hours at Landlord's headquarters if Tenant provides the written notice from Tenant to Landlord within the ninety (90) day period set forth in 5(b)(ii) and conducts such audit no sooner than twenty (20) days and no later than forty five (45) days after such notice. If any such audit reveals an overcharge of Tenant with respect to Tenant's Expenses. Within six (6) months following the close of each calendar year, such amounts shall be immediately paid to Tenant by Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect as a credit against Base Rent and other charges due hereunderRent. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall Such audit must be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied conducted by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or "Big 4" accounting firm that does not receive a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant contingency fee for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueaudit.

Operating Expenses. In addition to the event rent required by Section Three, Tenant shall also pay Tenant’s Operating Expenses (as defined in Section Ten) to Landlord during the Lease Term. For each calendar year falling entirely or partly within the Lease Term, Tenant shall make advanced estimated monthly payments to Landlord, each payment to cover one-twelfth (1/12) of Tenant’s Operating Expenses expected to be incurred during the current calendar year. The amount of such monthly payments shall be determined as follows: before the beginning of each calendar year, Landlord shall submit to Tenant a statement setting forth Landlord’s reasonable good faith estimates (based on costs of which Landlord is aware and other reasonable assumptions of Landlord) of the amount of Tenant’s Operating Expenses expected to be incurred during such calendar year. Tenant shall pay to Landlord on the first day of each month following receipt of such statement (beginning with the first day of the month that is at least 30 days after receipt of such statement) an amount equal to one-twelfth (1/12) of anticipated Tenant’s Operating Expenses for such calendar year, with appropriate adjustments if any period includes less than one (1) full month. If at any time during the Lease Term, Landlord, in its reasonable discretion, determines it appropriate to revise Tenant’s Operating Expense estimates, Landlord may submit revised reasonable good faith estimates to Tenant (which revised estimate shall set forth in reasonable detail the reason for such adjustment), and commencing with the next monthly payment to be made by Tenant that is at least thirty (30) days after the notice of such adjustment, an appropriate adjustment shall be made to the amount being paid by Tenant; provided Landlord shall not make an adjustment to Tenant’s Operating Expenses more than twice in any Lease Year. Within ninety (90) days after the expiration of each calendar year during the Lease Term, Landlord shall submit to Tenant a statement certifying (i) actual overall Business Park Operating Expenses, Building D Operating Expenses, Building A, Building B and Building C Operating Expenses, and Building Specific Expenses for Buildings A, B and C, and Landlord’s determination of Tenant’s Operating Expenses for the preceding calendar year, including commercially reasonable backup detailing all of such Operating Expenses (ii) the aggregate amount of the estimated payments, if any, made by Tenant, and (iii) any credit to which Tenant is entitled. Tenant shall deduct any overpayment from its next estimated payment or payments for Tenant’s Operating Expenses for the then current year, or if it relates to the last Lease Year, Landlord shall pay to Tenant the amount of such overpayment concurrently with the delivery of such statement. If Tenant’s actual liability for such Tenant’s Operating Expenses exceeds the estimated payments, if any, made by Tenant, then Tenant shall pay to Landlord, within thirty (30) business days of Tenant’s receipt of such statement, the total amount of such deficiency. Tenant’s liability for Tenant’s Operating Expenses for the last calendar year falling entirely or partly within the Lease Term shall survive the expiration of the Lease Term. Similarly, Landlord’s obligation to refund to Tenant the excess, if any, of the amount of Tenant’s actual liability shall survive the expiration of the Lease Term. All determinations relative to Tenant’s Operating Expenses shall be pro-rated, on a per diem basis, for any portion of the billing period included at the beginning or end of the Lease Term. For a period of one (1) year following receipt by Tenant of any year-end statement submitted pursuant to this Section Five, Tenant, or an independent certified public accountant designated by Tenant and reasonably approved by Landlord, shall have the right, during regular business hours and after giving ten (10) days’ advance written notice to Landlord, to inspect and audit Landlord’s books and records relating to Tenant’s Operating Expenses billed during such calendar year falling within the Lease Term and covered by such year end statement. The books and records shall be kept in accordance with generally accepted accounting principles consistently applied. If as a result of such audit it becomes clear that an error was made in the calculation of Tenant’s Operating Expenses, then an appropriate adjustment to Tenant’s Operating Expenses shall be made promptly. If an audit establishes that Landlord’s accounting of Tenant’s Operating Expenses was overstated by ten percent (10%) or more, Landlord shall pay Tenant’s expense of the audit. Landlord and Tenant acknowledge that Landlord is currently holding a security deposit of Twenty-Three Thousand Nine Hundred Twelve and 00/100 ($23,912.00) Dollars (the “Cash Security Deposit”) provided by Tenant in connection with the Existing Lease (as hereinafter defined). Tenant has this day deposited with Landlord an irrevocable letter of credit (the “Letter of Credit”), in the form of Exhibit E attached hereto and issued by a financial institution reasonably acceptable to Landlord, in the amount of Seventy-Six Thousand Eighty-Eight and 00/100 ($76,088.00) Dollars, which Letter of Credit, together with the Cash Security Deposit will be held by Landlord as the “Security Deposit” for the performance by Tenant of its obligations under this Lease beyond any applicable notice and cure periods. Any cash Security Deposit received from Tenant hereunder shall be maintained in a segregated, interest bearing account with interest paid annually to Tenant. So long as Tenant is not in Default on the last day of any Lease Year, and there are no amounts due to Landlord hereunder and unpaid on the last day of any Lease Year, the Security Deposit shall be reduced by Fifteen Thousand Dollars ($15,000.00) on the last day of such Lease Year until the amount of the Security Deposit required to be maintained hereunder is Twenty-Five Thousand Dollars ($25,000.00) (such that if Tenant is entitled to all such reductions, on the first day of the sixth Lease Year the Security Deposit shall be $25,000.00), provided that if there are any amounts due to Landlord hereunder and unpaid on the last day of any Lease Year, then Landlord shall identify such amounts in written notice to Tenant, and the Security Deposit shall be reduced by Fifteen Thousand Dollars ($15,000.00) upon Tenant’s payment of such amounts before the expiration of applicable cure periods. Such permitted reductions shall first be made from the Cash Security Deposit, and when the total Cash Security Deposit has been returned to Tenant, the remaining reductions shall be made by amendment to the Letter of Credit. If the financial institution that issues the Letter of Credit notifies Landlord that it will not renew the Letter of Credit prior to its expiration, Tenant may provide Landlord with a replacement letter of credit meeting the requirements of this Lease, provided that such replacement letter of credit must be received by Landlord at least fifteen (15) business days prior to the expiration of the Letter of Credit. In the event that the Letter of Credit is not so replaced by Tenant, Landlord may draw all or a portion of the Letter of Credit and hold the proceeds as a cash security deposit in accordance with this Lease, but in that event, Tenant shall, no later than fifteen (15) days following the expiration date of such letter of credit, provide Landlord with a new letter of credit meeting the requirements of this Lease and, upon receipt of such letter of credit, Landlord shall promptly return such cash security deposit to Tenant. If there shall be any Default by Tenant, Landlord may apply any part of such Security Deposit to cure such Default or to reimburse the Landlord for any actual out-of-pocket costs Landlord may incur by reason of such Default. In the case of every such application or retention, Tenant shall, upon receipt of an accounting of any such sums, within five (5) business days of demand, pay to the Landlord the sum so applied or retained which shall be added to the Security Deposit so that the same shall be restored to its original amount. Within thirty (30) days of the end of the Lease Term or at any earlier termination date, if Tenant shall not be in default under this Lease, the Security Deposit, or any balance thereof, shall be returned to the Tenant, provided that if Tenant is so in default, the Security Deposit, or any balance thereof, may be applied to such cure (in which case Landlord shall provide Tenant with an accounting as to the use and application of the Security Deposit or any portion thereof and the balance shall be returned to Tenant). If the Business Park or any Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearpart is sold, Landlord shall provide Tenant an accounting showing in reasonable detail all computations transfer and assign the Security Deposit and Letter of Additional Rent due under this section. In Credit to the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionpurchaser, the accounting shall reflect a credit against Base Rent and, upon such transfer and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expensesassignment, Landlord shall correct be released by Tenant from all liability for the amount return of Additional Rent. If such Security Deposit to the audit concludes extent that Landlord has misstated Operating Expenses by more than 10% of actually transfers and assigns the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not Security Deposit (or provides a credit at closing to exceed $5,000. Notwithstanding any other provision such purchaser in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by cash Security Deposit), and Tenant applicable agrees to look to the year in which such termination shall occur shall be prorated on the ratio that the number new Landlord solely for return of days from the commencement of the calendar year to and including the termination date bears to 365said Security Deposit. Tenant agrees to pay that it will not assign or encumber moneys deposited as security and that neither Landlord nor its successors or assigns shall be bound by any Additional Rent due under this section within ten (10) days following receipt of the invoice such assignment, encumbrance, attempted assignments or accounting showing Additional Rent dueattempted encumbrances.

Operating Expenses. In At the event start of the Operating Expenses Lease Term, (a) electric service will be provided/charged to Tenant through sub-meters installed by Landlord at Landlord’s expense; and (b) natural gas service and hot and cold water supply will be provided/charged to Tenant based on Tenant’s Proportionate Share of such utility as provided above. For all utility charges Landlord will provide a full accounting of utility charges for the whole Building and/or service and any of the Property allocated or sub-metered services under the whole Building service. Notwithstanding anything contained in this Lease to the contrary, if (i) an interruption, suspension or stoppage of which an Essential Service (as hereinafter defined) shall occur, except any of the Leased Premises are same caused by the negligence or intentional acts of Tenant or Tenant’s employees, contractors, agents or invitees, or any person claiming by, through or under Tenant, or due to any Event of Casualty as provided for in Section 17 (any such interruption of an Essential Service being hereinafter referred to as a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base YearService Interruption”), Tenant agrees to pay and (ii) such Service Interruption occurs or continues as a result of the negligence or intentional acts of Landlord or Landlord’s employees, contractors, agents or representatives, and (iii) such Service Interruption continues for more than five (5) consecutive Business Days (as hereinafter defined) after Landlord shall have received notice thereof from Tenant, and (iv) as a result of such Service Interruption, the conduct of Tenant’s normal business operations in the Premises is materially and adversely affected, then there shall be an abatement of one day’s Fixed Rent and Additional Rent Tenant’s pro rata share for each day during which such Service Interruption continues after such five (5) consecutive Business Day period; provided, however, that if any part of such excess Operating Expenses. Landlord may invoice Tenant monthly the Premises is reasonably useable for Tenant’s pro rata share normal business operations or if Tenant conducts all or any part of its operations in any portion of the estimated Operating Expenses for each calendar yearPremises notwithstanding such Service Interruption, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds then the amount of each daily abatement of Fixed Rent and Additional Rent due by Tenant under this sectionshall only be proportionate to the nature and extent of the interruption of Tenant’s normal business operations or ability to use the Premises. For purposes hereof, the accounting term “Essential Service” shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total mean each of the monthly payments made by Tenant is less than following services: access to the amount of Additional Rent due by Tenant under this sectionPremises, the account shall be accompanied by an invoice for the Additional Rentelectric service, natural gas service, hot and cold water supply, sewer / septic service, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior HVAC service (to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable extent controlled by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueLandlord).

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Section l(g) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for the calendar year in which the Term commences. At the beginning of the first calendar year after the Commencement Date and at the beginning of each calendar year thereafter during the Term, Landlord shall submit a statement setting forth the estimated Operating Expenses for such calendar year. Landlord may adjust such amount from time to time, which amount shall be adjusted each year based upon anticipated in its reasonable discretion, if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. Within six (6) months following the close By March 31st of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 30 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by Tenant under this sectionfrom one to the other or, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expensesoption, Landlord may credit Tenant’s account for any overpayment. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section shall correct survive the amount expiration or termination of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000this Lease. Notwithstanding any other provision in of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination datecontrary, shall have Landlord may, in its reasonable discretion, determine from time to time the option to invoice Tenant for Tenant’s pro rata share method of computing and allocating Operating Expenses, including the excess method of allocating Operating Expenses based upon to various types of space within the previous year’s Operating ExpensesBuilding to reflect any disparate levels of services provided to different types of space. If this Lease shall terminate the Building is not fully occupied during any period, Landlord may make a reasonable adjustment based on occupancy in computing the Operating Expenses for such period so that Operating Expenses are computed as though the Building had been fully occupied. If the Term commences or expires on a day other than the first day or the last day of a calendar year, respectively, then Tenant’s liabilities pursuant to this Section for such calendar year shall be apportioned by multiplying the respective amount of any Additional Rent payable Tenant’s Share thereof for the full calendar year by Tenant applicable to a fraction, the year in numerator of which such termination shall occur shall be prorated on the ratio that is the number of days from the commencement of the during such calendar year to falling within the Lease Term, and including the termination date bears to denominator of which is three hundred sixty-five (365. ). (b) For a period of ninety (90) days after Tenant’s receipt of a statement of Operating Expenses for a calendar year, Tenant, or an independent, certified public accountant who is hired by Tenant agrees to pay any Additional Rent due under this section within on a noncontingent fee basis, shall have the right, after giving at least ten (10) days’ advance written notice to Landlord, to inspect and complete an audit of Landlord’s books and records relating to Operating Expenses. Tenant shall keep the results of any such audit confidential. If such audit shows that the amounts paid by Tenant to Landlord on account of Operating Expenses exceed the amounts to which Landlord is entitled hereunder, Landlord shall credit the amount of such excess toward the next monthly payment of rent due hereunder, or, in the case of an audit for the calendar year in which the Term expires, Landlord shall pay Tenant the amount of such excess within thirty (30) days following receipt after written request therefor. All costs and expenses of the invoice or accounting showing Additional Rent dueany such audit shall be paid by Tenant.

Operating Expenses. In Tenant shall pay to Landlord, in the event the manner set forth in Section 8 below, and as Additional Rent, Tenant's Percentage Share of Operating Expenses for attributable to Landlord's operation, management, repair and maintenance of the Building and/or and the Property portion of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for attributable to the operation, management, repair and/or maintenance of the developed Common Facilities of the Project (including, but not limited to, common detention ponds, the central park area, Building and Project roads, Building and Project landscaping, etc.) allocated by Landlord to the Building and/or based upon the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s Building's pro rata share of thereof (as such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share is reasonably determined by Landlord) (collectively, "Tenant's Percentage Share of Operating Expenses"). Landlord shall not allocate to Tenant any portion of Operating Expenses attributable to undeveloped portions of the estimated Project, developed portions of the Project held for lease (excluding the Building), or developed portions of the Project that are not Common Facilities. Tenant's obligation to pay Tenant's Percentage Share of Operating Expenses for each calendar year, which amount during the Term shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following survive the close expiration or any earlier termination of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes Lease provided that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice invoices Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensessuch amounts no later than two (2) years after such expiration or early termination. If this Lease shall commence or terminate on a day other than the first or last day of a calendar year, respectively, the amount of any Additional Rent Tenant's Percentage Share of Operating Expenses payable by Tenant applicable to the for such calendar year in which such termination shall occur shall be prorated on the ratio that the number basis of days from the commencement a 365 day year and shall be due and payable when rendered notwithstanding termination of this Lease. Tenant's Percentage Share of Operating Expenses allocable to the calendar year in which this Lease commences or terminates shall be deemed to and including have been incurred evenly over the termination date bears entire twelve (12) month period of such calendar year. "Tenant's Percentage Share" is a percentage equal to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt the rentable square footage of the invoice or accounting showing Additional Rent duePremises divided by the rentable square footage of the Building (as set forth in the Basic Lease Information).

Operating Expenses. In Beginning on the event first day of January, 1999 and on the first day of each January thereafter during the Lease Term, Lessee shall pay to Lessor as additional rent Lessee's Proportionate Share (as hereinafter defined) of Common Operating Expenses (as hereinafter defined) in excess of Lessee's Proportionate Share of Common Operating Expenses for the calendar year 1998 (herein called the "Base Year"). The Common Operating Expenses for the Base Year shall be estimated and calculated as accurately as possible as provided herein and shall be equitably adjusted so that such operating expenses are grossed up to reflect a full year of operation of the Building and/or due to the Property Base Year not being a full year of operation for the Building. The Common Operating Expenses for the Base Year shall be further adjusted to reflect monthly totals which would have been measured assuming that Lessee had occupied and been fully operational in 100% of the Leased Premises as of the Commencement Date; in determining such monthly totals, Lessor shall give greatest weight to those months when Lessee physically occupied 100% of the Premises. Lessee shall also pay as additional rent all other charges, costs and expenses which are not included within Common Operating Expenses or Building services if such services are to be provided by Lessor under the terms hereof and which other charges, costs or expenses are incurred by Lessor at the request of Lessee as a partresult of any use of the Premises by Lessee, shall, excluding any repairs or replacements to be made to the Premises by Lessor and at Lessor's expense in accordance with Section 14 hereof and excluding any work to be performed by Lessor and at Lessor's expense in accordance with Section 10 hereof. Lessee's Proportionate Share of Common Operating Expenses shall be prorated as necessary for any calendar year during the Term, exceed Landlord’s Operating Expenses which this Lease is in effect for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account full twelve month calendar year. Common Operating Expenses shall be accompanied by calculated on an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueaccrual basis.

Operating Expenses. In the event the Operating Expenses Landlord's operating expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed the sum of those expenses accrued during the 1997 base year ("Excess Expenses") Tenant shall pay as additional rent Tenant's Proportionate Share of Excess Expenses. In order to provide current payments on account of Excess Expenses Tenant shall, at Landlord’s Operating 's request, pay as additional rent, an amount equal to Tenant's Proportionate Share of the Excess Expenses due for the Building and/or ensuing twelve (12) months, as estimated by Landlord from time to time, in twelve (12) equal monthly installments, commencing on the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share first day of the estimated Operating Expenses for each calendar year, month following the month in which amount shall be adjusted each year based upon anticipated Operating ExpensesLandlord notifies Tenant of the amount. Within six (6) months following Following the close of each calendar year, Landlord shall provide Tenant an accounting with a statement showing in reasonable detail all computations of Additional Rent due additional rent under this section. In the event the accounting shows that the total If Tenant's Proportionate Share of the actual Excess Expenses for the preceding calendar year exceeds the aggregate of the estimated monthly payments made by Tenant exceeds the amount of Additional Rent due by for such year, Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total within thirty (30) days of the receipt of the statement, pay to Landlord as additional rent an amount equal to such excess. If such aggregate of the estimated monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year exceeds Tenant's Proportionate Share of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expensesactual Excess Expenses for such calendar year, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% credit against Tenant's next ensuing monthly installment or installments of the Base Year Operating Expense, rent an amount equal to such difference until the credit is exhausted. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of this provision. The obligations of Tenant and Landlord to make payments or credits required by this provision shall additionally pay survive the cost of the audit not to exceed $5,000Termination Date. Notwithstanding any other provision provisions in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination dateTermination Date, shall have the option to invoice Tenant for Tenant’s pro rata share 's Proportionate Share of the excess Operating Excess Expenses based upon the previous year’s Operating Expenses's operating expenses; provided, that such invoicing shall not eliminate the need for reconciliation and adjustment based on actual expenses for such year, when such expenses are known. If this the Lease shall terminate on a day other than the last day of a the calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such termination shall occur Each statement given by Landlord or the Building Manager pursuant to this section shall be prorated on conclusive and binding upon Tenant unless within ninety (90) days after receipt of such statement Tenant shall notify Landlord that it disputes the ratio correctness of the statement, specifying the particular respects in which it is claimed to be incorrect. If such dispute shall not have been settled by agreement, then, pending the legal determination of such dispute, Tenant shall pay additional rent in accordance with such statement and such payment shall be without prejudice to Tenant's position. If the dispute shall be determined in Tenant's favor, Landlord shall forthwith credit to Tenant the amount of Tenant's overpayment of additional rent resulting from compliance with Landlord's statement. Landlord shall keep complete and accurate books and records relating to "Operating Expenses", as defined below, for at least three (3) years after the end of the calendar year in which such Operating Expenses were incurred. Tenant may, at Tenant's initial expense, cause such books and records to be audited by an independent auditor satisfactory to Tenant for the purpose of determining the validity of any claim by Landlord for Excess Expenses, provided that Tenant shall notify Landlord of Tenant's election to conduct such an audit not later than ninety (90) days after the number of days from the commencement end of the calendar year to be examined. If any such audit determines that Landlord's claim for Excess Expenses for any calendar year exceeds the amount to which Landlord was properly entitled, then Landlord shall forthwith refund the excess, and including if the termination date bears to 365. Tenant agrees to excess is more than three percent (3%) of the amount properly due, then Landlord shall also pay any Additional Rent due under this section within ten (10) days following the cost of the audit upon receipt of appropriate evidence of such cost. If during any calendar year of this Lease, the invoice occupancy of the Building averages less than one hundred percent (100%), it is agreed that the Operating Expenses shall be recomputed as though the Building had been 100% occupied for such calendar year. In making such recomputation, no adjustment shall be made in Operating Expenses that typically do not vary based on occupancy, such as but not limited to real property taxes, insurance premiums and costs associated with landscaping and other exterior maintenance. Any dispute between Landlord and Tenant regarding Operating Expenses or accounting showing Additional Rent dueExcess Expenses shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment on any arbitration award may be entered and enforced by any court of competent jurisdiction.

Operating Expenses. The parties intend that, subject only to the specific exceptions set forth herein, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent and subject to the provisions of this Section, Tenant shall pay, as Additional Rent, Tenant’s Share of Operating Expenses incurred by Landlord during each calendar year of the Term, pursuant to the following terms and conditions: (a) Landlord shall provide to Tenant, at or before the Commencement Date, a good faith estimate of Tenant’s Share of Operating Expenses that Landlord anticipates will actually be incurred for the calendar year in which the Commencement Date occurs. Landlord shall also provide to Tenant, as soon as possible following the first day of each succeeding calendar year, a good faith estimate of Tenant’s Share of Operating Expenses with respect to such succeeding calendar year of the Term. (b) Each annual estimate of Tenant’s Share of Operating Expenses determined by Landlord pursuant to this Section shall be divided into twelve (12) equal monthly installments. Tenant shall pay to Landlord such monthly installment of Tenant’s Share of Operating Expenses with each monthly payment of Base Rent. In the event the estimated amount of Tenant’s Share of Operating Expenses has not yet been determined for any calendar year, Tenant shall pay the monthly installment in the estimated amount determined for the preceding calendar year until the estimate for the current calendar year has been provided to Tenant, at which time Tenant shall pay any shortfall for the preceding months of the calendar year and shall thereafter make the monthly installment payment in accordance with the current estimate. (c) Within sixty (60) days following the end of each calendar year of the Term, and within sixty (60) days following the Expiration Date, Landlord shall determine and provide to Tenant a statement setting forth the amount of Operating Expenses actually incurred with respect to such calendar year (or portion of the calendar year occurring prior to the Expiration Date). In the event that Tenant’s Share of such actual Operating Expenses exceeds the sum of the monthly installments actually paid by Tenant for such calendar year, Tenant shall pay the difference to Landlord, within thirty (30) days following receipt of such statement. In the event the sum of such installments exceeds Tenant’s Share of such Operating Expenses actually incurred, the difference shall be applied as a credit to future installments of Tenant’s Share of Operating Expenses, except that the amount of any overpayment for that portion of the calendar year preceding the Expiration Date shall be delivered to Tenant along with such statement. (d) Upon written request of Tenant, Landlord shall provide an accounting of the Operating Expenses for the Building and/or preceding calendar year. Landlord shall keep at its home office in the Property County of which the Leased Premises are a partSan Diego, shallfull, in any calendar year during the Term, exceed Landlord’s accurate and separate books of account with backup documentation of Operating Expenses for a period of three full years after the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share end of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of examine and copy at no expense to Landlord, at reasonable times and upon reasonable notice. Tenant shall have the right, upon twenty (20) days’ prior notice to Landlord, not more frequently than annually and at Tenant expense Tenant’s sole cost and expense, to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated books and records regarding such Operating Expenses by more than 10% to confirm the accuracy of Landlord’s accounting; provided, however, that such audit shall not unreasonably interfere with the Base Year Operating Expense, Landlord shall additionally pay the cost conduct of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duebusiness.

Operating Expenses. In (a) Notwithstanding anything to the event contrary in the Operating Expenses for Lease, as amended hereby, effective as of the Building and/or Extended Term Commencement, Section 3(e) of the Property Lease shall be of which no further force and effect. Commencing on the Leased Premises are a partExtended Term Commencement Date, shallTenant shall pay Landlord in accordance with the terms and conditions set forth herein, in any calendar year during throughout the Extended Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1as additional rental, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses for amount by which the amount of operating expenses (as defined in Section 3(f) of the Lease) with respect to any given calendar year exceed $0.15 per square foot. Prior to or promptly after the beginning of each calendar year during the Extended Term, Landlord shall estimate the total amount of operating expenses to be paid by Tenant during such calendar year, which amount and Tenant shall be adjusted pay to Landlord one-twelfth (1/12) of such sum on the first day of each year based upon anticipated Operating Expensescalendar month during each such calendar year, or part thereof, during the Extended Term. Within six (6) months following a reasonable time after the close end of each calendar year, Landlord shall provide submit to Tenant an accounting showing a statement of the actual amount of operating expenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall pay any deficiency between the actual amount owed and the estimates paid during such calendar year, or in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds overpayment, Landlord shall either, at Landlord's option, credit the amount of Additional Rent due such overpayment toward the next installment of operating expenses and/or Base Rental owed by Tenant under this sectionor refund such overpayment to Tenant; provided, the accounting shall reflect a credit against Base Rent and other charges however, any overage due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in during the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur Extended Term shall be prorated on the ratio that the number of days from the commencement of the calendar year refunded to and including the termination date bears to 365Tenant. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.The obligations in

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to shall also pay as Additional Rent additional rent Tenant’s 's pro rata share of such excess Operating Expensesthe operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each once per year by Landlord based upon anticipated Operating Expensesoperating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all the computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by evidence of a credit against Base Rent and other charges due hereunderto Tenant's next rental due. In the any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision provisions in this Lease, during the year in which the this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s 's pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensesthen current estimate for operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement Commencement of the calendar year to and including the such termination date bears to 365. Tenant agrees to pay any Additional Rent additional rent due under this section Section within ten thirty (1030) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Within ninety (90) days of receipt of the operating expense reconciliation for the previous year, Tenant shall have the right to audit Landlord's books and records as they pertain to operating expenses for the immediate preceding calendar year, in Landlord's office and with reasonable notice. If Tenant does not provide notice to Landlord within ninety (90) days of its intent to audit, Tenant shall automatically waive and release its right to audit for the preceding calendar year. The cost of said audit shall be borne by Tenant unless the audit discloses that Tenant has overpaid its proportionate share of operating expenses for the calendar year in question by more than five percent (5%), in which case the reasonable expense of the audit shall be borne by Landlord. If the audit reveals that Landlord's actual statement was incorrect in any amount, the resulting excess or deficiency shall be paid by or reimbursed to Tenant as the case may be. Tenant's pro rata share set forth in Section 1.7 shall, subject to reasonable adjustment by Landlord, be equal to a percentage based upon a fraction, the numerator of which is the net rentable area of the Premises as set forth and the denominator of which shall be the net rentable area of the completed portions of the building (i.e., the fifth floor will be excluded from this computation until completed), as the same may change from time to time.

Operating Expenses. In 4.2.1 This is a fully serviced, gross Lease. All Operating Expenses shall be included in the event Basic Rent from the Lease Commencement Date through the Base Year (as defined in the Lease Summary). For each calendar year following the Base Year, Tenant shall pay, in monthly installments and as “Additional Rent”, an amount equal to the “Tenant’s Proportionate Share” (as hereinafter defined) of actual “Total Operating Expanses” (as hereinafter defined) minus Tenant’s Proportionate Share of actual Total Operating Expenses for the Building and/or Base Year. Notwithstanding anything herein to the Property of which contrary, Tenant shall in no event pay less than the Leased Premises are a part, shall, Basic Rent in any calendar year during year. 4.2.2 “Tenant’s Proportionate Share” shall be computed by dividing the TermTotal Rentable Area of the Premises by the Total Rentable Area of the Building or Total Rentable Area of the Office Tower, exceed as applicable with respect to any particular Operating Expense. Tenant’s Proportionate Share upon the Lease Commencement Date for the entire Premises is as specified in the Lease Summary. 4.2.3 “Rentable Area of the Building,” “Rentable Area of the Office Tower” and “Rentable Area of the Premises” are defined as those areas obtained by measuring the Building, Office Tower and Premises using Landlord’s method of measurement, which method is based substantially on the method of measuring floor area in office buildings specified in the American National Standard Publication ANSI/BOMA Z65.1-1996 published by the Building Owners and Managers Association International (otherwise known as “BOMA Standard”). The Total Rentable Area of the Building, Total Rentable Area of the Office Tower and Total Rentable Area of the Premises, as of the Lease Commencement Date, are as specified in the Lease Summary. The Total Rentable Area of the Premises exceeds the usable area of the Premises to include a pro rata share of hallways, restrooms, and other common elements located on the floor on which the Premises are located. Tenant’s Proportionate Share shall be calculated based upon the Total Rentable Area of the Building with respect to Operating Expenses the benefit of which are shared with Building retail and office tenants and based upon the Total Rentable Area of the Office Tower with respect to Operating Expenses the benefit of which are shared only with other Office Tower tenants. 4.2.4 Landlord shall provide Tenant with a written estimate of Total Operating Expenses for the Building and/or succeeding year at least thirty (30) days after the Property for start of each Lease Year during the period from April 1Lease Term, 2011 through March 31following the first Lease Year of the Lease Term. Tenant shall then pay to Landlord, 2012 monthly in advance, one-twelfth (the “Base Year”), Tenant agrees to pay as Additional Rent 1/12) of Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Proportionate Share of the estimated Total Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated the said Lease Year in excess of the product of the Expense Stop multiplied by the Rentable Area of the Premises. In the event any item of actual Operating Expenses. , including without limitation those items identified in subparagraph (4.2.6) below, increases five percent (5%) or more in price or cost over any twelve (12) month period, Landlord shall have the option to pass through to Tenant’s Proportionate Share of any increase in the actual Operating Expenses upon thirty (30) days’ written notice from Landlord to Tenant. 4.2.5 Within six one hundred twenty (6120) months following days after the close end of each calendar yearevery Lease Year during the Lease Term, Landlord shall provide the Tenant an accounting showing in reasonable detail all computations with a written statement of the actual Total Operating Expenses for that Lease Year. If the actual Total Operating Expenses should exceed the estimated amount with respect to such Lease Year, then Tenant shall pay Landlord the additional amount due to the Landlord within thirty (30) days and, if actual Total Operating Expenses should be less than the estimated Total Operating Expenses for that Lease Year, then Landlord shall credit, against future Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar yearArticle, the amount of any Additional Rent payable overpayment by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueTenant.

Operating Expenses. In the event the Landlord shall determine or estimate th Operating Expenses for the Building and/or the Property of calendar year in which the Leased Premises are a partOccupancy Date occurs. Beginni of the amount estimated by Landlord to be Tenant's Percentage Share of Operating Expe Landlord, shallas Additional Rent, on the first day of each calendar month remaining in any calendar year during the Term, exceed Landlord’s th estimate such increases to Tenant's Percentage Share of Operating Expenses for as of the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay one-twelfth (1/12) of such estimated amount as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionhereunde month. In the event that during the accounting shows course of any calendar year Operating Expenses have i the amount of Operating Expenses estimated by Landlord at the commencement of that the total ca amount of the monthly estimated payments made to be paid by Tenant exceeds in order to take into a from Landlord of any such increase, Tenant shall pay the full amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunderrecalcula remainder of the subject calendar year. In making the event the accounting shows aforesaid recalculation, Landl Landlord for any increased Operating Expenses applicable to that the total portion of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit subje of Landlord’s computations of Additional Rent due under this section's notice. If Not later than ninety (90) days following any calendar year (including the audit concludes that Landlord has misstated Operating Expensesyear fo terminates), Landlord shall furnish Tenant with a true and correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% accounting of the Base Year Operating Expense, Landlord shall additionally pay in the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a preceding calendar year, and within thirty (30) days of Landlord's delivery of the amount of any Additional Rent payable underpayment by Tenant applicable of Tenant's Percentage Share of Operating Ex by Landlord to give such accounting shall not constitute a waiver by Landlord of its Operating Expenses or any underpayment by Tenant thereof. Landlord shall credit the year in which next estimated installment(s) of Tenant's Percentage Share of Operating Expenses or, terminated (other than due to a default by Tenant), shall refund the amount of overpa obligation upon Tenant to demand such termination shall occur shall be prorated on the ratio that the number of days refund from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueLandlord.

Operating Expenses. In All capitalized terms used in this Section shall have the event meanings ascribed to them in Paragraph 4.1(b), above. (a) If the Operating Expenses incurred or paid by Lessor for any Expense Comparison Year during the Lease Term are greater than the Operating Expenses incurred or paid by Lessor for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Expense Base Year”), Tenant agrees to then Lessee shall pay as Additional Rent Tenant’s pro rata share of an amount equal to such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionincrease multiplied by ▇▇▇▇▇▇'s Proportionate Share. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionany partial Expense Comparison Year, the accounting Lessee shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Leaseincrease, during the year in which the Lease terminatesif any, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days of the Expense Comparison Year included within the Lease Term. (b) By April 1st of each Expense Comparison Year, Lessor shall provide Lessee a statement of ▇▇▇▇▇▇'s best estimate of ▇▇▇▇▇▇'s share of any increase in Operating Expense for such Expense Comparison Year over the costs for the Expense Base Year. Beginning with the next regular Base Monthly Rent payment, Lessee shall pay 1/12th of the increase multiplied by the number of elapsed months from the commencement of the Expense Comparison Year and thereafter shall continue to pay 1/12th of the increase each month until ▇▇▇▇▇▇ receives the next Expense Comparison Year's statement. By April 1st following each Expense Comparison Year, Lessor shall provide Lessee a statement showing the total actual Operating Expenses for the calendar year just ended, and ▇▇▇▇▇▇'s share of any increase over the Expense Base Year. If ▇▇▇▇▇▇'s estimates paid to and including date for the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt preceding calendar year are less than ▇▇▇▇▇▇'s share of the invoice increase, Lessee shall pay the difference concurrently with the next payment of Base Monthly Rent. In the event that Lessee has paid more than its share of estimates for the preceding calendar year, Lessor shall credit such overpayment towards ▇▇▇▇▇▇'s future Operating Expense obligations. Failure of Lessor to furnish a statement of actual or accounting showing Additional estimated Operating Expenses shall not constitute a waiver of Lessor's right to collect from Lessee any amounts payable with respect to the increase in Operating Expenses. (c) Lessee shall not be entitled to any reduction, refund, offset, allowance or rebate in Base Monthly Rent dueor any other rent due hereunder if the operating Expenses for any Expense Comparison Year are less than those of the Expense Base Year. In addition, if for any reason Lessor does not elect to bill Lessee for Operating Expense increases or estimates for a particular Expense Comparison Year, ▇▇▇▇▇▇'s right to charge Lessee for such expenses in subsequent years is not waived.

Operating Expenses. In Lessee agrees to pay, as additional rent, Lessee's pro rata share (as determined by the event the formula set forth in Section 2.02 above) of Lessor's Operating Expenses for the Building and/or the Property without deduction or set-off of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay kind except as Additional Rent Tenant’s pro rata share of such excess Operating Expensesotherwise set forth herein. Landlord Lessor may invoice Tenant Lessee monthly for Tenant’s Lessee's pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year from time-to-time based upon anticipated Operating Expenses. Within six (6) four months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this sectionSection, such amount shall be credited against the accounting shall reflect a credit against Base Rent and other charges due hereundernext required payment of base rent. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this sectionSection, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expensesadditional rent. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Provided Lessee is not in default of any terms of this Lease, Lessee shall have the right, at its own expense, to audit Lessor's books relevant to the additional rent payable under this Section. With respect to such audit, Lessee 1) may review Lessor's books during office hours, 2) must perform such audit at the location of Lessor's books, 3) must request such audit within six (6) months of receipt of its annual reconciliation of Operating Expenses, 4) must deliver to Lessor a copy of the results of such audit, 5) may not audit the same calendar year more than one time. If, as a result of such audit, it is determined that the Operating Expenses have been overstated by 3% or more, Lessor shall be required to reimburse Lessee for the costs of such audit. Assignees of Lessee may only audit periods for which they occupy the Leased Premises and subtenants of Lessee shall have no audit rights. Lessee agrees to pay any Additional Rent additional rent due under this section Section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In the event the Operating Expenses Lessor's operating expenses for the Building building and/or the Property project of which the Leased Premises leased premises are a part, part shall, in any calendar year during the Termterm of this Lease, exceed Landlord’s Operating Expenses the actual operating expenses per sq. ft. for the Building and/or the Property for the period from April 1calendar year 1994, 2011 through March 31, 2012 (the “Base Year”), Tenant Lessee agrees to pay as Additional Rent Tenant’s additional rent Lessee's pro rata share of such excess Operating Expensesoperating expenses. Landlord may Lessor shall invoice Tenant Lessee monthly for Tenant’s Lessee's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six (6) nine months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, LandlordLessor, prior to the termination date, shall have the option to invoice Tenant Lessee for Tenant’s Lessee's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Lessee shall have the right, at its own expense and within a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any Additional Rent additional rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Lessee's pro rata share is 36.527%.

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any (a) For each calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April or portion thereof commencing January 1, 2011 1997 and through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year remainder of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee pay, as Additional Rent, Tenant's Pro Rata Share of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated all increases in annual Operating Expenses, Landlord shall correct above and beyond the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of calendar year 1996 which year shall serve as the Base Year base for calculating Operating ExpenseExpense increases, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any (or portion thereof) in question, which Additional Rent shall be due under this section and payable within ten (10) days following receipt after Landlord's invoice therefor, accompanied by the statement described below. Landlord, at its option, may require Tenant to pay monthly, in advance, together with the payment of Base Rent, an amount equal to (i) Landlord's reasonable estimate of Tenant's Pro Rata Share of increases in Operating Expenses for the current calendar year (which estimate may be revised by Landlord from time to time), less the amount of any increases in Operating Expenses previously paid by Tenant for such calendar year, divided by (ii) the number of months remaining in such calendar year as of the invoice date Landlord's estimate (or accounting showing Additional Rent dueany revision thereof) is given to Tenant. (b) Within one hundred fifty (150) days after the end of each calendar year (or as soon thereafter as is practicable for Landlord), Landlord will provide Tenant with a statement in reasonable detail of the Operating Expenses payable by Tenant for such previous calendar year (with credit to Tenant for any monthly estimated payments paid by Tenant). Tenant may audit a Landlord's Operating Expenses once each year at Tenant's sole expense. If the total payments made by Tenant exceed Tenant's Pro Rata Share of the actual increases in Operating Expenses, such excess will be credited to the next monthly installments due from Tenant. If Tenant's Pro Rata Share of the actual increases in Operating Expenses exceeds the payments actually made by Tenant, Tenant shall pay such deficiency, within ten (10) days after Landlord's delivery of the statement. Tenant's obligation to pay any deficiency and Landlord's obligation to refund any surplus shall survive the expiration of this Lease.

Operating Expenses. In addition to the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the TermSubtenant shall pay ------------------ to Sublandlord, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following after receipt of an invoice therefor, an amount equal to all Additional Rent, as defined in the invoice Prime Lease (including but not limited to taxes, common area maintenance, and insurance), due and payable to Prime Landlord under the Prime Lease (collectively, "Operating Expenses") with respect to each year or accounting showing partial year during the term of this Sublease, together with an administrative fee of ten percent (l0)%. Pursuant to the Prime Lease, Sublandlord is currently reimbursing Prime Landlord for Operating Expenses by paying estimated installments on account of such Operating Expenses on the first day of each month and at the end of each calendar year paying any additional amounts due on account of Operating Expenses or receiving a refund or credit on account of any overpayments made during such year. Upon notice from time to time from Sublandlord of the amount of such estimated installments that Sublandlord is paying to Prime Landlord, Subtenant shall likewise pay estimated installment payments to Sublandlord, together with the administrative fee. Any adjustments made with respect to such payments as provided in the Prime Lease shall also be made between Sublandlord and Subtenant, and Subtenant shall pay any additional amounts paid by Sublandlord to Prime Landlord, together with the applicable administrative fee, within ten (10) days after Sublandlord delivers a statement therefor, together with a copy of the statement received by Sublandlord from Prime Landlord, or if Subtenant has overpaid such amount that was actually owed by Prime Landlord for such year, then Sublandlord shall apply such excess (and credit the applicable administrative fee) to the amounts of Rent next coming due under this Sublease, without interest. If such excess payments are not fully credited to Subtenant by the Expiration Date, Sublandlord shall refund such excess to Subtenant within thirty (30) days following reconciliation of the account by Prime Landlord after the Expiration Date, such obligation to survive expiration or termination of this Sublease. All amounts due and payable by Subtenant to Sublandlord under this Sublease, in addition to the Base Rent, are "Sublease Additional Rent" and shall be collectable in the same manner as rent. The Base Rent and all Sublease Additional Rent dueare sometimes hereafter collectively referred to in this Sublease as "Rent."

Operating Expenses. In the event the 5.1. LESSEE shall pay to LESSOR, as Additional Rent, LESSEE'S Proportionate Share of all of LESSOR'S Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any each calendar year during the Term. LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for less than a year shall be prorated and apportioned. 5.2. On or after the Commencement Date and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, exceed Landlord’s LESSOR shall determine or estimate LESSOR'S Operating Expenses for such calendar year ("LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a written statement ("LESSOR'S Expense Statement"). 5.3. Commencing on the first Basic Rent Payment Date following the submission of any LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the next LESSOR'S Expense Statement, LESSEE shall pay to LESSOR on account of its obligation under Section 5.1 of this Lease, a sum (the "Monthly Expense Payment") equal to one-twelfth (1/12) of LESSEE'S Proportionate Share of LESSOR'S Estimated Operating Expenses for such calendar year. LESSEE'S first Monthly Expense Payment after receipt of LESSOR'S Expense Statement shall be accompanied by the payment of an amount equal to the product of the number of full months, if any, within the calendar year which shall have elapsed prior to such first Monthly Expense Payment, times the Monthly Expense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 5.1 of this Lease for such calendar year. 5.4. Each LESSOR'S Expense Statement shall reconcile the payments made by LESSEE pursuant to the preceding LESSOR'S Expense Statement with LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees covered thereby. Any balance due to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount LESSOR shall be adjusted each year based upon anticipated Operating Expenses. Within six paid by LESSEE within thirty (630) months following the close days after LESSEE'S receipt of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent LESSOR'S Expense Statement; any surplus due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account to LESSEE shall be accompanied applied by an invoice for LESSOR against the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.next accruing monthly installment(s)

Operating Expenses. In The amount by which Tenant's Share of Operating Expenses (as defined below) paid by Landlord during each calendar year or portion thereof during the Term (except for the Base Year) exceeds the Operating Expense Allowance (as defined in Section 1.01(s)) (or in the event of a portion of a calendar year, the fraction of the Operating Expenses Expense Allowance that is equivalent to the portion of the calendar year in question). Prior to the commencement of each calendar year of the Term, except for the Building and/or Base Year, Landlord shall deliver to Tenant an estimate of the Property annual Escalation Amounts payable by Tenant pursuant to this provision, and Tenant shall pay to Landlord on the first of which each month in advance, one-twelfth (1/12th) of Landlord's estimated amount. At the Leased Premises are a partend of each year there shall be an adjustment made to account for any difference between the actual and the estimated Escalation Amounts for such calendar year. If Tenant has overpaid the Escalation Amounts owing pursuant to this provision, shalland provided Tenant is not in default hereunder, Landlord shall refund such overpayment to Tenant; provided, however, that Landlord shall have the right, in its sole discretion, to credit such overpayment to unpaid Rent payable by Tenant under this Lease, whether or not same is then due. Notwithstanding anything to the contrary contained in this Lease, if Tenant's Share of Real Property Taxes, Utility Costs or Operating Expenses during any calendar year during the TermTerm of this Lease is less than the Allowance for such item, exceed such shortfall shall not be applied to reduce the amounts payable by Tenant for Tenant's Share of such other items. If Tenant has underpaid the Escalation Amounts owing pursuant to this provision, Tenant shall pay the total amount of such deficiency to Landlord as Additional Rent with the next payment of Rent due under this Lease following written notice of said deficiency from Landlord to Tenant. Any Escalation Amounts attributable to the Term of this Lease which would not otherwise be due until after the date of the expiration or earlier termination of this Lease, shall, if the exact amount is uncertain at the time this Lease expires or terminates, be paid by Tenant to Landlord upon such expiration or termination in an amount to be reasonably determined by Landlord’s , with an adjustment to be made once the exact amount is known. Such obligation shall survive the expiration or earlier termination of this Lease. Tenant shall be provided, following the end of each calendar year during the Term of this Lease, with a statement showing in reasonable detail the separate charges for Real Property Taxes, Utility Costs, and Operating Expenses for the Building and/or the Property such calendar year for the period from April 1, 2011 through March 31, 2012 which such charges were due (the “Base Year”"Operating Statement"), . If Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds disputes the amount or characterization of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if any item contained in the last year of the TermOperating Statement, be accompanied by a refund. Tenant shall have the right to engage designate an independent Certified Public Accountant certified public accountant that is not being compensated by Tenant on a contingency fee basis to audit Landlord's records upon which such Operating Statement is based, provided Tenant first pays all sums due as shown on the Operating Statement. Such audit shall be conducted and completed no later than sixty (60) days following Tenant's receipt of the Operating Statement in question, provided that Landlord makes all its relevant books and records available to Tenant's accountant in a reasonably timely fashion. The fee for any audit conducted on Tenant's behalf shall be borne solely by Tenant. All information obtained through Tenant's audit, as well as all information with respect to any compromise, settlement, or adjustment reached between Landlord and Tenant in connection with such audit, shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall, as a qualified employee of Tenant at Tenant expense condition to Tenant's right to conduct any such audit, cause Tenant's auditor to execute an audit agreement binding such auditor and such auditor's officers, agents, and employees to such obligation of Landlord’s computations of Additional Rent due under this sectionconfidentiality. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option right, at its sole expense, to invoice have Tenant's audit reviewed by a "Big Five" certified public accounting firm selected by Landlord or by another mutually agreed upon certified public accountant, whose determination shall be conclusive and binding on both Landlord and Tenant. Any adjustment required between Landlord and Tenant for Tenant’s pro rata share following such audit shall be made in accordance with the procedure set forth in the immediately preceding paragraph. Any audit and subsequent adjustment in payment shall be deemed to be conclusive settlement of the excess Operating Expenses based upon the previous year’s Operating Expensesdispute. If this Lease shall terminate on a day other than the last day Tenant does not notify Landlord of a calendar yeardispute within sixty (60) days of receipt of such Operating Statement, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year deemed to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duehave accepted Landlord's calculations as conclusive.

Operating Expenses. In All utility service charges for electricity, water, heat, air conditioning service and other utilities, elevator maintenance, common area maintenance, taxes (other than real estate taxes and assessments) such as rental taxes, other expenses incurred in operating a Project that ▇▇▇▇▇▇ customarily pays, and any other costs incurred in the event ordinary course of business and operation of a Project shall be prorated as of the Operating Expenses Closing Date on an accrual basis and American Spectrum ▇▇▇▇▇▇ Properties shall receive a credit for any accrued and unpaid amounts, and ▇▇▇▇▇▇ shall be debited with such amounts. If any such amounts are paid in advance, ▇▇▇▇▇▇ shall receive a credit from American Spectrum ▇▇▇▇▇▇ Properties for the Building and/or the Property portion of which the Leased Premises are a part, shall, in such amounts allocable to any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1and after the Closing Date. ▇▇▇▇▇▇ shall pay all such expenses that accrue prior to the Closing Date and American Spectrum ▇▇▇▇▇▇ Properties shall pay all such expenses accruing on the Closing Date and thereafter. To the extent possible, 2011 through March 31▇▇▇▇▇▇ and American Spectrum ▇▇▇▇▇▇ Properties shall obtain ▇▇▇▇▇▇▇▇ and meter readings as of the Closing Date to aid in such prorations. No proration shall be made with respect to operating costs that are paid directly by Tenants under the Tenant Leases. Notwithstanding the foregoing, 2012 American Spectrum ▇▇▇▇▇▇ Properties shall not receive any credit for operating expenses due after the Closing to the extent that (the “Base Year”), i) Tenants are obligated under their Tenant agrees Leases to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rentamounts, and (ii) ▇▇▇▇▇▇ has not received any payments from such Tenants on account of amounts due after the Closing. Further, if in the last year of the Term▇▇▇▇▇▇ has paid any operating credits that are required to be reimbursed by Tenants, be accompanied by a refundAmerican Spectrum ▇▇▇▇▇▇ Properties shall use commercially reasonable efforts to collect such amounts on Dunham’s behalf and shall pay such amounts to ▇▇▇▇▇▇ promptly upon receipt. Tenant ▇▇▇▇▇▇ shall also have the right to engage an independent Certified Public Accountant collect, after Closing, such reimbursable amounts due to ▇▇▇▇▇▇ from Tenants, but shall not be entitled to commence any litigation or disposition or eviction proceeding against a qualified employee Tenant. Utility Deposits, plus any interest on the Utility Deposits, to which ▇▇▇▇▇▇ will be entitled that are held by the provider of Tenant the utilities and which are freely transferable to American Spectrum ▇▇▇▇▇▇ Properties, shall at Tenant the election of ▇▇▇▇▇▇ be assigned by ▇▇▇▇▇▇ to American Spectrum ▇▇▇▇▇▇ Properties and American Spectrum ▇▇▇▇▇▇ Properties shall pay to ▇▇▇▇▇▇ the full amount thereof at the Closing. ▇▇▇▇▇▇ shall retain the right to obtain a refund of any Utility Deposits which are not assigned to American Spectrum ▇▇▇▇▇▇ Properties, and American Spectrum ▇▇▇▇▇▇ Properties will cooperate with ▇▇▇▇▇▇ as reasonably requested (at no out-of-pocket cost or expense to conduct an audit of Landlord’s computations of Additional Rent due under this section▇▇▇▇▇▇) in obtaining any refund. If the audit concludes that Landlord has misstated Operating ExpensesFurthermore, Landlord ▇▇▇▇▇▇ shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expenseretain all right, Landlord shall additionally pay the cost of the audit not title and interest in and to exceed $5,000. Notwithstanding any all performance bonds, DRE postings and other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur similar amounts and shall be prorated on authorized to seek a return of such amounts from and after the ratio that the number of days from the commencement of the calendar year to Closing Date and including the termination date bears to 365. Tenant agrees to pay American Spectrum ▇▇▇▇▇▇ Properties will cooperate with ▇▇▇▇▇▇, as reasonably requested by ▇▇▇▇▇▇, in obtaining any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duerefund.

Operating Expenses. Section 2.02 of the Lease, as previously amended, shall be further amended effective on the date of this Modification by adding to the first sentence thereof after the phrase “Fourth Expansion Premises” the phrse “and Fifth Expansion Premises”. In addition, the event schedule of base years to be used to calculate excess expenses incorporated into the Operating Expenses Sixth Modification and Ratification of Lease shall be amended by adding thereto the following: Landlord and Tenant acknowledge that all electricity service to the Fifth Expansion Premises shall be separately metered (with Tenant to install the meter as part of its tenant improvements), and Tenant shall pay Landlord separately for the Building and/or cost of all electrical usage within the Property of which Fifth Expansion Premises. In addition, Tenant shall be solely responsible for any extraordinary costs incurred by Landlord for repair, maintenance or replacements in or around the Leased Fifth Expansion Premises when such extraordinary costs are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent result of Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share specific use of the estimated Operating Expenses for each calendar yearFifth Expansion Premises as a data/computing center, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, provided that Landlord shall provide Tenant an accounting showing with notice of any such extraordinary costs promptly upon its identification of such costs in reasonable detail all computations of Additional Rent due under this section. In order to provide Tenant with the opportunity to mitigate or address such costs, except in the event of an emergency, when no such notice shall be required. If during any calendar year of this Lease, the accounting shows occupancy of the Building averages less than one hundred percent (100%), it is agreed that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows Operating Expenses that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account vary depending upon occupancy shall be accompanied by an invoice computed as though the Building had been 95% occupied for the Additional Rent, and if such calendar year. If Landlord recovers in the last excess of 100% of its Operating Expenses that vary depending upon occupancy during any calendar year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating ExpensesLease, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% credit against Tenant’s next ensuing monthly installment or installments of the Base Year Operating Expenserent an amount equal to Tenant’s Proportionate Share of such excess until the credit is exhausted, Landlord shall additionally pay or if the cost term of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior has expired refund to the termination date, shall have Tenant the option to invoice Tenant for Tenant’s pro rata share Proportionate Share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueexcess.

Operating Expenses. A. In addition to the event base rent set forth above, Tenant shall pay Landlord on the first day of each month during the term of this Lease, a sum which is equal to one Twelfth (1/12) of Sixty-Five percent (65%) (“Tenant’s Prorated Share”) of the estimated annual real estate taxes to be levied upon the Building and the Property upon which the Premises is located and the estimated annual Operating Expenses for incurred by Landlord in connection with the maintenance and operation of the Building and/or and the Property of which the Leased Premises are a part, shall, and paid by Landlord in any each calendar year during the Termterm of this Lease, exceed with proper adjustments to exclude any such charges for the portion of the first and last calendar years which precede commencement and follow expiration of this Lease, and to exclude any increases in such charges due to a change in the assessed value of any property, other than the Premises owned by Landlord’s . If not definitively established by invoice, the annual real estate taxes and Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), to be allocated to Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount hereunder shall be adjusted each year estimated based upon anticipated Operating Expensessuch expenses incurred by Landlord during the preceding 12 month period. Within six (6) months following Each year during the close term of each calendar yearthis Lease, on or before January 31st, Landlord shall provide to Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total verification of the monthly payments made actual taxes and Operating Expenses paid by Landlord during the preceding year. If such taxes and Operating Expenses paid exceed the estimated amounts used in calculating Tenant’s Prorated Share, then Landlord shall invoice Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, difference and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee pay such sum within 30 days of Tenant at Tenant expense to conduct an audit receipt of Landlord’s computations of Additional Rent due under this sectionsuch invoice. If the audit concludes that estimate of taxes and Operating Expenses utilized by Landlord has misstated in calculating Tenant’s Prorated Share for the preceding year exceeded the actual taxes and Operating Expenses paid by Landlord, then Landlord shall, at its election, either refund such excess payment to Tenant within 30 days after delivery of such verification to Tenant, or credit such amount against Tenant’s next monthly payment(s) of base rent and taxes and Operating Expenses. Other than the monthly payment of Tenant’s Prorated Share of taxes and Operating Expenses set forth above, Tenant shall not be obligated in any manner to pay any other taxes or expenses incurred by Landlord in connection with the management, use and operation of the Premises, the Building and the Property, and Landlord shall correct be solely responsible for the amount timely payment thereof. B. For the purpose of Additional Rent. If the audit concludes that Landlord has misstated this Lease, Operating Expenses shall be defined as including ordinary and reasonable expenses incurred by more than 10% Landlord in connection with the maintenance and operation of the Base Year Building and the Property, excluding such costs for maintenance and repairs which are Landlord’s responsibility hereunder. Such Operating ExpenseExpenses shall include costs of landscaping, Landlord shall additionally pay snow and ice removal, pest control, the cost of a maintenance agreement(s) covering the audit HVAC system(s) servicing the Building and the Premises, insurance premiums paid by landlord for property and casualty insurance on the Building and the related and appurtenant improvements and for liability insurance as required herein. However, the term Operating Expenses shall not include repairs, restoration, or other work occasioned by casualty, whether such casualty and loss is covered by insurance or not, any taxes charged or levied against Landlord (real estate taxes being covered elsewhere herein), expenses incurred by Landlord in leasing space, procuring tenants or marketing available leasehold space, leasing commissions, costs of completing tenant improvements, interest or principal payments on any mortgage or other indebtedness, or any salary or other compensation paid by Landlord to exceed $5,000. Notwithstanding any employees, on any costs incurred by Landlord which are the responsibility of any other provision tenant or occupant in this Leasethe Building to pay. In addition, during the year in which the Lease terminatesOperating Expenses shall not include costs of any capital improvements, repairs or replacements completed by Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable unless such improvements are requested by Tenant applicable to and the year cost thereof has been expressly approved by Tenant in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duewriting.

Operating Expenses. In the event the If Landlord's Operating Expenses per net rentable square foot for the Building and/or the Property of which the Leased Premises are a part, shallProperty, in any calendar year during the Term, term of this Lease exceed Landlord’s the Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)Expense Base, Tenant agrees to pay as Additional Rent additional rent Tenant’s pro rata 's share of such excess operating expense. As used herein, the term "Tenant's share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of " means the estimated amount by which Landlord's Operating Expenses per net rentable square foot exceed the Operating Expense Base, multiplied by the net rentable square feet comprising for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesexceeded operating expenses. Within six one-hundred twenty (6120) months days following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this sectionSection. In the event If the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event If the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision provisions in this Lease, during the year in which the Lease terminates, Landlord, prior to within one (1) year following the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 's share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant shall have the right, at its own expense and within reasonable time, to audit during Landlord's regular business hours Landlord's books relevant to the additional rent payable under this Section. Notwithstanding anything to the contrary contained in this Lease, if the Building is not fully occupied during any calendar year, Tenant's additional rent under this Section and the operating expenses shall be determined as if the Building had been fully occupied during such year. Tenant agrees to pay any Additional Rent additional rent due under this section Section within ten thirty (1030) days following receipt of the invoice or accounting showing Additional Rent additional rent due, Calendar year 2001 to be the base for calculation of pass through of operating expenses.

Operating Expenses. In (a) During the event the Operating Expenses for the Building and/or the Property term of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)this Lease, Tenant agrees to shall pay as Additional Rent Tenant’s pro rata share 's Proportionate Share of an amount equal to the excess ("Excess") from time to time by which the Basic Cost in any calendar year exceeds the Base Year Stop. Landlord shall make a good faith estimate of the Excess for each upcoming calendar year and Tenant shall be required to pay the monthly payment of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Additional Rent equal to one-twelfth (1/12) of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. such estimate. (b) Within six (6) months following a reasonable time after the close of each calendar year during Tenant's occupancy and the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of Landlord's actual Basic Cost for the previous year. If the total of the monthly installments paid by Tenant is less than Tenant's total annual obligation for the Excess, Tenant shall within twenty (20) days of invoice pay the difference upon receipt of Landlord's annual statement. Any overpayment shall be credited to Tenant's obligation for the next succeeding period or other amounts due and payable under this Lease. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within thirty (30) days after receipt of such statement, Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Upon receipt of Tenant's notice, Landlord shall provide Tenant an accounting showing in with reasonable additional detail all computations concerning the questioned items. Pending the determination of Additional Rent due under this section. In such dispute, Tenant shall pay without delay the event the accounting shows that the total full amount of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable in accordance with each such statement that Tenant is disputing. Any overpayment shall be credited, in Landlord's discretion, to the year in which next installment of operating expenses due, or such termination shall occur shall other amounts as may be prorated on due Landlord under the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueLease.

Operating Expenses. In (a) With regard to the event Expansion Premises, on the Operating Expenses for Expansion Date, and, with regard to the Building and/or 1100 Premises, on the Property Renewal Date, Item 8 of which the Leased Premises are a partBasic Lease Provisions is deleted. (b) With regard to the Expansion Premises, shallon the Expansion Date, in any calendar year during and, with regard to the Term1100 Premises, exceed Landlord’s Operating Expenses for on the Building and/or Renewal Date, Paragraph 3(a) of the Property for Lease is deleted, and the period from April 1, 2011 through March 31, 2012 following substituted therefor: “Tenant shall pay to Landlord as additional rent (the “Base YearAdditional Rent”), Tenant agrees ) an amount equal to pay as Additional Rent Tenant’s pro rata share Proportionate Share (defined below) of such excess Operating Expenses. Landlord may invoice Tenant monthly for In addition to payment of Tenant’s pro rata share Proportionate Share of Operating Expenses, Tenant shall also pay to Landlord as part of Additional Rent, Tenant's Proportionate Share of Electrical Costs (defined below).” (c) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(c) of the estimated Operating Expenses Lease is deleted. (d) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(e) of the Lease is amended by deleting the clause “(including Tenant’s Base Year for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six )”. (6e) months With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, the first sentence of Paragraph 3(g) of the Lease is deleted and the following substituted therefor: “Prior to the close commencement of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Lease Term, be accompanied by a refund. Tenant Landlord shall have the right to engage an independent Certified Public Accountant or give to Tenant a qualified employee written estimate of Tenant at Tenant expense to conduct an audit Tenant’s Proportionate Share of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct if any, for the amount of Additional Rent. If Property for the audit concludes that Landlord has misstated Operating Expenses by more than 10% of ensuing year.” (f) With regard to the Base Year Operating ExpenseExpansion Premises, Landlord shall additionally pay on the cost of Expansion Date, and, with regard to the audit not to exceed $5,000. Notwithstanding any other provision in this Lease1100 Premises, during on the year in which Renewal Date, the Lease terminates, Landlord, prior is amended by replacing all references to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the phrase “excess Operating Expenses based upon the previous year’s Expenses” with “Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due”.

Operating Expenses. In the event Prior to commencement of each Operating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant as estimate of the Operating Expenses for such Operating Year and if the Building and/or same shall be in excess of the Property Base Operating Expenses, the installments of which rent payable hereunder in respect of each month of such Operating Year shall be increased by way of Additional Rent by an amount equal to one-twelfth (1/12) of two percent (2%) of such excess and Tenant shall make payment thereof to Landlord accordingly ("Tenant's Estimated Share"). After the Leased Premises are end of each Operating Year, the Landlord shall furnish to Tenant a part, shall, in any calendar year during the Term, exceed statement of Landlord’s 's actual Operating Expenses for such Operating Year and Tenant shall pay to Landlord an amount equal to two percent (2%) of the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share excess of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which over the Base Operating Expenses ("Tenant's Actual Share"). If Tenant's Actual Share is greater than the amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made paid by Tenant exceeds the amount to Landlord as Tenant's Estimated Share, then Tenant shall pay this difference to Landlord within fourteen (14) days after delivery of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereundersuch statement. In the event the accounting shows that the total of the monthly payments made by Tenant If Tenant's Actual Share is less than the amount of Additional Rent due paid by Tenant under this sectionto Landlord as Tenant's Estimated Share, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, then Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of refund the excess Operating Expenses based upon the previous year’s Operating Expensesto Tenant within fourteen (14) days after delivery of such statement. 2.01. If this Lease shall terminate on a day other than on the last day expiry of a calendar yearan Operating Year in any Operating Year, then in computing the amount of any Additional Rent payable by Tenant applicable to under this Article for the year in which such termination shall occur shall be prorated on the ratio that the number of days period from the commencement of the calendar year Operating Year in which the Lease terminates until the date of termination, the Base Operating Expenses shall be deducted from the Operating Expenses for such Operating Year and Tenant shall pay one-three hundred sixty-fifth (1/365) of two percent (2%) for each day of such Operating Year during which this Lease shall have been in full force and effect. The obligations of the parties hereto to and including adjust sums owed pursuant to this Article shall survive the termination date bears expiration of the term of this Lease Failure of Landlord to 365. Tenant agrees furnish a statement of actual Operating Expenses or to pay any Additional give notice of an adjustment to Annual Rent due under this section within ten (10) days following receipt Article in a timely manner shall not prejudice or act as a waiver of Landlord's right to furnish such statement or give such notice at a subsequent time or to collect any adjustments to the invoice or accounting showing Additional Base Rent duefor any preceding period.

Operating Expenses. In The amount of the event Annual Operating Expenses set forth in Section 1(g) above represents Tenant’s Share of the Operating Expenses for the Building and/or the Property of calendar year in which the Leased Premises are a part, shall, in any calendar year during Term commences as reasonably estimated by Landlord. Landlord may reasonably adjust such amount from time to time if the Term, exceed Landlord’s estimated Annual Operating Expenses increase or decrease in which case Landlord shall send written notice of such increase or decrease to Tenant, together with reasonable documentation supporting such adjustment; Landlord may also invoice Tenant separately from time to time for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share Share of such excess any extraordinary or unanticipated Operating Expenses. Landlord may invoice Tenant monthly for TenantBy April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s pro rata share option, after a sale of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearProperty), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within thirty (30) days after delivery of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionstatement to Tenant, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Landlord or Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable overpayment or deficiency then due from one to the year other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant does not give Landlord notice within thirty (30) days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in which such termination shall occur dispute, Tenant shall be prorated on deemed to have waived the ratio that right to contest the number of days from the commencement of the calendar year to statement. Landlord’s and including the termination date bears to 365. Tenant agrees Tenant’s obligation to pay any Additional Rent overpayment or deficiency due under the other pursuant to this section within ten (10) days following receipt Section shall survive the expiration or termination of the invoice or accounting showing Additional Rent duethis Lease.

Operating Expenses. In 5.1 LESSEE shall pa y to LESSOR, as Additional Rent, LESSEE’S Proportionate Share of the event the amount by which LESSOR’S Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term exceeds the Base Operating Expenses. LESSEE’S Proportionate Share of LESSOR’S Operating Expenses for less than a calendar year shall be prorated and apportioned. 5.2 On or about January 1, 2013, and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, exceed Landlord’s LESSOR shall determine or estimate the amount by which LESSOR’S Operating Expenses for the Building and/or calendar year in question will exceed the Property Base Operating Expenses (“LESSOR’S Estimated Operating Expenses”) and shall submit such information to LESSEE in a written statement (“LESSOR’S Expense Statement”) 5.3 Commencing on the first Basic Rent Payment Date following the submission of any LESSOR’S Expense Statement and continuing thereafter on each successive Basic Rent Payment Date until LESSOR renders the next LESSOR’S Expense Statement, LESSEE shall pay to LESSOR on account of its obligation under Section 5.1 of this Lease, a sum (the “Monthly Expense Payment”) equal to one-twelfth (1/12) of LESSEE’S Proportionate Share of LESSOR’S Estimated Operating Expenses for such calendar year. LESSEE’S first Monthly Expense Payment after receipt of LESSOR’S Expense Statement shall be accompanied by the payment of an amount equal to the product of the number of full months, if any, within the calendar year which shall have elapsed prior to such first Monthly Expense Payment, times the Monthly Expense Payment; minus any Additional Rent already paid by LESSEE on account of its obligation under Section 5.1 of this Lease for such calendar year. 5.4 Each LESSOR’S Expense Statement shall reconcile the payments made by LESSEE pursuant to the preceding LESSOR’S Expense Statement with LESSEE’S Proportionate Share of LESSOR’S Operating Expenses for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees covered thereby. Any balance due to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount LESSOR shall be adjusted each year based upon anticipated Operating Expenses. Within six paid by LESSEE within thirty (630) months following days after LESSEE’S receipt of LESSOR’S Expense Statement; any surplus due to LESSEE shall be applied by LESSOR against the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations next accruing monthly installment(s) of Additional Rent due under this sectionArticle. In If the event Term has expired or has been terminated, LESSEE shall pay the accounting shows that balance due to LESSOR or, alternatively, LESSOR shall refund the total surplus to LESSEE, whichever the case may be, within thirty (30) days after LESSEE’S receipt of LESSOR’S Expense Statement; provided, however, if the monthly payments made Term shall have been terminated as a result of a default by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionLESSEE, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant then LESSOR shall have the right to engage an independent Certified Public Accountant retain such surplus to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent. 5.5 LESSEE or its representative shall have the right to examine LESSOR’S books and records with respect to the reconciliation of LESSOR’S Operating Expenses for the prior calendar year set forth in LESSOR’S Expense Statement during normal business hours at any time within thirty (30) days following the delivery by LESSOR to LESSEE of such LESSOR’S Expense Statement. Unless LESSEE shall give LESSOR a qualified employee notice objecting to said reconciliation and specifying the respects in which said reconciliation is claimed to be incorrect within fifteen (15) days after its examination of Tenant at Tenant expense LESSOR’S books and records, said reconciliation shall be considered as final and accepted by LESSEE. Notwithstanding anything to conduct an audit of Landlord’s computations of the contrary contained in this Article, LESSEE shall not be permitted to examine LESSOR’S books and records or to dispute said reconciliation unless LESSEE has paid to LESSOR the amount due as shown on LESSOR’S Expense Statement; said payment is a condition precedent to said examination and/or dispute. 5.6 In no event shall any adjustment in LESSEE’S obligation to pay Additional Rent due under this sectionArticle 5 result in a decrease in the Basic Rent payable hereunder. LESSEE’S obligation to pay Additional Rent, and LESSOR’S obligation to credit and/or refund to LESSEE any amount, pursuant to the provisions of this Article 5, shall survive the Termination Date. 5.7 If any tenant in the audit concludes that Landlord has misstated Building for any reason shall not be provided all services generally provided by LESSOR to other tenants of the Building, then for purposes of determining LESSOR’S Operating Expenses, Landlord LESSOR shall correct the amount of reasonably estimate what LESSOR’S Operating Expenses would have been had such service been provided to all tenants. 5.8 LESSEE shall also pay to LESSOR, as Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar yeardemand, the amount of any Additional Rent payable increase in LESSOR’S Operating Expenses which is attributable to LESSEE’S use or manner of use of the Demised Premises, to activities conducted on or about the Demised Premises by Tenant applicable LESSEE or on behalf of LESSEE or to any additions, improvements or alterations to the year in which such termination Demised Premises made by or on behalf of LESSEE. 5.9 The provisions of Section 29.3 shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year apply to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueLESSOR’S Expense Statement.

Operating Expenses. In Commencing on January 1, 2012, Sublessee shall pay Sublessor, as additional rent, an amount equal to Sublessee’s Share (defined below) of the event excess of (a) all Additional Rent payable by Sublessor under Section 3.2 of the Operating Expenses Original Master Lease with respect to the Master Lease Premises for the Building and/or the Property of which the Leased Premises are a part, shall, in any applicable calendar year during (commencing with calendar year 2012), over (b) all Additional Rent payable by Sublessor under Section 3.2 of the Term, exceed Landlord’s Operating Expenses Original Master Lease with respect to the Master Lease Premises for the Building and/or the Property for the period from April 1, calendar year 2011 through March 31, 2012 (the “Sublease Base Year”). “Sublessee’s Share” shall mean the rentable area of the Subleased Premises divided by the rentable area of the Master Lease Premises, Tenant agrees which the parties agree is 34.11%. To the extent excess Operating Costs and Taxes (as said terms are defined in the Master Lease) are payable on a monthly estimated basis under the Master Lease, Sublessee’s Share with respect thereto shall be paid as and when Sublease Base Rent is due in an amount based on Landlord’s estimates and Sublessor’s reasonable and good faith determination of Sublessee’s Share thereof based on such Landlord’s estimates. Upon any reconciliation or adjustments of estimated and actual Operating Costs and Taxes by Landlord, Sublessor will promptly deliver to pay as Additional Rent Tenant’s pro rata share Sublessee a copy of such excess reconciliation and the corresponding Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Costs and Taxes hereunder shall be adjusted each year based upon anticipated Operating Expensesbetween Sublessor and Sublessee (with appropriate reimbursements or additional payments) within thirty (30) days after delivery to Sublessee of any reconciliation or adjustment statement from Landlord and Sublessor’s reasonable and good faith determination of Sublessee’s Share of any such adjustments. Within six (6) months following the close Sublessor shall deliver a true and complete copy of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations Landlord’s statements of any estimated or actual Additional Rent due under the Master Lease (and any subsequent adjustments thereto), along with Sublessor’s reasonable and good faith determination of Sublessee’s Share with respect thereto, within five (5) business days after receipt of Landlord’s statement. Sublessor shall, reasonably and in good faith, review any objections to any Landlord statement submitted by Sublessee to Sublessor within the review period under Section 3.2(b)(3) of the Original Master Lease and, in Sublessor’s reasonable and good faith discretion shall submit such objections to Landlord within such time period. As between Sublessor and Sublessee, Sublessee shall have the review rights under Section 3.2 of the Original Master Lease (as incorporated herein), but only with respect to Sublessor’s determination of Sublessee’s Share of the Additional Rent determined by Landlord. Notwithstanding anything in the Master Lease or this section. In Sublease to the contrary, for the purpose of calculating the amounts used to calculate Sublessee’s Share of Operating Costs and Taxes under this Section 5 during the Sublease Term, in the event that Landlord elects to pay Sublessor the accounting shows that the total Proposition 13 Purchase Price (as defined in Section 3.2(d)(3) of the monthly payments made by Tenant exceeds Master Lease) in lieu of excluding the amount of Additional Rent due by Tenant under this section“Proposition 13 Protection Amount” from Taxes, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant Sublessor shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10retain 100% of the Base Year Operating ExpenseProposition 13 Purchase Price, Landlord and for purposes of this Sublease, Sublessee’s Share of Taxes shall additionally pay continue to be calculated by excluding any portion of a Tax Increase relating to any Reassessment during the cost initial 7-year Term of the audit not Master Lease. Subject to exceed $5,000. Notwithstanding any other provision Sublessor’s obligations set forth in this LeaseSection 5, during the year in which the Lease terminatesas between Sublessor and Sublessee, Landlord, prior to the termination date, Sublessor shall have the option sole right to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease object to any items shown on any Landlord statement, and such statement shall terminate be final and binding on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable Sublessee if and to the year in which extent Sublessor approves of such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duestatement.

Operating Expenses. In The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Section 1(g) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar year, year in which the Term commences. Landlord may adjust such amount shall be adjusted each year based upon anticipated from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. Within six (6) months following the close By March 31st of each calendar yearyear (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Within 30 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by from one to the other. If Tenant under this sectiondoes not give Landlord notice within 90 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for deemed to have waived the Additional Rentright to contest the statement. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section shall survive the expiration or termination of this Lease. Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing and if in allocating Operating Expenses, including the last year method of allocating Operating Expenses to various types of space within the Term, be accompanied by a refundBuilding to reflect any disparate levels of services provided to different types of space. Tenant shall have the right from time to engage an independent Certified Public Accountant time, by its accountants or a qualified employee of Tenant at Tenant expense representatives, to conduct an audit inspect and examine all of Landlord’s computations records relating to the calculation of Additional Rent due Operating Expenses payable by Tenant hereunder, as well as to request and receive reasonable invoice support with respect to the same. Landlord shall retain such records for at least 2 years. In the event that any such inspection discloses that Tenant has paid an amount in excess of that payable by Tenant under this sectionSection, Landlord shall refund such excess to Tenant within 30 days after receipt from Tenant of a report substantiating Tenant’s position to Landlord’s reasonable satisfaction. If In addition, in the audit concludes event that any such inspection discloses (subject to Landlord’s reasonable satisfaction) that Landlord has misstated Operating Expensescharged Tenant in excess of 3% more than the amount properly chargeable to Tenant, Landlord shall correct reimburse to Tenant the amount reasonable costs of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% such inspection within 30 days after receipt from Tenant of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant reasonable substantiation for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duecosts.

Operating Expenses. (a) In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “addition to Base Year”)Rent, Tenant agrees to pay as Additional Rent to Landlord Tenant’s pro rata share Proportionate Share of Operating Expenses for the Premises, as hereinafter defined. Commencing on the Commencement Date, Tenant shall pay Tenant’s Proportionate Share of Operating Expenses in monthly payments, each in an amount equal to one-twelfth (1/12th) of Tenant’s Proportionate Share of Operating Expenses as estimated by Landlord for the applicable calendar year. Within ninety (90) days, or such later date as is reasonably practical, after the end of each calendar year within the Lease Term, Landlord shall determine the actual amount of Tenant’s Proportionate Share of Operating Expenses for the expired calendar year and deliver to Tenant a written statement of such excess amount (each an “Operating ExpensesExpenses Statement”). Landlord may invoice Tenant monthly for If Tenant’s pro rata share total payments of the estimated Operating Expenses for each any calendar year are less than actual Operating Expenses for such calendar year, which amount then Tenant shall be adjusted each pay the difference to Landlord within thirty (30) days after demand, and if Tenant’s total payments of estimated Operating Expenses for any calendar year based upon anticipated are more than actual Operating Expenses. Within six (6) months following the close of each Expenses for such calendar year, then Landlord shall provide Tenant an accounting showing in reasonable detail all computations retain such excess and credit it against Tenant’s next occurring payments on account of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionOperating Expenses, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and or if in the last year of the Lease Term, Landlord shall refund to Tenant such excess within thirty (30) days of the expiration or earlier termination of this lease. For purposes of calculating Tenant’s payment of Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year, except the last year, which shall end on the expiration or termination of this Lease. At any time, Landlord may adjust the amount of the estimated Tenant’s Proportionate Share of Operating Expenses to reflect Landlord’s estimate of Tenant’s Proportionate Share of Operating Expenses for the year and, commencing on that date which is thirty (30) days after the date of such notice, Tenant shall begin to make payments to Landlord in accordance with the adjusted amounts designated by Landlord. (b) Each Operating Expenses Statement delivered to Tenant shall constitute an account stated between Landlord and Tenant and shall be accompanied conclusively binding upon Tenant, unless Tenant (i) pays to Landlord when due the amount set forth in such Operating Expenses Statement, without prejudice to Tenant’s right to dispute such Operating Expenses Statement, and (ii) within thirty (30) days after such Operating Expenses Statement is delivered, sends a written notice to Landlord objecting to such Operating Expenses Statement and specifying the reasons therefor, in which event, upon request, Tenant may, at its sole cost and expense, audit the books and records pertaining to the Operating Expenses for the applicable calendar year. Said audit shall be (a) performed, at Landlord’s option, either (i) at a mutually satisfactory time at Landlord’s offices in Framingham, Massachusetts, or (ii) after physical or electronic delivery to Tenant of the relevant documents and (b) completed no later than ninety (90) days after receiving the applicable statement of Operating Expenses. Such audit may be made only by Tenant, a refundnationally or regionally recognized independent certified public accounting firm, or a qualified leasing consultant professional. In no event may Tenant employ, in connection with any such audit or any dispute under this Lease, any person or entity who is to be compensated in whole or in part, on a contingency fee basis. In connection with any such audit, Tenant, and all accountants, consultants and agents of Tenant, shall keep all information confidential and shall execute and deliver to Landlord a commercially reasonable confidentiality agreement, whereby such parties agree not to disclose to any third party any of the information obtained in connection with such audit. Tenant shall have pay the right fees and expenses relating to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes such audit, unless it is conclusively determined that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated overstated Operating Expenses by more than 10% of the Base Year Operating Expensefive percent (5%) for such year, in which event Landlord shall additionally pay reimburse Tenant for the cost reasonable out-of-pocket costs incurred by Tenant in such audit. (c) For purposes of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, “Taxes” shall mean all taxes, assessments, betterments, excises, user fees and all other governmental charges and fees of any kind or nature, or impositions or agreed payments in lieu thereof or voluntary payments made in connection with the provision of governmental services or improvements of benefit to the Building or the Property (including any so-called linkage, impact or voluntary betterment payments), and all penalties and interest thereon, assessed or imposed or accrue against the Property or any part thereof (including, without limitation, any personal property taxes levied on such property or on fixtures or equipment used in connection therewith), or upon Landlord by virtue of its ownership thereof, other than a federal or state income tax of general application, during the year in which Lease Term. If during the Lease terminatesTerm the present system of ad valorem taxation of property shall be changed so that, Landlord, prior in lieu of or in addition to the termination datewhole or any part of such ad valorem tax, there shall have be assessed, levied or imposed on the option to invoice Tenant for Tenant’s pro rata share Property or any part thereof or on Landlord any kind or nature of federal, state, county, municipal or other governmental capital levy, income, sales, franchise, excise or similar tax, assessment, levy, charge or fee (as distinct from the excess Operating Expenses federal and state income tax in effect on the Commencement Date) measured by or based in whole or in part upon the previous year’s Operating Expenses. If this Lease Building valuation, mortgage valuation, rents or any other incidents, benefits or measures of real property or real property operations and imposed on owners of real estate generally, then any and all of such taxes, assessments, levies, charges and fees shall terminate on a day other than be included within the last day of a calendar yearterm “Taxes”, but only to the amount of any Additional Rent payable by Tenant extent the same are applicable to the year in which such termination shall occur shall be prorated on Property and the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duerents hereunder.

Operating Expenses. In addition to Base Rent payable by Tenant pursuant to Section 4, above, on the event first day of each calendar month beginning after the Lease Commencement Date, Tenant shall pay to Landlord, as Rent, without notice, demand, offset, or deduction, one-twelfth of all Operating Expenses for the Building and/or the Property of calendar year in which the Leased Premises are Lease Commencement Date occurs, and for each calendar year thereafter during the Term, as estimated by Landlord in the most recently-delivered Estimated Statement (as defined below). Landlord shall deliver to Tenant, prior to the commencement of the Lease Commencement Date and prior to each anniversary of the Lease Commencement Date thereafter, a partwritten statement (“Estimated Statement”) setting forth Landlord’s estimate of the Operating Expenses allocable to the ensuing calendar year (or portion thereof). Landlord may, shallat its option, during any such year (but no more than twice in any one calendar year), deliver to Tenant a revised Estimated Statement, revising Landlord’s estimate of the Operating Expenses in accordance with L▇▇▇▇▇▇▇’s most current estimate. No later than one hundred twenty (120) days after the end of each calendar year during the Term, exceed Landlord shall deliver to Tenant a written statement (“Actual Statement”) setting forth the actual Operating Expenses allocable to such calendar year. Tenant’s failure to object to Landlord regarding the contents of an Actual Statement, in writing, within one hundred twenty (120) days after delivery to Tenant of such Actual Statement shall constitute Tenant’s absolute and final acceptance and approval of the Actual Statement, except in the event Tenant is later able to prove fraud or intentional misrepresentation. Following Landlord’s receipt of Tenant’s written request, Landlord shall also provide Tenant with reasonable back-up information (e.g., tax bills, bills for utility costs, etc.) as well as explanations based on known costs and reasonable projections. If the sum of Tenant’s monthly payments actually paid by Tenant during any calendar year exceeds Tenant’s obligations for Operating Expenses allocable to such year as reflected in an Actual Statement, then such excess will be credited against T▇▇▇▇▇’s future monthly payments of Operating Expenses, unless such year was the year during which the Term expires or is terminated (the “Last Calendar Year”), in which event either (i) such excess shall be credited against any monetary default or outstanding obligation of Tenant under this Lease, or (ii) if Tenant is not in default under this Lease and has no outstanding monetary obligations at such time, then Landlord shall pay to Tenant such excess within thirty (30) days after the expiration or termination of the Term. If the sum of Tenant’s monthly payments of Operating Expenses actually paid by T▇▇▇▇▇ during any calendar year is less than Tenant’s Proportionate Share of the actual Operating Expenses allocable to such year, then Tenant shall, within thirty (30) days of delivery of the Actual Statement, pay to Landlord the amount of such deficiency. The references in this Section to the actual Operating Expenses allocable to a calendar year shall include, if such calendar year is the Last Calendar Year, the actual Operating Expenses allocable to the portion of such year prior to the expiration or termination of the Term, calculated on a pro rata basis, without regard to the date of a particular expenditure. The provisions of this Section shall survive the termination of this Lease, and even though the Term has expired, and Tenant has vacated the Premises, when the final determination is made of Operating Expenses for the Building and/or year in which this Lease terminates, which shall be within one hundred twenty (120) days after the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)end of such year, Tenant agrees to shall promptly pay as Additional Rent any increase due over the estimated expenses paid by Tenant pursuant hereto and conversely any overpayment made in Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount payments shall be adjusted each year based upon anticipated Operating Expensespromptly rebated by Landlord to Tenant. Within six Notwithstanding the foregoing, if Landlord fails to provide the Actual Statement within thirty (630) months following days after written notice from Tenant that Landlord did not deliver the close of each calendar yearActual Statement by the applicable date set forth herein, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall not have the right to engage an independent Certified Public Accountant or a qualified employee collect from Tenant any underpayment of Tenant at Tenant expense to conduct an audit Tenant’s Proportionate Share of Landlord’s computations Operating Expenses that may be determined for the period covered by such Actual Statement. Landlord shall not recover more than one hundred percent (100%) of Additional Rent due under this section. If the audit concludes Operating Expenses actually incurred by Landlord and in the event that Landlord has misstated Operating Expensesshall collect more than one hundred percent (100%), Landlord shall correct the amount promptly reimburse to Tenant, T▇▇▇▇▇’s Proportionate Share of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior such excess to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable extent paid by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueT▇▇▇▇▇.

Operating Expenses. In a) Tenant's Share. (a) Tenant's share of Building Operating Expenses ("Tenant's Building Share") is hereby mutually agreed to be that percentage set forth in the event Basic Lease Information. Tenant shall pay as Additional Rent Tenant's Building Share of Building Operating Expenses for any calendar year after the Base Calendar Year to the extent that Building Operating Expenses for such calendar year exceed the Building Operating Expenses for the Base Calendar Year. (b) Tenant's share of Project Operating Expenses ("Tenant's Project Share") is hereby mutually agreed to be that percentage set forth in the Basic Lease Information. Tenant shall pay as Additional Rent Tenant's Project Share of Project Operating Expenses for any calendar year after the Base Calendar Year to the extent that Project Operating Expenses for such calendar year exceed the Project Operating Expenses for the Base Calendar Year. (c) For the purposes of this Article 6 and determining Tenant's Share of Building Operating Expenses and Tenant's Share of Project Operating Expenses, Landlord and Tenant hereby agree that the Operating Expenses for the Building and/or Base Calendar Year shall be the Property greater of which (A) the Leased amount of Five Dollars and Sixty Five Cents ($5.65) per square feet of Rentable Area in the Premises, as increased by an amount determined by multiplying the amount of Five Dollars and Sixty Five Cents ($5.65) per square feet of Rentable Area in the Premises are a partby the increase, shallif any, in any calendar year the Index (as hereinafter defined) from the date of this Lease through December 31, 2002, being the amount budgeted by Landlord for Operating Expenses during the TermBase Calendar Year (the "Budgeted Operating Expenses"); or (B) the sum of the actual Operating Expenses incurred by Landlord during the Base Calendar Year and an amount equal to Twenty-five Cents ($.25) per square foot of Rentable Area in the Premises (the "Operating Expense Buffer"). Within sixty (60) days after the date of this Lease, exceed Landlord’s Landlord shall deliver to Tenant for Tenant's approval a revised budget for Operating Expenses for the Base Calendar Year, which shall allocate in a reasonable manner the foregoing expenses between Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expense and Project Operating Expenses. Tenant shall not unreasonably withhold or delay Tenant's approval of Landlord's budget. If Tenant disapproves Landlord's revised budget, then Tenant shall notify Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated reasons therefor and Landlord and Tenant shall thereafter negotiate reasonably to agree upon a revised budget. If they are unable to so agree within sixty (60) days after Landlord delivers its proposed revised budget to Tenant, then the dispute shall be resolved in accordance with the Real Estate Industry Arbitration Rules of the American Arbitration Association. After Landlord and Tenant agree on (or arbitration establishes) a revised budget that allocates Budgeted Operating Expenses between Building Operating Expenses and Project Operating Expenses: (i) Building Operating Expenses for each calendar year, which amount the Base Calendar Year shall be adjusted each year based upon anticipated the greater of (x) the amount of the Budgeted Operating Expenses allocated to Building Operating Expenses, or (y) the sum of the actual Building Operating Expenses incurred by Landlord during the Base Calendar Year and an amount equal to the portion of the Operating Expense Buffer that is allocated to the Building Operating Expenses; and (ii) Project Operating Expenses for the Base Calendar Year shall be the greater of (x) the amount of the Budgeted Operating Expenses allocated to Project Operating Expenses, or (y) the sum of the actual Project Operating Expenses incurred by Landlord during the base Calendar Year and an amount equal to the portion of the Operating Expense Buffer that is allocated to the Project Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total For purposes of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionforegoing, the accounting Operating Expense Buffer shall reflect a credit against be allocated between Building Operating Expenses and Project Operating Expenses in the same proportion that actual Building Operating Expenses for the Base Rent Calendar Year bears to actual Project Operating Expenses for the Base Calendar Year. Tenant’s Share of Building Operating Expenses and other charges due hereunderTenant’s Share of Project Operating Expenses payable pursuant to subsections (a) and (b) above shall thereafter be determined based on the approved revised budget submitted by Landlord. In For the event the accounting shows that the total purposes of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this sectionSection 6.01, the account term “Index” shall be accompanied by an invoice for mean the Additional RentDepartment of Labor, Bureau of Labor Statistics, Consumer Price Index, Subgroup “Urban Wage Earners and if in the last year of the TermClerical Workers (Revised)", be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten Los Angeles - Long Beach -Anaheim - Riverside ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (10) days following receipt of the invoice or accounting showing Additional Rent due▇▇▇▇-▇▇ = 100).

Operating Expenses. In The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Subsection 1(h) above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar year, year in which the Term commences. Landlord may adjust such amount shall be adjusted each year based upon anticipated from time to time if the estimated Annual Operating Expenses increase or decrease; Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses. Within six Each year (6) months following and as soon as practical after the close expiration or termination of each calendar yearthis Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant an accounting showing in reasonable detail all computations with a statement of Additional Rent due under this sectionOperating Expenses for the preceding calendar year or part thereof. In the event the accounting shows that the total Landlord will promptly provide to Tenant supporting information with respect to a statement of Operating Expenses such as invoices for taxes and insurance upon Tenant’s request. Within 30 days after delivery of the monthly payments made by statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due by from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. If Tenant under this sectiondoes not give Landlord notice within 60 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall deemed to have waived the right to engage an independent Certified Public Accountant contest the statement. If Tenant disagrees with the statement and specifies the items and amounts in dispute, Tenant shall, pending the resolution of such dispute, nonetheless pay all of Tenant’s Annual Operating Expenses in accordance with the statement furnished by Landlord. Upon the resolution of such dispute, the amount due Tenant (if any) shall be credited against future payments of Rent. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section shall survive the expiration or termination of this Lease. It is the intention of the parties that except as set forth herein to the contrary, this Lease is a qualified employee “triple net lease” and Landlord shall receive the Annual Base Rent, Annual Operating Expenses and other sums required of Tenant at Tenant expense to conduct an audit of under the Lease, except for Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision obligations set forth in this Lease, undiminished from all costs, expenses and obligations of every kind relating to the Premises, which shall arise or become due during the Term, all of which shall be paid by Tenant. Notwithstanding the foregoing or any other provision of this Lease, after the first full calendar year in which following the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar yearCommencement Date, the amount of any Additional Rent payable Annual Operating Expenses paid by Tenant shall not exceed one hundred three percent (103%) of the amount of Annual Operating Expenses paid by Tenant for the preceding calendar year measured on a cumulative basis; provided, however, the foregoing cap shall not be applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year Non-Controllable Operating Expenses (as hereinafter defined). “Non-Controllable Operating Expenses” are defined as taxes and assessments (including pursuant to any recorded covenants or agreements), insurance costs, snow removal and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueutility expenses.

Operating Expenses. In Lessee shall also pay as additional rent Lessee's pro rata share of the event the Operating Expenses operating expenses of Lessor for the Building building and/or the Property project of which the Leased Premises leased premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s except that Lessee's pro rata share for Controllable Expenses shall be limited to an increase of such excess Operating Expensesno more than six percent (6%) from the previous calendar year. Landlord Controllable Expenses shall mean those expenses for which the Lessor contracts for services at a negotiated price or rate for services (including professional property management fees). Non-Controllable Expenses shall include all other expenses. Lessor may invoice Tenant Lessee monthly for Tenant’s Lessee's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six nine (69) months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the this Lease terminates, LandlordLessor, prior to the termination date, shall have the option to invoice Tenant Lessee for Tenant’s Lessee's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the such termination date bears to 365. Tenant Lessee shall have the right, at its own expense and within a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any Additional Rent additional rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. The current estimate of Lessee's share of operating expenses is Two and 60/100 Dollars ($2.60) per square foot of the leased premises which shall be paid in addition to and along with base rent. Lessee's prorated share of the projects operating expenses shall be 15.20%.

Operating Expenses. In 5.1. For each calendar year or portion thereof during the event Te1m after the Sublease Base Expense Year (as hereinafter defined), Subtenant shall pay to Sublandlord, as additional rent (the "Sublease Expense Payment"), the amount equal to Subtenant's Percentage 7553 !0v6 E:X'ECUTION VERSJON of the amount by which Operating Expenses Allocable to the Premises (as such te1m is defined in Section 2.6 of the Lease) payable by Sublandlord for such calendar year, as determined by Owner pursuant to a statement ("Owner’s Expense Statement") delivered to Sublandlord in accordance with Section 2.6 of the Lease, exceeds the Operating Expenses Allocable to the Premises payable by Sublandlord for the Building and/or calendar year commencing on January 1, 2014 and end:iJ.1g on December 31, 2014 (hereinafter referred to as the Property "Sublease Base Expense Year"). 5.2. Within a reasonable time after receipt of Owner's Expense Statement, Sublandlord shall provide to Subtenant a written statement (a "Sublease Expense Statement"), ·which Sublease Expense Statement shall be based upon Owner's Expense Statement (and a copy thereof provided to Subtenant), estimating the Sublease Expense Payment for such calendar year (the "Estimated Sublease Expense Payment"). Subtenant shall pay to Sublandlord on the first (1st) day of each month during each calendar year after the Sublease Base Expense Year, an amount equal to one-twelfth (1/12th) of the Estimated Sublease Expense Payment for such calendar year. If Sublandlord furnishes a Sublease Expense Statement for a calendar year following the commencement of such calendar year, then (x) until the first day of the month following the month in which such Sublease Expense Statement is furnished to Subtenant, Subtenant shall continue to pay to Sublandlord an amount equal to the monthly amount of the Estimated Sublease Expense Payment payable by Subtenant to Sublandlord for the prior calendar year; (y) promptly after the Sublease Expense Statement is furnished to Subtenant, Sublandlord shall give notice to Subtenant stating whether the amount of the Estimated Sublease Expense Payment previously paid by Subtenant to Sublandlord for the current calendar year was greater or less than the installments of the Estimated Sublease Expense Payment to be paid for the current calendar year, and (a) if there shall be a deficiency, Subtenant shall pay the amount thereof within fifteen (15) business days after Sublandlord delivers such Sublease Expense Statement to Subtenant, or (b) if there shall have been an overpayment, provided Subtenant is not in default hereunder following notice and the expiration of any applicable cure period, Sublandlord shall credit against the next installments of Sublease Expense Payment the amount of Subtenant's overpayment. On or before the first day of the month following the month in which the Leased Premises are Sublease Expense Statement is furnished to Subtenant, and monthly thereafter throughout the remainder of the calendar year, Subtenant shall pay to Sublandlord an amount equal to one-twelfth (1/12th) of the Estimated Sublease Expense Payment shown on the most recent Sublease Expense Statement. If Sublandlord receives a partrevised Owner's Expense Statement, shallSublandlord shall within a commercially reasonable time furnish to Subtenant a revised Sublease Expense Statement (and provide a copy of such revised Owner's Expense Statement to Subtenant, in any and the Estimated Sublease Expense Payment for such calendar year shall be adjusted in the same manner as provided in the preceding sentence. 5.3. At any time during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for or after each calendar year, which including, without limitation, the Sublease Base Expense Year, Sublandlord shall furnish to Subtenant an annual statement or statements (the "Annual Statement ") setting forth the amount shall be adjusted each year based upon anticipated of Operating Expenses. Within six (6) months following Expenses Allocable to the close of each Premises payable by Sublandlord to Owner during such calendar year, Landlord which Annual Statement shall provide Tenant an accounting showing be prepared based upon Owner's annual statement pursuant to Section 2.6 of the Lease, if any, received by Sublandlord from Owner (a copy of which shall be provided to Subtenant) relating to annual Operating Expenses Allocable to the Premises payable by Sublandlord for the preceding calendar year. If for any calendar year following the Sublease Base Expense Year, the Annual Statement shows that the Estimated Sublease Expense Payment (or other payments) for such calendar year exceeded the Sublease Expense Payment which should have been paid for such calendar year, provided Subtenant is not in reasonable detail all computations default hereunder following notice and the expiration of Additional Rent due under this sectionany applicable cure period, Sublandlord shall credit against the next installment(s) of the Sublease Expense Payment payable hereunder, the amount of such excess. If the Annual Statement for such calendar year shows that the Estimated Sublease Expense Payment for such calendar year was less than the Sublease Expense Payment (or other payments) which should have been paid for such calendar year, Subtenant shall pay to Sublru1dlord the amount of such deficiency within fifteen (15) days after Sublandlord delivers the Annual Statement. 5.4. In the event that Subtenant reasonably believes that an Annual Statement furnished to Subtenant hereunder contains an error in calculating the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionSublease Expense Payment, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and or if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, Subtenant reasonably disputes the amount of any Additional Rent payable by Tenant applicable to the year Sublease Expense Payment due hereunder, Subtenant shall notify Sublandlord in which writing (a "Dispute Notice.") within one hundred eighty (180) days of receipt of such termination shall occur shall be prorated on the ratio that the number of days from the commencement Annual Statement, vvith time being of the calendar year to essence, and including the termination date bears to 365provide a reasonable basis for such alleged error or dispute. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following Upon receipt of the invoice or accounting showing Additional Rent due.such Dispute Notice, provided (i) Subtenant is not in default hereunder beyond any applicable notice and cure period,

Operating Expenses. In Except as set forth in the event following sentence, all expenses and other costs in respect of the Operating Expenses for ownership, operation and maintenance of the Building Excluded Casinos shall be paid, to the extent permitted by applicable law, by the Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be, that owns the associated Excluded Casino Hotel Resort or Additional Development (or another Person that is not a Loan Party on their behalf) and, if operating costs and expenses are required by applicable law to be paid by a Loan Party, shall be paid solely from the Excluded Bank Accounts. To the extent that the proceeds in the applicable Excluded Bank Accounts are insufficient to fund such operating costs and expenses then due and payable, the Loan Parties shall (a) cause the applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be (or another Person that is not a Loan Party on their behalf) to promptly make deposits into the Excluded Bank Accounts sufficient to cover all such costs and expenses, and/or (b) be deemed to have utilized capacity to make Investments pursuant to an applicable clause of subsection 7.3 to the Property extent of which such costs and expenses (and the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”Company shall be permitted to make such Investments), Tenant agrees and/or (c) apply funds up to an amount of no more than $5,000,000 at any one time unreimbursed, from other sources to pay as Additional Rent Tenant’s pro rata share such costs and expenses, and in the case of clause (c) promptly deliver a notice of such excess Operating Expenses. Landlord payment to the applicable Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may invoice Tenant monthly for Tenant’s pro rata share be, requesting immediate reimbursement to the Loan Parties in an amount equal to any such expenses and costs paid, no later than 10 days after the receipt of such notice by such Cotai Strip Excluded Subsidiary or Additional Development Excluded Subsidiary, as the case may be; provided that this reimbursement requirement will be deemed satisfied if an equal amount is deposited, within such 10 day period, into the applicable Excluded Bank Account by any other Excluded Subsidiary, the Parent, or any Affiliate of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect Parent other than a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant Loan Party or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for TenantPerson on an Excluded Subsidiary’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duebehalf.

Operating Expenses. In Operating expense payments collected from tenants applicable to dates from and after the Closing Date shall be paid to Buyer at Closing. Buyer shall not be responsible for billing and collecting from tenants any expense pass throughs for the period of Seller’s ownership. Seller, however, agrees to promptly calculate amounts due from Tenants for operating expenses incurred prior to Closing and to the extent funds are owed from Seller to any tenant, Seller shall promptly reimburse tenant for the same. Within ninety (90) days after the Closing Date (the “Proration Date”), Seller shall calculate amounts due from Tenants for operating expenses incurred for Seller’s period of ownership in 2018 up to the Closing Date (the “Prorations”). If the LEGAL02/38577646v9 Prorations show Seller has overcollected amounts due from the Tenants for 2018, then Seller shall pay such overcollected amount to Buyer within fifteen (15) days of the date which such overcollected amount is agreed upon between Seller and Buyer. If the Prorations show Seller has undercollected amounts due from the Tenants for 2018, then Buyer shall use commercially reasonable efforts to collect such amounts from the Tenants and to the extent received by Buyer to pay such undercollected amount to Seller within fifteen (15) days of the date which such undercollected amount is actually received by Buyer. Seller shall provide Buyer with all reasonable documentation to verify the Prorations, and, upon request, Buyer shall provide Seller with all reasonable documentation of Buyer’s collection efforts and amounts received from Tenants. Seller will be responsible for reconciling 2017 operating expenses with the Tenants and in the event any Tenant disputes the Operating Expenses 2017 operating expenses, Seller shall comply with the terms of the applicable lease with regard to such dispute and Seller shall reimburse such Tenant for any valid disputed 2017 operating expenses. This provision shall expressly survive Closing for a period of twelve (12) months, and if any disputes are raised with respect to the 2017 operating expenses prior to the expiration of such twelve (12) month period, this provision shall survive until such time as all such disputes are fully resolved and paid. To the extent any tenant is entitled to an audit relative to any pass-throughs for the Building and/or the Property of which the Leased Premises are a partapplicable year, as between Seller and Buyer, (i) Buyer shall, unless otherwise agreed in any calendar year during writing, be responsible for coordinating such audit, and (ii) Seller shall provide the Termauditor selected by Buyer with all requested and available information relative to Seller’s period of ownership and provide such auditor with the standard representation letter required by such auditor in order for such auditor to issue its audit report. The cost of such audit, exceed Landlord’s Operating Expenses for to the Building and/or extent not borne by the tenants, shall be paid by Seller and Buyer in proportion to their respective periods of ownership of the Property for the applicable year. This provision shall expressly survive Closing for a period from April 1, 2011 through March 31, 2012 of twelve (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (612) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duemonths.

Operating Expenses. In (a) For each calendar year occurring during the event Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the Building and/or amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the Property first calendar year occurring within the Term (i.e., the calendar year commencing on January 1,2004 and ending on December 31,2004), Operating Expenses shall be deemed to consist only of which amounts paid or incurred on, or subsequent to, the Leased Premises are a partCommencement Date, shall, in and (ii) for any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other ends later than the last day of a the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of any Additional Rent the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on the Commencement Date and ending on December 31,2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable by Tenant applicable to only on the year first (1st) day of each calendar month occurring after the calendar month in which such termination shall occur the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be prorated made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the ratio that Monthly Estimated OE Payments on account thereof shall be reconciled after the number end of days from the commencement of the such calendar year to and including the termination date bears to 365as provided in Section 2.2(f). Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.________________________________________________________________________________________________________________________

Operating Expenses. In (a) Throughout the event Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in Section 4.01 (b) hereof) of the Building. Such ---------------- payments shall be made as follows: (1) Prior to the Commencement Date and on the first day of January of each year during the Tenn. or as soon thereafter as is practicable, Landlord Shall furnish Tenant with Landlord's estimate of the Operating Expenses for the Building and/or forthcoming year, On the Property first day of which the Leased Premises are a part, shall, in any calendar year each month during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)such year, Tenant agrees to shall pay as Additional Rent Tenant’s pro rata share one-twelfth (1/12/th/) of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Tenants Proportionate Share of the estimated Operating Expenses for each such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, as the case may be), then., until the first day of the calendar year, month following the month in which amount shall be adjusted each year based upon anticipated Tenant is given Landlords estimate of Operating Expenses. Within six (6) months following , Tenant shall continue to pay to Landlord on the close first day of each calendar month the monthly sum payable by Tenant under this Section 4.01 for the month of ------------ December of the preceding year. (2) On the first day of March of each year during the Term, or as soon thereafter as reasonably practical but in no event later than the first day of June of each year, Landlord shall provide furnish to Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total a statement of the monthly payments actual Operating Expenses for the preceding year (the "Operating Expense ----------------- Statement") audited by Beers & ▇▇▇▇▇▇ or another reputable firm that has at --------- least 10 years experience with audits for office buildings and is reasonably approved by Tenant within ten (10) days after Landlord notifies Tenant which auditor Landlord intends to employ for such audit ("Auditor"). Within thirty ------- (30) days after the delivery of the Operating Expense Statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount of Additional Rent due by amount, if arty, which Tenant under this section, has paid toward the accounting shall reflect a credit against Base Rent and other charges due hereunderestimated Operating Expenses pursuant to Section 4.01(a)(1) above. In the event the accounting shows that the total If Tenant's Proportionate Share of the monthly payments made by Tenant actual ------------------ Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply ------------------ such amount to the next accruing installments of Additional Rent due by hereunder or, in the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year overpayment within 30 days after delivery of the Termstatement. The foregoing notwithstanding, be accompanied by a refund. Tenant Landlord shall have the right from time to engage an independent Certified Public Accountant or a qualified employee time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of Tenant at Tenant expense to conduct an audit any change in Landlord's estimate. of Landlord’s computations Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord as previously estimated, shall correct be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of Additional Renteach month following Landlord's giving of such notice. If the audit concludes The effect of this Section 4.01(a) is that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally Tenant will pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during --------------- each year during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Term Tenant’s pro rata share 's Proportionate Share of the excess Operating Expenses based upon the previous year’s actual Operating Expenses. Tenant's and Landlord's obligations hereunder shall survive expiration or earlier termination of this Lease. (3) If this Lease shall terminate the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of a calendar yearDecember, the amount of any Additional Rent payable by Tenant applicable to actual Operating Expenses for the year in which such termination shall occur the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated on so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the ratio that numerator of which shall be the number of days from during such fractional year filling within the commencement Term, and the denominator of which is 365 (or 366, in the case of a leap year ). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner ------------ termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the calendar year to Building and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten Land (10) days following receipt provided that Landlord shall allocate between the Building and Fair Lakes South expenses associated with the maintenance of the invoice Land based on the square footage of each building), which costs shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the Term and such additional facilities installed in subsequent years as Landlord reasonably may consider necessary or beneficial for the operation. of the Building. All Operating Expenses shall be determined according to generally accepted accounting showing Additional Rent due.principles (which shall be consistently applied) and shall include. but are not limited to, the following:

Operating Expenses. In Lessee shall pay one hundred percent (100%) of all expenses, including, but not limited to, Real Property Taxes, utilities, ect., incurred by lessor in operating and maintaining the event Premises and/or the Building thereon (collectively, the "Operating Expenses"). Lessor may invoice Lessee for the Operating Expenses, as and when paid, or Lessor may notify Lessee of such estimate at the outset of each calendar year of the Term, and such estimate shall be payable by Lessee in monthly installments concurrent with Lessee's monthly payment of Base Rent, in accordance with Paragraphs 1.5 and 4 of the Lease. Lessor may increase such estimate, in good faith, and Lessee shall pay the difference between what Lessee would have paid had such estimate been in effect from the outset of such calendar year and what Lessee actually paid, and Lessee's subsequent monthly installments of such payments shall likewise be adjusted to reflect such increase. Following the end of each calendar year of the Term, Lessor shall determine and notify Lessee in writing of the actual Operating Expenses incurred by Lessor for the Building and/or Premises. If the Property actual Operating Expenses exceed the estimated expenses, Lessee shall pay the difference to Lessor concurrent with the Lessee's next monthly installment of which Base Rent. If the Leased Premises are a partestimated expenses exceed the actual Operating Expenses, shallLessor shall reimburse the difference directly to Lessee. Lessor's failure to notify Lessee of the estimated Operating Expenses, in prior to the Commencement Date of the Original Term or prior to the commencement of any calendar year during of the Term, exceed Landlord’s Operating Expenses for shall not foreclose Lessor from collecting, following such notification , the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant , which expenses ( or balance) shall be due concurrent with Lessee's next monthly for Tenant’s pro rata share installment of Base Rent; provided however, if Lessor fails to notify Lessee of the estimated Operating Expenses for each any upcoming calendar year, which amount Lessee shall be adjusted each year based upon anticipated continue to pay the Operating Expenses. Within six (6) months following Expenses in effect for the close of each prior calendar year, Landlord shall provide Tenant an accounting showing until such time as Lessee is notified, in reasonable detail all computations writing, of Additional Rent due under this section. In the event the accounting shows that the total Lessor's estimate of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice Operating Expenses for the Additional Rent, and if in the last year of the Term, be accompanied by a refundthen-current calendar year. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur partial month shall be prorated on the ratio that the number of days from the commencement of the based upon a three hundred sixty-five (365) - day calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueyear.

Operating Expenses. In After the event the Operating Expenses occurrence of a Default, but for the Building and/or the Property lapse of which the Leased Premises are a partany applicable grace period, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of and notwithstanding such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Default shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar yearor have been cured or waived by Bondowner Representative, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant Bondowner Representative shall have the right to engage require Borrower to deposit with Bondowner Representative, in monthly installments in advance on the first day of each month, an independent Certified Public Accountant amount sufficient, as reasonably estimated by Bondowner Representative, to pay all Operating Expenses for the Property. In such event, Borrower further agrees, upon Bondowner Representative’s request, to cause all bills, statements or a qualified employee other documents relating to the operating expenses to be sent or mailed directly to Bondowner Representative. Upon receipt of Tenant at Tenant expense such bills, statements or other documents, and provided Borrower has deposited sufficient funds with Bondowner Representative pursuant to conduct an audit this Section 11.46, Bondowner Representative shall pay such amounts as may be due thereunder out of Landlord’s computations of Additional Rent due under this sectionthe funds so deposited with Bondowner Representative. If at any time and for any reason the audit concludes that Landlord has misstated funds deposited with Bondowner Representative are or will be insufficient to pay such Operating ExpensesExpenses as may then or subsequently be due, Landlord Bondowner Representative may notify Borrower and Borrower shall correct immediately deposit an amount equal to the deficiency with Bondowner Representative. If at any time the funds deposited with Bondowner Representative exceed the amount deemed necessary by Bondowner Representative to pay such operating expenses as may then or subsequently be due, such excess shall be credited to Borrower on the next monthly installment or installments of such funds. Upon payment and performance in full of the Loan and all indebtedness and obligations under the Loan Documents, Bondowner Representative shall promptly refund to Borrower any such funds held by Bondowner Representative. Nothing herein shall cause Bondowner Representative to be deemed a trustee of such funds or to be obligated to pay any amounts in excess of the amount of Additional Rentfunds deposited with Bondowner Representative pursuant to this Section 11.46. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating ExpenseBondowner Representative may commingle such deposits with its own funds and Borrower shall not be entitled to any interest thereon. Borrower shall execute whatever security agreements, Landlord shall additionally pay the cost of the audit not financing statements and other documents and instruments as Bondowner Representative may require in order to exceed $5,000. Notwithstanding any other provision confirm Bondowner Representative’s security interest in this Leaseand/or control over such accounts (including, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar yearwithout limitation, the amount of any Additional Rent payable by Tenant applicable Replacement Reserve referred to in the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to Replacement Reserve Agreement, and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duefunds deposited therein).

Operating Expenses. In (a) Throughout the event Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in Section 4.01 (b) hereof) of the Building. Such ---------------- payments shall be made as follows: (1) Prior to the Commencement Date and on the first day of January of each year during the Tenn. or as soon thereafter as is practicable, Landlord Shall furnish Tenant with Landlord's estimate of the Operating Expenses for the Building and/or forthcoming year, On the Property first day of which the Leased Premises are a part, shall, in any calendar year each month during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)such year, Tenant agrees to shall pay as Additional Rent Tenant’s pro rata share one-twelfth (1/12th) of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Tenants Proportionate Share of the estimated Operating Expenses for each such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term (or by the Commencement Date, as the case may be), then., until the first day of the calendar year, month following the month in which amount shall be adjusted each year based upon anticipated Tenant is given Landlords estimate of Operating Expenses. Within six (6) months following , Tenant shall continue to pay to Landlord on the close first day of each calendar month the monthly sum payable by Tenant under this Section 4.01 for the month of ------------ December of the preceding year. (2) On the first day of March of each year during the Term, or as soon thereafter as reasonably practical but in no event later than the first day of June of each year, Landlord shall provide furnish to Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total a statement of the monthly payments actual Operating Expenses for the preceding year (the "Operating Expense Statement") --------------------------- audited by Beers & ▇▇▇▇▇▇ or another reputable firm that has at least 10 years experience with audits for office buildings and is reasonably approved by Tenant within ten (10) days after Landlord notifies Tenant which auditor Landlord intends to employ for such audit ("Auditor"). Within thirty (30) days after the ------- delivery of the Operating Expense Statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount of Additional Rent due by amount, if arty, which Tenant under this section, has paid toward the accounting shall reflect a credit against Base Rent and other charges due hereunderestimated Operating Expenses pursuant to Section 4.01(a)(1) above. In the event the accounting shows that the total If ------------------ Tenant's Proportionate Share of the monthly payments made by Tenant actual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above, Landlord shall apply such amount to the next accruing ------------------ installments of Additional Rent due by hereunder or, in the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year overpayment within 30 days after delivery of the Termstatement. The foregoing notwithstanding, be accompanied by a refund. Tenant Landlord shall have the right from time to engage an independent Certified Public Accountant or a qualified employee time during any year, but not more frequently than twice in any calendar year, to notify Tenant in writing of Tenant at Tenant expense to conduct an audit any change in Landlord's estimate. of Landlord’s computations Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord as previously estimated, shall correct be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of Additional Renteach month following Landlord's giving of such notice. If the audit concludes The effect of this Section 4.01(a) --------------- is that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally Tenant will pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during each year during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Term Tenant’s pro rata share 's Proportionate Share of the excess Operating Expenses based upon the previous year’s actual Operating Expenses. Tenant's and Landlord's obligations hereunder shall survive expiration or earlier termination of this Lease. (3) If this Lease shall terminate the Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of a calendar yearDecember, the amount of any Additional Rent payable by Tenant applicable to actual Operating Expenses for the year in which such termination shall occur the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated on so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the ratio that numerator of which shall be the number of days from during such fractional year filling within the commencement Term, and the denominator of which is 365 (or 366, in the case of a leap year ). The provisions of this Section 4.01 shall survive the Expiration Date or any sooner ------------ termination provided for in this Lease. (b) As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the calendar year to Building and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten Land (10) days following receipt provided that Landlord shall allocate between the Building and Fair Lakes North expenses associated with the maintenance of the invoice Land based on the square footage of each building), which costs shall include all expenditures by Landlord to maintain all facilities in operation at the beginning of the Term and such additional facilities installed in subsequent years as Landlord reasonably may consider necessary or beneficial for the operation. of the Building. All Operating Expenses shall be determined according to generally accepted accounting showing Additional Rent due.principles (which shall be consistently applied) and shall include. but are not limited to, the following:

Operating Expenses. In Tenant shall pay monthly as Additional Rent an amount equal to one-twelfth (1/12th) of Tenant's Proportionate Share of the event estimated Operating Expenses. For the period from the Commencement Date to the date of the first adjustment as provided below, Tenant shall pay One Thousand Twenty-Two Dollars and Fifty-Seven Cents ($1,022. 57)per month as the estimated Tenant's Proportionate Share of Operating Expenses. Each calendar year on or before April 1, or as soon thereafter as is reasonably possible, Landlord shall deliver to Tenant a statement setting forth Landlord's reasonable estimate of the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any then current calendar year during and shall furnish to Tenant a statement (the Term, exceed Landlord’s "Expense Statement") which shall set forth the actual Operating Expenses for the Building and/or prior calendar year. Tenant shall continue to pay monthly installments in the Property for current amount until Tenant receives notice of a change in payment from Landlord and thereafter each monthly installment will be increased by a prorata portion of the period from April 1, 2011 through March 31, 2012 (amount by which the “Base Year”), Tenant payments which have been made in the calendar year are less than the amount due at the increased installment rate. Landlord agrees to pay as keep true and accurate records of the Operating Expenses of the Building in accordance with generally accepted accounting principles. After delivery of the Expense Statement, there shall be an adjustment between Landlord and Tenant such that after said adjustment Tenant will have paid the Additional Rent amount due in accordance with this section. Payment pursuant to said adjustment to Landlord or Tenant’s pro rata share , as the case may be, shall be made within thirty (30) days from the date of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share 's receipt of the estimated Operating Expenses for each Expense Statement. For any period less than a full calendar month or year, which amount Tenant's Additional Rent under this section shall be adjusted each prorata based on actual expenses for that calendar year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this sectionor month. In the event the accounting shows that less than ninety-five percent (95%) of the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if square footage in the last year of the Term, be accompanied Project is occupied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant tenants at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding all times during any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the then Operating Expenses for such year in which such termination shall occur shall be prorated on the ratio include all additional costs, expenses and disbursements that the number of days from the commencement Landlord reasonably determines would have been incurred had ninety-five percent (95%) of the calendar total square footage in the Project been occupied at all times during such year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueby tenants.

Operating Expenses. In Tenant shall also pay as additional rent commencing on the event Commencement Date, ▇▇▇▇▇▇'s pro rata share of the Operating Expenses operating expenses of Landlord for the Building and/or the Property project of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year from time-to-time by Landlord based upon anticipated Operating Expensesoperating expenses. Within six nine (69) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by evidence of a credit against Base Rent and other charges due hereunderto ▇▇▇▇▇▇'s account. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s 's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the Including such termination date bears to 365. Tenant ▇▇▇▇▇▇ agrees to pay any Additional Rent additional rent due under this section Section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Tenant's pro rata share set forth in Section 1.8 shall be equal to a percentage based upon a fraction the numerator of which is the total area of the Premises as set forth in Article 1, subject to adjustment as provided in this Lease, and the denominator of which shall be the net rentable area of the Building.

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year (a) For each Calendar Year (or portion thereof) during the Term, in addition to the other Rent due hereunder, Lessee shall pay the amount by which Basic Costs (as hereinafter defined) exceed Landlord’s Operating Expenses the Initial Basic Costs Amount set forth in Section 1(g) ("Basic Costs Excess"). Such payments of Basic Costs Excess shall be made as follows: (i) Prior to the Commencement Date and before the beginning of each Calendar Year (or portion thereof) thereafter during the Term, Lessor shall furnish Lessee with Lessor's estimate of Basic Costs Excess for such Calendar Year. On or before the Building and/or the Property for the period from April 1first day of each month during such Calendar Year, 2011 through March 31in addition to other Rent due hereunder at such time, 2012 (the “Base Year”), Tenant agrees Lessee shall pay a monthly installment equal to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share 1/12 of the estimated Operating Expenses Basic Costs Excess for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensessuch Calendar Year. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant Lessor shall have the right to engage an independent Certified Public Accountant adjust such estimated Basic Costs Excess before the beginning of each calendar quarter and 1/12 of such adjusted estimated Basic Costs Excess shall be payable on the first day of each month thereafter during such Calendar Year. (ii) Within 150 days after the conclusion of each Calendar Year during Lessee's occupancy, or as soon thereafter as practicable, Lessor shall furnish to Lessee a qualified employee statement of Tenant at Tenant expense actual Basic Costs for the previous Calendar Year (or fraction thereof if the Commencement Date occurred after the first day of the previous Calendar Year). A lump sum payment (which payment shall be considered a payment of Rent for all purposes) will be made by Lessee, within 30 days of the delivery of that statement, equal to conduct an audit the excess, if any, of Landlord’s computations of Additional Rent due under this sectionthe actual Basic Costs over the aggregate amount paid by Lessee hereunder for Basic Costs Excess for such Calendar Year. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses actual Basic Costs is less than the aggregate amount actually paid by more than 10% Lessee hereunder for Basic Costs Excess for such Calendar Year, Lessor shall (provided Lessee is not in default hereunder) at Lessor's election either refund such difference (the "Basic Costs Overage") to the Lessee within 30 days of the Base issuance of that statement, or apply such Basic Costs Overage to the next accruing installments of Rent due hereunder. The effect of this reconciliation payment or adjustment shall be that Lessee will pay with respect to each Calendar Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, (or portion thereof) during the year Term, in which the Lease terminates, Landlord, prior addition to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar yearRent due hereunder, the amount by which Basic Costs exceeds the Initial Basic Costs Amount. (b) As used herein "Basic Costs" means: (i) Lessee's Proportionate Share of any Additional Rent payable all Operating Expenses (as defined below), which costs shall include all expenditures by Tenant applicable Lessor to maintain all facilities in operation at the beginning of the Term and such additional facilities in subsequent years as Lessor may consider necessary or beneficial for the operation of the Project; and (ii) an amount equal to Lessee's Proportionate Share of the management fee paid by Lessor with respect to the year in which such termination shall occur Project. All Operating Expenses shall be prorated on determined according to generally accepted accrual accounting principles which shall be consistently applied. "Operating Expenses" as used herein means all reasonable expenses, costs, and disbursements of every kind which Lessor shall pay or incur in connection with the ratio that the number of days from the commencement ownership, operation and maintenance of the calendar year to and Project, including without limitation, the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due.following:

Operating Expenses. In (a) During the event term of this Lease, Tenant shall pay as additional rent an amount (per each square foot within the Operating Expenses Premises) equal to the excess ("Excess") from time to time of the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) over the Base Year Stop. Beginning with the first day of the thirteenth month of the Lease Term following the Commencement Date, and on each January 1 thereafter, Landlord shall make a good faith estimate of the Excess for each upcoming calendar year and Tenant shall pay monthly additional rent equal to one-twelfth (1/12) of such estimate. (b) By May 1 of each calendar year during Tenant's occupancy and the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a detailed statement certified as correct by a certified public accountant or officer of Landlord's managing agent of Landlord's actual Basic Cost for the Building and/or the Property of which the Leased Premises are a part, shall, in previous year. If for any calendar year during the Term, exceed Landlord’s Operating Expenses additional rent collected for the Building and/or prior year as a result of Landlord's estimate of Basic Cost is (i) in excess of the Property additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's estimated share of operating expenses for the period from April 1next year or refund to Tenant any overpayment, 2011 through March 31or (ii) less than the additional rent actually due during such prior year, 2012 then Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year. (the “Base Year”)c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within ninety (90) days after receipt of such statement, Tenant agrees delivers to pay as Additional Rent Tenant’s pro rata share Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Pending the determination of such excess Operating Expenses. Landlord may invoice dispute, Tenant monthly for Tenant’s pro rata share shall pay without delay the full amount of the estimated Operating Expenses additional rent payable by Tenant in accordance with each such statement that Tenant is disputing. Without limiting the preceding sentence, Tenant, or its authorized agent, shall have the right, during Landlord's normal business hours and after reasonable notice, to inspect/audit, the books and records of Landlord applicable to the determination of any statement of any additional rent payable by Tenant for each calendar yearthe purpose of verifying in good faith the information contained in such statement for a period of up to one year after the receipt of such statement by Tenant, which amount shall be adjusted each year based upon anticipated Operating Expensesby a certified public accountant. Within six (6) months following If the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows audit determines that the total of the monthly payments made by Tenant exceeds statement overstates the amount of Additional Rent due by Tenant under this sectionby five percent (5%) or more, (i) Landlord shall refund any overpayment revealed by Tenant's audit; (ii) Landlord shall pay the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total reasonable costs of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this sectionaudit; provided, the account shall be accompanied by an invoice for the Additional Renthowever, and if in the last year of the Term, be accompanied by a refund. Tenant that Landlord shall have the right to engage an independent Certified Public Accountant or a qualified employee dispute the findings of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes and to obtain a reimbursement from Tenant for the costs associated thereto if it is later determined that Landlord has misstated Operating Expensesthe audit was in error to the Landlord's detriment; and (iii) Tenant shall then have the right to audit previous year's statements. (d) Should Tenant require any additional work or service, including but not limited to heating, ventilation and air conditioning ("HVAC") furnished outside Landlord's normal operating hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, 9:00 a.m. to 1:00 p.m., Saturday, excluding Christmas, New Year's Day, Fourth of July, Memorial Day, Labor Day, and Thanksgiving Day, Landlord may, upon reasonable advance notice by Tenant, furnish such additional services at a charge not more than Landlord's actual cost, plus reasonable overhead for the additional services provided, it being agreed that the cost to the Landlord of such additional services shall correct not be considered or treated as Basic Cost. (e) Landlord may, at any time in its sole discretion, require separate metering for gas, electric power or for any other utility service required by Tenant if such service is reasonably deemed by Landlord to be in excess of Building standard usage, in which case the cost of such metering shall be at Tenant's sole cost and expense, due and payable upon demand by Landlord, and in which event Tenant shall pay for all such utility service in excess of its normal and customary usage, as metered. For any utility services that are separately metered as prescribed herein the amount of Additional Rent. If said services which had been included in the audit concludes that Landlord has misstated Operating Expenses by more than 10% calculation of the Base Year Operating Expense, Landlord Stop or the calculation of Basic Cost shall additionally pay the cost of the audit not to exceed $5,000. be excluded therefrom. (f) Notwithstanding any other provision in expiration or termination of this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share end of the excess Operating Expenses based upon the previous year’s Operating Expenses. If Lease Term, Tenant's obligations to pay any and all additional rent pursuant to this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable continue and shall cover all periods up to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the expiration or termination date bears to 365of this Lease. Tenant agrees Tenant's obligation to pay any Additional Rent due and all additional rent or other sums owing by Tenant to Landlord under this section within ten (10) days following receipt lease shall survive any expiration or termination of the invoice or accounting showing Additional Rent duethis Lease.

Operating Expenses. In Operating Expenses shall be defined as the event sum of (i) Operating Costs, as defined in Article V, Section 1 of the Prime Lease, (ii) Real Estate Taxes, as defined in Article V, Section 4 of the Prime Lease, and (iii) the costs of Sublandlord's Maintenance Obligations, as defined in Section 10 hereof. If, with respect to any calendar year during the Sublease Term after the Operating Expenses Base Year (which shall be defined as calendar year 1995); the aggregate amount of Operating Expenses exceeds the Operating Expenses for the Building and/or Operating Expenses Base Year; Tenant shall pay to Landlord, as Additional Rent, the Property entire amount of such excess. Tenant's obligation under this Section 4(b) shall be prorated for partial calendar years at the beginning or end of the Term. After the end of each calendar year included in the Sublease Term, Sublandlord shall send Subtenant a statement showing Operating Expenses (i) for the calendar year just ended ("Actual Expenses"), which statement shall be based in part upon information supplied by Sublandlord, and (ii) an estimate of Operating Expenses for the then-current calendar year ("Estimated Expenses"). Subtenant shall pay Sublandlord on the first day of each month, in advance, as Additional Rent, an amount equal to 1/12th of the amount, if any, by which the Leased Premises are a part, shall, Estimated Expenses for the then current calendar year exceed the Operating Expenses for the Operating Expenses Base Year. Such payments shall not bear interest and may be commingled by Sublandlord with any other funds of Sublandlord. If the total amount paid by Subtenant in accordance with (ii) above on account of Operating Expenses for any calendar year during the Term, exceed Landlord’s Operating Expenses for Sublease Term (i) exceeds the Building and/or amount due therefor as shown on Sublandlord's statement delivered after the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share end of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount such excess shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following credited against the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations monthly installments of Additional Rent next due under this section. In (or refunded to Subtenant if the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionSublease Term has expired), the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant or (ii) is less than the amount due therefor as shown on Sublandlord's statement delivered after the end of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a such calendar year, then Subtenant shall pay the amount difference to Sublandlord within 30 days after receipt of any Additional Rent payable by Tenant applicable such statement from Sublandlord. Subtenant's rights and obligations under this Section 4(b) with respect to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the last calendar year to and including (or portion thereof) included in the Sublease Term shall survive the expiration or termination date bears to 365. Tenant agrees to pay any Additional Rent due under of this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueSublease.

Operating Expenses. In (i) ESTIMATED PAYMENTS. Commencing on the event Commencement Date and continuing throughout the entire Term, Tenant shall pay Tenant's Percentage Share of all Operating Expenses paid or payable by Landlord in each year; provided, however, that Tenant shall pay one hundred percent (100%) of those Operating Expenses arising from Landlord's performance of its obligations under PARAGRAPHS 17.A and Tenant's obligations under PARAGRAPH 17.D. Before commencement of the Term and during December of each calendar year or as soon thereafter as practicable, Landlord shall give Tenant notice of its estimate of amounts payable under this PARAGRAPH 5.D.(i) for the Building and/or ensuing calendar year. Such notice shall show in reasonable detail the Property of basis on which the Leased Premises are a part, shall, in any calendar year estimate was determined. On or before the first day of each month during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each ensuing calendar year, which amount Tenant shall be adjusted each pay to Landlord one twelfth (1/12th) of such estimated amounts, provided that if such notice is not given in December, Tenant shall continue to pay on the basis of the prior year's estimate until the month after such notice is given. If at any time or times it appears to Landlord, in its reasonable judgment, that the amounts payable under this PARAGRAPH 5.D.(i) for the current calendar year based upon anticipated Operating Expenses. Within six will vary from its then-current estimate by more than five percent (6) months following the close of each calendar year5%),Landlord may, Landlord shall provide Tenant an accounting in its sole discretion, by notice to Tenant, showing in reasonable detail all computations of Additional Rent due under this sectionthe basis for such variance, revise its estimate for such year, in which case subsequent payments by Tenant for such year shall be based upon such revised estimate. In Landlord's election not to give the event notice described in the accounting shows that foregoing sentence shall not affect Landlord's ability to charge Tenant for, nor Tenant's liability to pay for, any shortfall in the total of the monthly estimated payments for such calendar year previously made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionTenant, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if as set forth in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duePARAGRAPH 5.D.(ii).

Operating Expenses. In the event the Operating Expenses Lessor's operating expenses for the Building building and/or the Property project of which the Leased Premises leased premises are a part, part shall, in any calendar year during the Termterm of this Lease, exceed Landlord’s the sum of $1997 Base Year Operating Expenses for the Building and/or the Property for the period from April 1Expenses, 2011 through March 31including taxes and insurance per square foot, 2012 (the “Base Year”)taxes, Tenant and insurance. Lessee agrees to pay as Additional Rent Tenant’s additional rent lessee's pro rata share of such excess Operating Expensesoperating expenses. Landlord Lessee occupies 17,920 square feet of space in a project totaling 140,762 square feet (12.73%). Lessor may invoice Tenant Lessee monthly for Tenant’s Lessee's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six (6) nine months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, LandlordLessor, prior to the termination date, shall have the option to invoice Tenant Lessee for Tenant’s Lessee's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Lessee shall have the right, at its own expense and within a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any Additional Rent additional rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In the event If the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shallProperty, in any calendar year during the Term, exceed Landlord’s the Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share additional monthly rent the Proportionate Share of such excess Operating Expenses, as estimated by Landlord from time to time. Landlord may invoice Tenant monthly for During any partial calendar year of the Term (such as the year in which the Commencement Date occurs and the year in which the Terminates), Tenant’s pro rata share Proportionate Share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesthe actual number of days contained within the Term during such partial calendar year. Within six (6) months following the close By April 30th of each calendar year, Landlord shall will provide Tenant an accounting itemized statement (“Additional Rent Statement”) showing in reasonable detail all computations additional rent due (or any overpayments made) under this Section and Tenant (or Landlord, as the case may be) shall pay such amount within thirty (30) days after receipt of Additional such statement; provided, however, in no event shall Tenant be released of its obligation for such additional rent if Landlord fails to send Tenant a statement within the time specified above. In no event shall the Base Rent or other sums due under this sectionLease ever be reduced due to the operation of this Section 2.3 or to Operating Expenses being less for the Property than the Operating Expenses for the Base Year. In Each Additional Rent Statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within sixty (60) days after receipt of such Additional Rent Statement (“Dispute Period”), Tenant shall notify Landlord in writing that it disputes the event correctness of such statement, stating the accounting shows that reason for such dispute. Pending the total determination of such dispute, Tenant shall timely pay the full amount of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant in accordance with each such statement that Tenant is disputing. In the event Tenant gives timely notice of a dispute within the Dispute Period, Tenant, or its authorized agent, at Tenant’s expense, shall have the right, upon reasonable advance notice and during normal business hours, to inspect the books and records of Landlord applicable to the determination of an statement of any additional rent payable by Tenant for the purpose of verifying in good faith the information contained in such Additional Rent Statement for a period of up to one year after the receipt of such statement by Tenant. Landlord shall maintain at its office or the office of its managing agent full, complete and accurate books and records prepared in which accordance with prudent building management practices with respect to Operating Expenses, and shall retain such termination shall occur shall be prorated on the ratio that the number of days from the commencement records with respect to each calendar year for a period not less than two (2) years following delivery of the annual statement for such year. Upon completion of the audit and/or inspection, if the calculation of Tenant’s Proportionate Share of Operating Expenses, indicates that Tenant overpaid, or underpaid, rent for any audited calendar year to and including the termination date bears to 365. year, Landlord shall pay Tenant, or Tenant agrees to shall pay any Additional Rent due under this section within ten Landlord, as applicable, upon thirty (1030) days following receipt prior written notice, an amount equal to such overpayment or underpayment. In no event shall the form of the invoice or accounting showing Additional Rent duesuch payment be as a credit against rent next due or, upon expiration of this Lease.

Operating Expenses. The accounting of the Operating Expenses will be performed in accordance with Generally Accepted Accounting Principles. For the purpose of calculating the Operating Expenses, no Controllable Expense will increase more than five percent (5%) over the charge paid by Tenant the previous Lease Year. If the average occupancy rate of the Building Rentable Area will be less than ninety-five percent (95%) during any calendar year, or if any tenant is separately paying for (or does not require) electricity, janitorial, or other services furnished to its premises, then, for purposes of calculating Operating Expenses, the Operating Expenses for such period that vary with the level of occupancy of the Building or Project will be increased by the additional costs and expenses that Landlord reasonably estimates would have been incurred if the average occupancy rate had been ninety-five percent (95%) for such period. In no event will the event Project tenants be required to pay, in the aggregate, more than 100% of the actual Operating Expenses of the Building or Project for any calendar year, and Tenant will not be required to pay more than one hundred percent (100%) of its Proportionate Share of the total increase in Operating Expenses actually incurred for the calendar year, with such actual Operating Expenses to be determined and payments reconciled through the process described above. At Tenant’s written request, Landlord will provide information sufficient to disclose or quantify adjustments made to each category of Operating Expenses increased pursuant to the provisions of this Section. For the purpose of this Section, the term “Building” will be deemed to include the roof of the Building and any extensions therefrom, courtyards, sidewalks, landscaping, and all other areas, facilities, improvements, and appurtenances relating to any of the foregoing; provided, however, that Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s will not include Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating ExpensesProject. Within six (6) months following 120 days after the close end of each calendar year, Landlord shall provide will submit to Tenant an accounting the Statement showing in reasonable detail all computations (i) the actual Tenant’s Proportionate Share of the amount by which Operating Expenses incurred during the preceding calendar year exceed the Tenant’s Forecast Operating Expenses, (ii) the amount thereof paid by Tenant, and (iii) the balance due or the overpayment. If there is a balance due, Tenant will pay the balance due as Additional Rent due under within thirty (30) days following receipt of such Statement. If the Statement indicates an overpayment, then Landlord will credit the net overpayment toward Tenant’s next estimated payment(s) pursuant to this section. In Section or if at the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year end of the Term, be accompanied by a refundwill refund such excess to Tenant. Tenant shall or its designated representative, at its sole expense, will have the right once per calendar year during the Term to audit Landlord’s books and records relating to the Operating Expenses for the immediately preceding calendar year. This audit must take place on a mutually agreeable date during reasonable business hours at Landlord’s office at the address stated above and only after Tenant has given Landlord at least fourteen (14) calendar days prior written notice of the date and time Tenant desires to commence such audit. If Tenant elects to audit Landlord’s books and records, Tenant will have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct perform an audit of the Operating Expenses for the immediately preceding two (2) calendar years, such audit to be conducted by a reputable accounting firm reasonably approved by Landlord’s computations of Additional Rent due under this section. If any such audit reveals an error by Landlord resulting in an overcharge to Tenant, then Landlord will promptly reimburse Tenant for the amount erroneously charged to Tenant. Likewise, if any such audit concludes that reveals an error resulting in Tenant being undercharged, then Tenant will promptly reimburse Landlord has misstated Operating Expenses, Landlord shall correct for the amount of Additional Rentsuch deficiency. If any audit performed by Tenant reveals that the audit concludes that Landlord has misstated Operating Expenses in total have been overstated by more than 10% of the Base Year Operating Expensefive percent (5%), Landlord shall additionally will pay and/or reimburse Tenant for the cost of the audit not to exceed Two Thousand, Five Hundred Dollars ($5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent due2,500.00).

Operating Expenses. The parties intend that, subject only to the specific exceptions set forth herein, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent and subject to the provisions of this Section, Tenant shall pay, as Additional Rent, Tenant’s Share of Operating Expenses incurred by Landlord during each calendar year of the Term, pursuant to the following terms and conditions: (a) Landlord shall provide to Tenant, at or before the Commencement Date, a good faith estimate of Tenant’s Share of Operating Expenses that Landlord anticipates will actually be incurred for the calendar year in which the Commencement Date occurs. Landlord shall also provide to Tenant, as soon as possible following the first day of each succeeding calendar year, a good faith estimate of Tenant’s Share of Operating Expenses with respect to such succeeding calendar year of the Term. (b) Each annual estimate of Tenant’s Share of Operating Expenses determined by Landlord pursuant to this Section shall be divided into twelve (12) equal monthly installments. Tenant shall pay to Landlord such monthly installment of Tenant’s Share of Operating Expenses with each monthly payment of Base Rent. In the event the estimated amount of Tenant’s Share of Operating Expenses has not yet been determined for any calendar year, Tenant shall pay the monthly installment in the estimated amount determined for the preceding calendar year until the estimate for the current calendar year has been provided to Tenant, at which time Tenant shall pay any shortfall for the preceding months of the calendar year and shall thereafter make the monthly installment payment in accordance with the current estimate. (c) Within sixty (60) days following the end of each calendar year of the Term, Landlord shall determine and provide to Tenant a statement setting forth the amount of Operating Expenses actually incurred with respect to such calendar year. In the event that Tenant’s Share of such actual Operating Expenses exceeds the sum of the monthly installments actually paid by Tenant for such calendar year, Tenant shall pay the difference to Landlord, within thirty (30) days following receipt of such statement. In the event the sum of such installments exceeds Tenant’s Share of such Operating Expenses actually incurred, the difference shall be applied as a credit to future installments of Tenant’s Share of Operating Expenses. (d) Upon written request of Tenant, Landlord shall provide an accounting of the Operating Expenses for the Building and/or the Property preceding calendar year. Landlord shall keep at its home office full, accurate and separate books of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s account with backup documentation of Operating Expenses for a period of three (3) full years after the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share end of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of examine and copy at no expense to Landlord, at reasonable times and upon reasonable notice. Tenant shall have the right, upon twenty (20) days’ prior notice to Landlord, not more frequently than annually and at Tenant expense Tenant’s sole cost and expense, to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated books and records regarding such Operating Expenses by more than 10% to confirm the accuracy of Landlord’s accounting; provided, however, that such audit shall not unreasonably interfere with the Base Year Operating Expense, Landlord shall additionally pay the cost conduct of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duebusiness.

Operating Expenses. In (a) From and after the event Commencement Date, Tenant shall pay to Landlord, as additional rent, one hundred percent of all Operating Expenses, as defined in Section 4.2(f), attributable to the Buildings being leased hereunder by Tenant, which Operating Expenses will include a pro rata allocation of Common Area expenses incurred by Landlord in the operation of the Site ("TENANT'S SHARE"). During such time as Tenant leases all Buildings within the Site, Tenant shall pay all Operating Expenses incurred by Landlord in the operation of the Site. It is understood that the Operating Expenses attributable to the Site shall include certain items that benefit the Site and other properties owned by Landlord (but exclusive of charges for Landlord's engineering personnel to the extent that Tenant is maintaining all Building Systems hereunder), provided that such items shall be equitably allocated among all affected properties based upon their comparative rentable areas. (b) Prior to the start of the first full or partial "Expense Recovery Period" (as defined in this Section 4.2), Landlord shall give Tenant a written estimate (with breakdown by major expense components, prepared on a consistent basis) of the amount of Tenant's Share of Operating Expenses for the Building and/or applicable Expense Recovery Period,. Tenant shall pay the Property estimated amounts to Landlord in equal monthly installments, in advance concurrently with payments of which Basic Rent. If Landlord has not furnished its written estimate for any Expense Recovery Period by the Leased Premises are a parttime set forth above, Tenant shall continue to pay monthly the estimated Tenant's Share of Operating Expenses in effect during the prior Expense Recovery Period; if any; provided that when the new estimate is delivered to Tenant, Tenant shall, in at the next monthly payment date, pay any calendar year accrued estimated Tenant's Share of Operating Expenses based upon the new estimate. For purposes hereof, "EXPENSE RECOVERY PERIOD" shall mean every twelve month period during the Term, exceed Landlord’s Operating Expenses Term (or portion thereof for the Building and/or the Property for the period from April 1first and last lease years) commencing July 1 and ending June 30, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. provided that Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage change the date on which an independent Certified Public Accountant or a qualified employee Expense Recovery Period commences in which event appropriate reasonable adjustments shall be made to Tenant's Share of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes Operating Expenses so that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which shall not increase as a result of such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent duechange.

Operating Expenses. In the event Tenant shall pay to Landlord Tenant’s Proportionate Share of all of the Operating Expenses (as hereinafter defined) for the Building and/or Property. Tenant shall make such payments in equal monthly installments on the Property first (1st) day of which each month commencing on the Leased Premises are a partCommencement Date. This amount shall be prorated for any partial month, shall, in any from the Commencement Date and continuing throughout the Term on the first (1st) day of each calendar year month during the Term, exceed Landlord’s as Additional Rent, without notice, demand or setoff. The amount of the Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Proportionate Share of the estimated Operating Expenses for during each calendar year, which amount year on an annualized basis. Landlord anticipates that Tenant’s Proportionate Share of Operating Expenses shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total $2.25 per square foot of the monthly payments made by Tenant exceeds Premises due the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last first calendar year of the Term, be accompanied by . From time to time Landlord may adjust such estimated amount if the estimated Operating Expenses increase. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease in the event of a refund. Tenant shall have sale of the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating ExpensesProperty), Landlord shall correct endeavor to provide Tenant with a statement of the actual amount of Additional Rent. If the audit concludes that Landlord has misstated such Operating Expenses by more than 10% of for the Base Year Operating Expense, preceding calendar year or part thereof and Tenant’s Proportionate Share thereof (the “O perating E xpense Statement”). Landlord or Tenant shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable deficiency or overpayment then due from one to the other within thirty (30) days of Tenant’s receipt of the Operating Expense Statement or, at Landlord’s option, Landlord may credit Tenant’s account for any overpayment. Tenant’s obligation to pay the Operating Expenses pursuant to this Section shall survive the expiration or termination of this Lease. Tenant (or a certified public accountant paid by Tenant applicable but not paid on a contingency basis in whole or in part) shall have the right, but not more than once within any calendar year, to the year in which such termination shall occur examine Landlord's books and records with regard to Operating Expenses, within thirty (30) days after Landlord submits its year-end statement. Tenant's right of examination shall be prorated exercised during reasonable business hours at Landlord's principal office on at least ten (10) business days' notice to Landlord given within thirty (30) days after Landlord submits its year-end statement. As a condition precedent to Tenant's right to audit, Tenant must pay to Landlord all amounts shown as due in the ratio that the number of days from the commencement year-end statement. Tenant shall provide Landlord with a copy of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section auditors report within ten (10) days following after the audit. If the results of Tenant's audit show that Tenant has overpaid Operating Expenses, provided Tenant is not in default in payment Operating Expenses and all other Rent then due under this Lease, the excess will be refunded by Landlord within thirty (30) days after receipt of Tenant's notice specifying the invoice amounts due, unless Landlord in good faith disputes Tenant's finding. Nothing contained herein shall permit Tenant any right of deduction or accounting showing Additional Rent dueset-off. Tenant covenants and agrees that all information obtained from its examination and any agreements with Landlord in connection therewith shall be held in strict confidence by Tenant, its officers, agents, employees and auditors and that no information shall be disclosed to any other parties, including without limitation, other tenants in the Building.

Operating Expenses. In (a) Commencing on the event first (1st) day of the Operating Expenses for thirteenth (13th) full calendar month following the Building and/or Commencement Date, and on the Property first day of which the Leased Premises are a part, shall, in any each calendar year month thereafter during the Term, exceed Landlord’s Operating Expenses for remainder of the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)term of this Lease, Tenant agrees to shall pay as Additional Rent Tenant’s pro rata share Proportionate Share of an amount equal to the excess (“Excess”) (if any) from time to time by which the Basic Cost in any calendar year exceeds the Base Year Stop. Landlord shall make a good faith estimate of the Excess for each upcoming calendar year and Tenant shall be required to pay the monthly payment of such excess Operating ExpensesAdditional Rent equal to one-twelfth (1/12) of such estimate. Tenant shall continue to make said monthly payments until notified by Landlord of a change therein. If at any time or times Landlord determines that the amounts payable under this Section for the Excess will vary from Landlord’s estimate previously given to Tenant, Landlord, by notice to Tenant, may invoice revise the estimate for such Excess, and subsequent payments by Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount such Excess shall be adjusted each year based upon anticipated Operating Expenses. such revised estimate. (b) Within six (6) months following a reasonable time after the close of each calendar year during ▇▇▇▇▇▇’s occupancy and the calendar year following termination of this Lease, or as soon thereafter as practical, Landlord shall furnish to Tenant a statement of ▇▇▇▇▇▇▇▇’s actual Basic Cost for the previous year. If the total of the monthly installments paid by Tenant is less than Tenant’s total annual obligation for the Excess, Tenant shall within thirty (30) days of invoice pay the difference upon receipt of Landlord’s annual statement. Any overpayment shall be credited to ▇▇▇▇▇▇’s obligation for the next succeeding period or other amounts due and payable under this Lease, unless the Lease has been terminated, in which case the Landlord will refund the amount due within thirty (30) days. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within thirty (30) days after receipt of such statement, ▇▇▇▇▇▇ delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect. Upon receipt of Tenant’s notice, Landlord shall provide Tenant an accounting showing in with reasonable additional detail all computations concerning the questioned items. Pending the determination of such dispute, Tenant shall pay without delay the full amount of the Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made payable by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunderin accordance with each such statement that ▇▇▇▇▇▇ is disputing. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account Any overpayment shall be accompanied credited, in Landlord’s discretion, to the next installment of operating expenses due, or such other amounts as may be due Landlord under the Lease. (d) Within sixty (60) days after receiving each annual statement of Basic Costs, Tenant, or an independent, certified public accountant or lease audit expert who is hired by an invoice for the Additional Rent▇▇▇▇▇▇ on a non-contingent fee basis and who is reasonably acceptable to Landlord, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right right, during regular business hours and after giving at least ten (10) days’ advance written notice to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense Landlord, to conduct inspect and complete an audit of Landlord’s computations books and records relating to Basic Costs for the immediately preceding calendar year. Tenant shall (and shall cause its employees, agents and consultants to) keep the results of Additional Rent due under this sectionany such audit strictly confidential. If such audit or audited statement shows that the audit concludes that amounts paid by Tenant to Landlord has misstated Operating Expenseson account of Basic Costs or Tenant’s Proportionate Share of Basic Costs exceed the amounts to which Landlord is entitled hereunder, Landlord shall correct credit the amount of Additional Rentsuch excess toward the next monthly payments of ▇▇▇▇▇▇’s Proportionate Share for Basic Costs due hereunder. If All costs and expenses of any such audit or audited statement shall be paid by Tenant unless the audit concludes or audited statement determines that Landlord has misstated Operating Expenses the amount overpaid by the Tenant exceeds the amounts properly due by more than 10% five percent (5.0%). In such a case, all of the Base Year Operating Expense, Landlord shall additionally pay the cost costs of the audit or of the audited statement shall be borne by Landlord (up to $1,500.00) in addition to and not to exceed $5,000. Notwithstanding any other provision in this Lease, during lieu of the year in which the Lease terminates, Landlord, prior credit of such overpayment to the termination date, shall have the option to invoice Tenant next monthly payments of ▇▇▇▇▇▇’s Proportionate Share for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueBasic Costs as set forth above.

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to shall also pay as Additional Rent additional rent Tenant’s 's pro rata share of such excess Operating Expensesthe operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year from time-to-time by Landlord based upon anticipated Operating Expensesoperating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all the computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by evidence of a credit against Base Rent and other charges due hereunderto Tenant's account. In the any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision provisions in this Lease, during the year in which the this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s 's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the such termination date bears to 365. Tenant agrees to pay any Additional Rent additional rent due under this section Section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Tenant's pro rata share set forth in Section 1.7 shall, subject to reasonable adjustment by Landlord, be equal to a percentage based upon a fraction, the numerator of which is the area of the Premises as set forth in Article 1 and the denominator of which shall be the net rentable area of the Building, as the same may change from time to time.

Operating Expenses. In (a) The amount of the event the Annual Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, set forth in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Section 1 above represents Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Share of the estimated Operating Expenses for each the calendar yearyear in which the Term commences. Landlord may adjust such amount from time to time if the estimated Annual Operating Expenses increase or decrease and/or upon the occurrence of a Management Takeover Event (provided, which amount however, that Landlord shall not adjust such estimate more than once in any calendar year (excluding any adjustment that is necessary as a result of the occurrence of a Management Takeover Event)); Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses (to the extent that Tenant would otherwise be adjusted each year based upon anticipated obligated to pay such Operating ExpensesExpenses pursuant to the terms of this Lease, including the definition of Operating Expenses set forth in the Rider attached hereto). Within six one hundred fifty (6150) months following days after (i) the close end of each the calendar yearyear in which the Operating Expenses were incurred, (ii) the expiration or termination of this Lease or (iii) at Landlord’s option, a sale of the Building, Landlord shall provide Tenant an accounting showing with a statement of Operating Expenses (“Statement”) for the preceding calendar year or part thereof detailing the actual Operating Expenses incurred by Landlord in reasonable detail all computations of Additional Rent due under this sectionsuch preceding calendar year or part thereof. In the event the accounting shows that the total Within thirty (30) days after delivery of the monthly payments made by Statement to Tenant, Landlord or Tenant exceeds shall pay to the other the amount of Additional Rent any overpayment or deficiency then due from one to the other or, at Landlord’s option, if applicable, Landlord may credit Tenant’s account for any overpayment. (b) If Tenant does not give Landlord notice within sixty (60) days after receiving the Statement that Tenant disagrees with such Statement, Tenant shall be deemed to have waived the right to contest such Statement. If Tenant disagrees with the Statement, Tenant shall, pending the resolution of such dispute, nonetheless pay all of Tenant’s Share of Operating Expenses in accordance with such Statement. Tenant, at Tenant’s expense (except as otherwise expressly set forth below), may audit the Statement under the following conditions: (i) Tenant provides notice of its intent to audit setting forth with specificity the items in dispute within sixty (60) days after receiving the Statement; (ii) the audit is performed by Tenant under this section, or a certified public accountant that has not been retained on a contingency basis or other basis where its compensation relates to the accounting shall reflect a credit against Base Rent and other charges due hereunder. In cost savings of Tenant; (iii) the event audit is completed no later than sixty (60) days after the accounting shows that the total date Landlord makes all of the monthly payments made by necessary books and records available to Tenant or Tenant’s auditor; (iv) the audit is less than conducted during normal business hours, at the amount of Additional Rent due by location where Landlord maintains its books and records, provided, that, Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant or Tenant’s accountant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit make copies of Landlord’s computations records during normal business hours and may then perform such audit at any time and in any location; (v) the contents of Additional Rent the books and records of Landlord are kept confidential by Tenant, its auditor and its other professional advisors, other than as required by Laws; and (vi) in the event that Tenant or its auditor determines that an overpayment is due under this sectionTenant, Tenant or Tenant’s auditor produces a detailed report addressed to both Landlord and Tenant with its calculated conclusions within fifteen (15) days after the completion of the audit. If Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s audit. Upon the audit concludes that Landlord has misstated Operating Expensesresolution of such dispute, Landlord shall correct the amount due Tenant (if any) shall be credited against future payments of Additional RentRent or, if no further Rent is due, paid to Tenant within thirty (30) days after the date of such resolution. If Tenant shall be responsible for all costs, expenses and fees incurred in connection with its audit, provided, however, if the parties determine through Tenant’s audit concludes that Landlord Tenant has misstated overpaid its Annual Operating Expenses by more than 10% of the Base Year Operating Expensefive percent (5%), Landlord shall additionally pay the cost reasonable third-party costs of the such audit (not to exceed $5,0005,000.00) within thirty (30) days of Tenant’s demand therefor. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section and Tenant’s examination rights set forth in this subsection (b) shall survive the expiration or termination of this Lease. (c) Notwithstanding any other provision of this Lease to the contrary, Landlord may, in its reasonable discretion, determine from time to time the method of computing Operating Expenses. (d) Notwithstanding anything to the contrary set forth herein (but subject to the terms of Section 9 hereof), prior to a Management Takeover Event, Tenant shall be responsible for managing the Premises in a manner consistent with the management of a Class A research and development project and otherwise in accordance with the minimum maintenance specifications attached hereto as Exhibit “H”. Accordingly, prior to a Management Takeover Event, Tenant shall contract directly for, or otherwise perform, all property management services, including, without limitation, maintenance of the HVAC System, Tenant’s Specialized Equipment and Building roof (as further specified in Section 9(a)(ii)), trash collection, security services, snow removal (if applicable), grounds-keeping and landscaping of the Premises (but specifically excluding maintenance of those certain items for which Landlord is responsible pursuant to Section 9(a)(i)), and Tenant shall pay directly all costs, fees, charges and expenses therefor. Prior to a Management Takeover Event, and notwithstanding the definition of “Operating Expenses” set forth in the Rider attached to this Lease, during the year in any such services which the Lease terminates, Landlord, prior to the termination date, are performed or contracted for and paid directly by Tenant shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s be excluded from Operating Expenses. If this Lease shall terminate on From and after a day other than the last day of a calendar yearManagement Takeover Event, the amount of any Additional Rent payable such costs, fees, charges and expenses for property management services which Landlord performs (by Tenant applicable to the year in itself or through an Affiliate or Agent) or for which such termination shall occur Landlord contracts directly shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueincluded in Operating Expenses.

Operating Expenses. In the event the If Landlord's Operating Expenses for the Property divided by the total number of square feet in the Building and/or the Property of which the Leased Premises are a part, shall("Landiord's Operating Expenses per square foot"), in any calendar year during the Termterm of this Lease, exceed Landlord’s the Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)Expense Base, Tenant agrees to pay as Additional Rent Tenant’s pro rata 's share of such excess Operating Expenses. As used herein, the term "Tenant's share of such excess Operating Expenses" means (a) the amount by which Landlord's Operating Expenses per square foot exceed the Operating Expense Base, multiplied by (b) the square feet comprising the Leased Premises. Notwithstanding any contrary provision, if the Building is not fully occupied during any calendar year, Operating Expenses and Tenant's Additional Rent based thereon shall be determined as if the Building had been 95% occupied during such year. Landlord may invoice may, by so notifying Tenant, require Tenant to pay monthly for Tenant’s pro rata 's share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following Following the close of each calendar year, Landlord shall provide Tenant an accounting itemized statement showing in reasonable detail all computations of Additional Rent due under this sectionArticle. In If the event the accounting itemized statement shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this sectionArticle, the accounting itemized statement shall reflect be accompanied by a credit against Base Rent and other charges due hereunderto Tenant's account. In If the event the accounting itemized statement shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this sectionArticle, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right pay to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct with next rental payment the amount of Additional Rent. If shown on the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not itemized statement as owing to exceed $5,000Landlord. Notwithstanding any other provision provisions in this Lease, during Landlord shall have the right, which can be exercised at any time within sixteen months after the termination date, to invoice Tenant, with respect to the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata 's share of the excess Operating Expenses based upon over the previous year’s Operating ExpensesExpense Base. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days Article with the next rental payment following receipt of the invoice or accounting itemized statement showing Additional Rent due. In no event shall the Base Rent or other sums due under this Lease ever be reduced due to the operation of this Article 2.

Operating Expenses. In Tenant shall also pay as additional rent Tenant's pro rata share of the event the Operating Expenses operating expenses of Landlord for the Building and/or the Property project of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year from time-to-time by Landlord based upon anticipated Operating Expensesoperating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by evidence of a credit against Base Rent and other charges due hereunderto Tenant's account. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s 's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the such termination date bears to 365. Tenant agrees to pay any Additional Rent additional rent due under this section Section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Tenant's pro rata share set forth in Section 1.8 shall be equal to a percentage based upon a fraction the numerator of which is the total area of the Premises as set forth in Article 1 and the denominator of which shall be the net rentable area of the Building.

Operating Expenses. In the event the Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)Subject to Section 2.5 hereof, Tenant agrees to shall also pay as Additional Rent additional rent Tenant’s 's pro rata share of such excess Operating Expensesthe operating expenses of Landlord for the Building. Landlord may invoice Tenant monthly for Tenant’s 's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year from time-to-time by Landlord based upon anticipated Operating Expensesoperating expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all by line item the computations of Additional Rent additional rent due under this sectionSection. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent additional rent due by Tenant under this sectionSection, the accounting shall reflect be accompanied by evidence of a credit against Base Rent and other charges due hereunderto Tenant's account. In the any event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent additional rent due by Tenant under this sectionSection, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year additional rent. Within ninety (90) days of receipt of the Termoperating expense reconciliation for the previous year, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee audit Landlord's books and records as they pertain to operating expenses for the immediately preceding calendar year, in Landlord's office and with reasonable notice. If Tenant does not provide notice to Landlord within ninety (90) days of its intent to audit, Tenant at shall automatically waive and release its right to audit for the preceding calendar year. The cost of said audit shall be borne by Tenant unless the audit discloses that Tenant has overpaid its proportionate share of operating expenses for the calendar year in question by more than ten percent (10%), in which case the reasonable expense to conduct an of the audit of shall be borne by Landlord’s computations of Additional Rent due under this section. If the audit concludes reveals that Landlord has misstated Operating ExpensesLandlord's actual statement was incorrect in any amount, Landlord the resulting excess or deficiency shall correct be paid by or reimbursed to Tenant, as the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000case may be. Notwithstanding any other provision provisions in this Lease, during the year in which the this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s 's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses and will be adjusted appropriately when actual expenses have been compiled. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant applicable to the year in which such the termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the such termination date bears to 365. Tenant agrees to pay any Additional Rent additional rent due under this section Section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. Tenant's pro rata share set forth in Section 1.7 shall, subject to reasonable adjustment by Landlord, be equal to a percentage based upon a fraction, the numerator of which is the total area of the Premises as set forth in Article 1 and the denominator of which shall be the net rentable area of the Building, as the same may change from time to time.

Operating Expenses. In Pursuant to Section 6 of the event Original Lease, as amended by Section 8 of the First Amendment, in addition to the Base Rent Subtenant shall be obligated to pay its proportionate share of any Net Operating Expenses; provided, however, that for purposes of determining Subtenant’s share of such expenses “Base Year” shall be the 2020 calendar year such that Subtenant shall only be responsible for increases above the actual Net Operating Expenses incurred during the 2020 calendar year. Sublandlord agrees to provide timely notice to Subtenant of the estimated Net Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Sublease Term as furnished by Master Landlord in accordance with Section 6.4 of the Original Lease. Any amounts due by Subtenant under this Section 5 will be due and payable to Sublandlord on the first of each month. During the Sublease Term, exceed Landlordupon the receipt of a Reconciliation Statement pursuant to Section 6.5 of the Original Lease, Sublandlord shall provide to Subtenant written notice of the amount of any over- or under-payment with respect to Subtenant’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Net Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount an underpayment, Subtenant shall pay Sublandlord for any deficiency within thirty (30) calendar days after receipt of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereundersuch notice. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this sectionan overpayment, the account Subtenant shall be accompanied by an invoice for entitled to offset the Additional Rent, and if in excess against the last year next payment(s) due to Sublandlord on account of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee Subtenant’s share of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Net Operating Expenses or such excess amounts shall be paid by more than 10% Sublandlord to Subtenant if no further payments of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Net Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent are due.

Operating Expenses. In During the event Sublease Term, Subtenant shall pay to Sublandlord, with respect to any Operating Year or portion thereof during the Sublease Term, an amount equal to 78.50% of Sublandlord’s Operating Expenses Expense Share for the Building and/or Master Premises for such Operating Year or portion thereof. Subtenant shall make estimated payments on account of Subtenant’s share of Sublandlord’s Operating Expense Share as reasonably estimated by Sublandlord. Such payments shall be made in the Property fashion herein provided for the payment of which Base Rent. The estimated payments on account of Subtenant’s share of Sublandlord’s Operating Expense Share shall be sufficient to provide Sublandlord, by the Leased Premises are end of each year, a part, shall, in any calendar year during the Term, exceed sum equal to Subtenant’s required payments for such year. Within a reasonable time after Sublandlord receives Master Landlord’s year-end statement of Sublandlord’s Operating Expenses Expense Share for the Building and/or immediately preceding Operating Year, Sublandlord shall give Subtenant a notice of the Property amounts actually paid by Sublandlord for such year. If the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share sum of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments already made by Tenant exceeds Subtenant for such preceding Operating Year exceed Subtenant’s actual required payment, as reflected on Sublandlord’s notice, Sublandlord shall credit the amount of Additional Rent due by Tenant under this sectionoverpayment against subsequent obligations of Subtenant with respect to Base Rent, Operating Expenses or Taxes (or refund such overpayment if the accounting shall reflect a credit against Base Rent Sublease Term has ended and other charges due hereunder. In the event the accounting shows that the total of the monthly Subtenant has no further obligation to Sublandlord); but if Subtenant’s required payments made by Tenant is less for such preceding year are greater than the amount of Additional Rent due by Tenant under this sectionestimated payments (if any) theretofore made on account thereof for such year, the account Subtenant shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right pay to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct Sublandlord the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section necessary within ten (10) days following after receipt of such notice. All obligations set forth herein shall survive the invoice termination or accounting showing Additional Rent dueexpiration of the Sublease Term.

Operating Expenses. In This Lease is intended by the event parties hereto to be a so-called net lease throughout the Term and the Fixed Rent and Supplemental Rent (if any) shall be received by Landlord net of all costs and expenses for Real Estate Taxes, Operating Expenses for the Building and/or the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if free of cost, charge, offset, diminution or other deduction except as otherwise expressly provided herein. Tenant shall pay to Landlord, in addition to Tenant’s obligations with respect to the payment of Tenant’s Pro Rata Percentage of Real Estate Taxes (as EAST\174041517.9 defined below) and Operating Expenses (as defined below), all other costs which are specifically set forth herein, in the last same manner as Fixed Rent, upon demand (or as otherwise provided herein) as Additional Rent, together with reasonable attorney’s fees incurred by Landlord in connection with consents to subleases and assignments of this Lease requested by Tenant, where such consent is required. Tenant shall not raise any counterclaims (other than any compulsory counterclaims) in any action to recover Fixed Rent, Supplemental Rent (if any) or Additional Rent hereunder. As set forth above, commencing on the Delivery Date, Tenant shall pay to Landlord, its Tenant’s Pro Rata Percentage of the aggregate of Operating Expenses (as hereinafter defined) and Real Estate Taxes (as hereinafter defined) incurred by Landlord during each year or portion thereof of the Term. Tenant’s Pro Rata Percentage is set forth on Exhibit 4.1, provided that Tenant’s Pro Rata Percentage may not be accompanied by adjusted unless (i) Landlord or another tenant constructs an addition to the Building, (ii) the Premises is expanded or there is a refundreduction in the Premises or Building on account of a casualty or condemnation, or (iii) Tenant consents in writing to an adjustment being made for any other reason (which consent will not be unreasonably delayed, conditioned or withheld). Tenant shall have Landlord reserves the right right, without regard for Pro Rata Percentage, to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated allocate Operating Expenses by more reasonably among less than 10% all of the Base Year tenants in the Building to the extent that such Operating Expense, Landlord shall additionally pay the cost Expenses benefit less than all of the audit not to exceed $5,000. Notwithstanding any other provision tenants in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueBuilding.

Operating Expenses. In addition to the event Base Rent described above, commencing on the Rent Commencement Date, Tenant shall pay to Landlord Tenant’s Pro Rata Share (as defined below) of Operating Expenses, as detailed in subparagraph (ii) below. (i) For the initial period of the Lease Term ending on December 31, 2011, the total estimated annual Operating Expenses shall be $263,023, payable in monthly installments of 1/12th of the annual estimate and a monthly total Operating Expenses at the Premises for the first Lease year is attached to this Lease as Exhibit E. Tenant’s Pro Rata Share of Operating Expenses shall be 100%, representing Tenant’s percentage share of the total gross usable square footage in the Building. As soon as practicable after December 31, 2011, Landlord will calculate actual Operating Expenses for the Building and/or previous year, and shall provide Tenant with an itemized accounting of same together with basic supporting information, along with the Property of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s revised total estimated annual Operating Expenses for the Building and/or then-current Lease year, which also shall be payable in monthly installments of l/12th of the Property annual estimate, subject however to any credit which may be due pursuant to this paragraph 3(C)(i). Landlord shall provide detailed supporting information promptly following a request by Tenant for the period from April 1same. At that time, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent if Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share Pro Rata Share of the estimated actual Operating Expenses for each calendar year, which amount shall be adjusted each the previous year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds exceeded the amount paid by Tenant, Tenant shall have sixty (60) days from the date of Additional Rent due by Tenant under this section, written notice from Landlord to pay the accounting shall reflect a credit against Base Rent and other charges due hereunderdifference. In If Tenant’s Pro Rata Share of actual Operating Expenses for the event the accounting shows that the total of the monthly payments made by Tenant previous year is less than the amount paid by Tenant, Tenant shall receive a credit against the next month’s (or months’, as the case may be) Pro Rata Share of Additional Rent due by Tenant under this section, Operating Expenses in that amount. Upon the account shall be accompanied by an invoice for the Additional Rent, and if in the last year termination of the Termterm of this Lease, final adjustments will be accompanied made by the parties in a refundsimilar fashion after the end of the calendar year in which such termination occurs. If Tenant wishes to dispute an amount shown on the annual statement of Operating Expenses, Tenant shall give Landlord written notice of such dispute within three (3) months after Tenant’s receipt of the annual statement. Promptly after the receipt of such notice, Landlord and Tenant shall endeavor in good faith to resolve such dispute. If such efforts do not succeed, Tenant shall have the right to engage cause a nationally or regionally recognized independent certified public accountant designated by Tenant, to be paid on an independent Certified Public Accountant or hourly and not a qualified employee of Tenant at Tenant expense contingent fee basis, and otherwise reasonably acceptable to conduct an Landlord, to audit of Landlord’s computations of Additional Rent due under this section. If records pertaining to the audit concludes that Landlord has misstated Premises and the Operating Expenses, provided that Tenant (i) notifies Landlord shall correct in writing of Tenant’s intention to audit within thirty (30) days after the amount initial Tenant written notice of Additional Rent. If dispute referenced above, (ii) actually begins such audit within the subsequent thirty (30) day period, and (iii) diligently pursues the audit concludes to completion as quickly as reasonably possible. Tenant shall bear all costs of such audit, including Landlord’s actual copying costs and personnel costs, if any, incurred in connection with such audit, except that Landlord has misstated if the audit (as certified by the auditor) shows an aggregate overstatement of Operating Expenses by three percent (3%) or more, then Landlord shall bear all costs of the audit. (ii) Landlord is responsible for ensuring that all Operating Expenses assessed against Tenant are reasonable, actual and necessary out-of-pocket expenses of Landlord (except Landlord may use its normal accrual method of accounting), obtained at prices that are consistent with practice for comparable (Class A office) facilities in the Burlington, Vermont area, consistent with the types of operating expenses charged to tenants in comparable facilities in the Burlington, Vermont area, and are directly attributable to the operation, maintenance, management, and repair of the Premises (all as may be more fully described in, and subject to, Paragraphs 6, 7 and 8 of this Lease), including, driveways, walks and other improvements reasonably necessary to support the use and occupancy of the Premises, as determined under generally accepted accounting principles consistently applied, including but not limited to (for the avoidance of doubt, to the extent there may be two or more items listed below that would ordinarily be interpreted as being the same, it shall only be counted once in the determination of any fees or charges hereunder): (1) property taxes; (2) snow and debris removal from all parking lots, driveways, sidewalks and emergency exits in or on 124 Technology Park Way, and to Tenant’s standards and specifications; (3) landscaping, including maintenance of the parking lots and lawns, trees, shrubbery, walkways, and sidewalks at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇; (4) maintenance of the roof, exterior shell and structural elements of the Building; (5) exterior lighting as shown on Exhibit A; (6) sprinkler system, water entrance into the Building, fire alarm system and panel; (7) the base HVAC, plumbing, electrical systems located in the mechanical room; (8) salaries, and other compensation (excluding officers and management of Landlord higher than 10the Building Manager); including payroll, income, unemployment and social security taxes, vacation, holiday, and other paid absences; and welfare, retirement, and other fringe benefits; that is paid to employees of Landlord engaged in the actual operation, repair, management, or maintenance of the Premises, pro-rated to reflect time spent by such employee on the actual operation and management of the Premises, including the following; provided, however, that for the avoidance of doubt, Tenant and Landlord agree that since Tenant will be occupying 100% of the Base Year Property, Tenant will be taking care of the interior of the Building and will not require the services of any of Landlord employees, agents or contractors therefor except as expressly provided for herein; and provided, further, that in such instance Tenant acknowledges that if it requests Landlord’s assistance in the interior or such interior work is required under the terms of this Lease, the costs of the same will be fully passed through to Tenant, without any up- or surcharges thereto (except that Landlord may charge a five percent (5%) management fee for work requested by Tenant that is not chargeable as an Operating Expense), Landlord shall additionally pay and otherwise subject to the conditions of and to the extent allowable as an Operating Expense under this Lease; (a) inspectors; (b) window cleaners, miscellaneous repair persons, janitors, cleaning personnel; and (c) engineers, mechanics, electricians, and plumbers; but not more than one on-premises full-time manager or superintendent and only to the extent and for such time as may be required to perform Landlord’s obligations under the Lease and/or complete the work requested by Tenant; (9) repairs and maintenance of the Premises and the cost of the audit supplies, materials, and equipment for Premises repairs and maintenance, that under generally accepted accounting principles consistently applied, would not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent payable by Tenant applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten capitalized; (10) days following receipt premiums and other charges incurred by Landlord for insurance on the Premises as follows: (a) fire insurance, extended coverage insurance, and earthquake, windstorm, hail, and explosion insurance; (b) public liability and property damage insurance; (c) boiler and machinery insurance; sprinkler leakage, water damage, water damage legal liability insurance; burglary, fidelity, and pilferage insurance on equipment and materials; (d) insurance Landlord is required to carry under Paragraph 15; and (e) other insurance as is customarily carried by operators of comparable commercial/industry buildings in the ▇▇▇▇▇▇▇▇▇▇ County area; (11) costs incurred for inspection and servicing, including all outside maintenance contracts necessary or proper for the maintenance of the invoice or accounting showing Additional Rent due.Premises, such as janitorial and window cleaning, rubbish removal, exterminating, water treatment, electrical, plumbing, and mechanical equipment, and the cost of materials, tools, supplies, and equipment used for inspection and servicing;

Operating Expenses. In Those expenses incurred or paid on behalf of Landlord (i) for the management, operation and maintenance of the Property, including reasonable management fees, trustee assessments and costs related to common areas of the Property which, in accordance with generally accepted accounting principles, ("GAAP") as applied to the operation, maintenance and management of properties similar to the Property, are properly chargeable to the management, operation and maintenance of the Property, and (ii) the cost, as reasonably amortized by Landlord, with interest at the rate of ten percent (10%) per annum on the unamortized amount, of any capital improvement made after completion of initial construction of the Building which reduces other Operating Expenses. Landlord's failure to assess any increase in Operating Expenses for any one year shall not bar its claim to such increase in future Lease years. Tenant does hereby acknowledge that its obligation to pay its Tenant Share of Operating Expenses shall be deemed additional rent and, in the event of non-payment thereof, Landlord shall have all the rights and remedies herein provided for in case of nonpayment of Base Rent. Notwithstanding the foregoing, the amount charged to Tenant for such capital improvements shall not exceed Tenant's Share of the reduction in the Operating Expenses for the Building and/or relevant year. In order to provide for current payments on account of Taxes and Insurance above the Property of which Base Amount and Operating Expenses, Tenant agrees, at Land lord's request, to pay, as Additional Rent, Tenant's Share due for the Leased Premises are a partensuing twelve (12) months, shallas reasonably estimated by Landlord from time to time, in any calendar year during twelve (12) monthly installments, each in an amount equal to 1/12th of Tenant's Share so estimated by Landlord commencing on the Termfirst day of the month following the month in which Landlord notifies Tenant of amount of such estimated Tenant's Share. If, exceed Landlordas finally determined, Tenant’s Operating Expenses Share shall be greater than or be less than the aggregate of all installments so paid on account to Landlord for such twelve (12) month period, then Tenant shall pay to Landlord the amount of such underpayment' or Landlord shall promptly reimburse Tenant for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share amount of such excess Operating Expensesoverpayment, as the case may be. Landlord may invoice Tenant monthly for Tenant’s pro rata share It is the intention hereunder to estimate the amount of the estimated Taxes and Operating Expenses for each calendar year, which amount shall be adjusted each year and then to adjust such estimates in the following year based upon anticipated on actual Taxes and Operating ExpensesExpenses incurred and/or paid by Landlord. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee The obligation of Tenant at Tenant expense with respect to conduct an audit the payment of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not properly allocable to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, period prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day other than survive the last day termination of a calendar yearthis Lease. Any payment, refund, or credit made pursuant to this Section 2(b) shall be made without prejudice to any right of Tenant to dispute the amount statement as provided in Section 2(d) hereinbelow, or of Landlord to correct any Additional Rent payable by Tenant applicable item(s) as billed pursuant to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueprovisions hereof.

Operating Expenses. In the event the Operating Expenses event, Lessor’s operating expenses for the Building building and/or the Property project of which the Leased Premises leased premises are a part, part shall, in any calendar year during the Termterm of this Lease, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1sum of $1.18 per square foot, 2011 through March 31, 2012 (the “Base Year”), Tenant Lessee agrees to pay as Additional Rent Tenantadditional rent Lessee’s pro rata share of such excess Operating Expensesoperating expenses. Landlord Lessor may invoice Tenant Lessee monthly for TenantLessee’s pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six (6) months ninety days following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, LandlordLessor, prior to the termination date, shall have the option to invoice Tenant Lessee for TenantLessee’s pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expensesaccounting expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated pro rated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Lessee shall have the right, at its own expenses and within a reasonable time, to audit Lessor’s books relevant to the additional rent payable under this section. Lessee agrees to pay any Additional Rent additional rent due under this section within ten twenty (1020) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In the event the Operating Expenses Lessor's operating expenses for the Building building and/or the Property project of which the Leased Premises leased premises are a part, part shall, in any calendar year during the Termterm of this Lease, exceed Landlord’s Operating Expenses for the Building and/or actual operating expenses of the Property for building during the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant calendar year 1996; Lessee agrees to pay as Additional Rent Tenant’s additional rent Lessee's pro rata share of such excess Operating Expensesoperating expenses. Landlord Lessor may invoice Tenant Lessee monthly for Tenant’s Lessee's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six (6) nine months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, LandlordLessor, prior to the termination date, shall have the option to invoice Tenant Lessee for Tenant’s Lessee's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operation expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant Lessee shall have the right, at its own expense and within a reasonable time, to audit Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any Additional Rent additional rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due. See Item #2 of Exhibit "B" attached hereto and made a part hereof.

Operating Expenses. In From and after the event Suite C-2 Commencement Date and continuing through the remainder of the Suite C-2 Term, in addition to the Operating Expenses payable by Tenant respecting the Existing Premises, Tenant shall also pay for the Building and/or the Property Tenant's Pro Rata Share of which the Leased Premises are a part, shall, in any calendar year during the Term, exceed Landlord’s Operating Expenses for respecting the Building and/or Suite C-2 Expansion Space. Such amounts shall be payable in accordance with the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share terms of the estimated Existing Lease; provided, however, any caps on increases in Operating Expenses for each calendar yearrespecting the Existing Premises shall not apply to the Suite C-2 Expansion Space. During the Suite C-2 Tenn, which amount shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close Tenant's Pro Rata Share of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses (exclusive of Taxes) respecting the Suite C-2 Expansion Space shall not increase by more than 105% per calendar year on a compounding and cumulative basis throughout the Suite C-2 Term (e.g. Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2018 shall not exceed 105% of Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2017; Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2019 shall not exceed I 05% of the Base Year maximum allowable amount of Tenant's Pro Rata Share of Operating ExpenseExpenses (other than Taxes) pennitted for 2018). By way of illustration, Landlord shall additionally pay if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the cost Suite C-2 Expansion Space for 2017 were to be $1.00 per rentable square foot per month, then Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the audit Suite C-2 Expansion Space for 2018 would not to exceed $5,000. Notwithstanding any other provision in this Lease1.05 per rentable square foot per month, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for and Tenant’s pro rata share 's Pro Rata Share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day (other than Taxes) respecting the last day Suite C-2 Expansion Space for 2019 would not exceed $1. l 025 per rentable square foot per month. For the avoidance of a calendar yeardoubt, nothing contained herein shall limit in any way Tenant's liability for Taxes respecting the amount Suite C-2 Expansion Space. Landlord and Tenant acknowledge that for purposes of any Additional Rent Operating Expenses payable by Tenant applicable to respecting the year in which such termination Suite C-2 Expansion Space, Tenant's Pro Rata Share shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueequal 6.3%.

Operating Expenses. In the event the Operating Expenses Lessor's operating expenses for the Building building and/or the Property project of which the Leased Premises leased premises are a part, part shall, in any calendar year during the Termterm of this Lease, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1sum of 1997 BASE YEAR per square foot, 2011 through March 31, 2012 (the “Base Year”), Tenant Lessee agrees to pay as Additional Rent Tenant’s additional rent Lessee's pro rata share of such excess Operating Expensesoperating expenses. Landlord However, notwithstanding any provision to the contrary in this Lease, Lessee's prorata share of such operating expenses other than taxes, insurance and utilities shall not increase by more than seven percent (7%) per year over the base year during the term of the Lease or any renewal thereof. Lessor may invoice Tenant Lessee monthly for Tenant’s Lessee's pro rata share of the estimated Operating Expenses operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesoperating expenses. Within six (6) three months following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event the accounting show that the total of the monthly payments made by Lessee exceeds the amount of additional rent due by Lessee under this section, the accounting shall be accompanied by a refund. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, LandlordLessor, prior to the termination date, shall have the option to invoice Tenant Lessee for Tenant’s Lessee's pro rata share of the excess Operating Expenses operating expenses based upon the previous year’s Operating Expenses's operating expenses. If this Lease shall terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such termination shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the their termination date bears to 365. Tenant Lessee shall have the right at its own expense and during normal business hours, to audit and photocopy Lessor's books relevant to the additional rent payable under this section. Lessee agrees to pay any Additional Rent additional rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In the event the If Lessor's Operating Expenses for the Building and/or divided by the Property of net rentable area in the Building, which the Leased Premises are a part, shallis hereby stipulated to be 329,178 square feet ("Lessor's Operating Expenses per square foot"), in any calendar year during the Termterm of this Lease exceed the operating Expense Base, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant Lessee agrees to pay as Additional Rent Tenant’s pro rata additional monthly rent Lessee's share of such excess Operating Expenses. Landlord The term "Lessee's share of such excess Operating Expenses" means (a) the amount by which Lessor's Operating Expenses per square foot exceed the Operating Expense Base, multiplied by (b) the number of net rentable square feet in the building comprising the Leased Premises, which is hereby stipulated to be 53,232 square feet. Lessor may invoice Tenant Lessee monthly for Tenant’s pro rata Lessee's share of the estimated Operating Expenses excess operating expenses for each calendar year, which amount shall be adjusted each year based upon anticipated Operating Expensesexcess operating expenses. Within six one-hundred twenty (6120) months days following the close of each calendar year, Landlord Lessor shall provide Tenant Lessee an accounting showing in reasonable detail all computations of Additional Rent additional rent due under this section. In the event Failure of Lessor to give Lessee said notice within said time period shall not be a waiver of Lessor's right to collect said additional rent. If the accounting shows that the total of the monthly payments made by Tenant Lessee exceeds the amount of Additional Rent the additional rent due by Tenant Lessee under this section, the accounting shall reflect be accompanied by a credit against Base Rent and other charges due hereunderrefund. In the event If the accounting shows that the total of the monthly payments made by Tenant Lessee is less than the amount of Additional Rent additional rent due by Tenant Lessee under this section, the account accounting shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000additional rent. Notwithstanding any other provision provisions in this Lease, during the year in which the Lease terminates, LandlordLessor, prior to within one (1) year following the termination date, shall have the option to invoice Tenant Lessee for Tenant’s pro rata Lessee's share of the excess Operating Expenses based upon operating expenses for the previous year’s Operating Expensesyear of termination. If this Lease shall commence or terminate on a day other than the last day of a calendar year, the amount of any Additional Rent additional rent payable by Tenant Lessee applicable to the year in which such commencement or termination shall occur shall be prorated on the ratio that the number of days from the commencement date to the end of the calendar year or from the commencement of the calendar year to and including the termination date date, as applicable, bears to 365. Tenant Lessee shall have the right at its own expense and within a reasonable time, to audit during Lessor's regular business hours Lessor's books relevant to the additional rent payable under this Section. In addition, if Lessee's audit reveals an overcharge of more than five percent (5%) of Lessee's share of the excess Operating Expenses, then Lessor shall on demand pay the reasonable costs of the audit. Notwithstanding anything to the contrary contained in this Lease, if the Building is not occupied to the extent of ninety-five percent (95%) of the rentable area thereof, during any calendar year, Lessee's additional rent under this Section and the operating expenses shall be determined as if the Building had been occupied to the extent of ninety-five percent (95%) of the rentable area during such year. Lessee agrees to pay any Additional Rent additional rent due under this section Section within ten thirty (1030) days following receipt of the invoice or accounting showing Additional Rent additional rent due.

Operating Expenses. In (a) Throughout the event Term, Tenant shall pay on a monthly basis, without demand, as Additional Rent for the Premises, Tenant's Proportionate Share of the Operating Expenses (as defined in SECTION 4.01(b) hereof). Such payments shall be made as follows: (1) Prior to the Commencement Date and on the first day of January of each year during the Term, or as soon thereafter as is practicable, Landlord shall furnish Tenant with Landlord's estimate of the Operating Expenses for the Building and/or forthcoming year. On the Property first day of which the Leased Premises are a part, shall, in any calendar year each month during the Term, exceed Landlord’s Operating Expenses for the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”)such year, Tenant agrees to shall pay as Additional Rent one-twelfth (1/12th) of Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share 's Proportionate Share of the estimated Operating Expenses for each such year. If for any reason Landlord has not provided Tenant with Landlord's Operating Expenses estimate on or before the first day of January of any year during the Term, then, until the first day of the calendar year, month following the month in which amount shall be adjusted each year based upon anticipated Tenant is given Landlord's estimate of Operating Expenses. Within six (6) months following , Tenant shall continue to pay to Landlord on the close first day of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of month the monthly payments made by Tenant exceeds the amount of Additional Rent due sum payable by Tenant under this section, SECTION 4.01 for the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total month of December of the monthly payments preceding year. (2) On the first day of April of each year during the Term, or as soon thereafter as reasonably practical, Landlord shall furnish to Tenant a statement of the actual Operating Expenses for the preceding year. Within thirty (30) days after the delivery of that statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if any, which Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above. If Tenant's Proportionate Share of the actual Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to SECTION 4.01(a)(1) above, Landlord shall apply such amount to the next accruing installments of Additional Rent due by hereunder. The foregoing notwithstanding, Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, to notify Tenant under this sectionin writing of any change in Landlord's estimate of Operating Expenses for the then current year, the account in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be accompanied by an invoice for adjusted to reflect the Additional Rentamount shown in such notice and shall be effective, and if in due from Tenant, on the last year first day of the Term, be accompanied by a refundeach month following Landlord's giving of such notice. Tenant Landlord also shall have the right to engage ▇▇▇▇ Tenant for understatements in Operating Expenses charged to Tenant for only the immediately preceding two (2) calendar years and Tenant shall reimburse Landlord for such understated charges within thirty (30) days after receipt of an independent Certified Public Accountant or a qualified employee invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant at Tenant expense to conduct an audit will pay during each year during the Term Tenant's Proportionate Share of Landlord’s computations of Additional Rent due under this section. actual Operating Expenses. (3) If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses by more than 10% of the Base Year Operating Expense, Landlord shall additionally pay the cost of the audit not to exceed $5,000. Notwithstanding any other provision in this Lease, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant’s pro rata share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate Commencement Date occurs on a date other than the first day of January, or if the Term ends on a date other than the last day of a calendar yearDecember, the amount of any Additional Rent payable by Tenant applicable to actual Operating C-3 Initials: _____ (Landlord) _____ (Tenant) Expenses for the year in which such termination shall occur the Commencement Date or the Expiration Date occurs, as the case may be, shall be prorated on so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for such year represented by a fraction, the ratio that numerator of which shall be the number of days from during such fractional year falling within the commencement Term, and the denominator of which is 365 (or 366, in the case of a leap year). The provisions of this SECTION 4.01 shall survive the Expiration Date or any sooner termination provided for in this Lease. (b) As used in this Lease, "OPERATING EXPENSES" means all expenses, costs, and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the operation, repair, and maintenance of the calendar year Building, which cost shall include all expenditures by Landlord to and including maintain all facilities in operation at the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt beginning of the invoice term and such additional facilities installed in subsequent years as Landlord may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expenses shall be determined according to generally accepted accounting showing Additional Rent due.principles (which shall be consistently applied) and shall include, but are not limited to, the following:

Operating Expenses. In From and after the event Suite F Commencement Date and continuing through the remainder of the Expansion Space Term, in addition to the Operating Expenses payable by Tenant respecting the Existing Premises, Tenant shall also pay for Tenant's Pro Rata Share of Operating Expenses respecting the Building and/or Suite F Expansion Space. Such amounts shall be payable in accordance with the Property terms of which the Leased Existing Lease; provided, however, any caps on increases in Operating Expenses respecting the Existing Premises are a part, shall, in any calendar year during shall not apply to the Suite F Expansion Space. During the Expansion Space Term, exceed Landlord’s Tenant's Pro Rata Share of Operating Expenses for (exclusive of Taxes) respecting the Building and/or the Property for the period from April 1, 2011 through March 31, 2012 (the “Base Year”), Tenant agrees to pay as Additional Rent Tenant’s pro rata share of such excess Operating Expenses. Landlord may invoice Tenant monthly for Tenant’s pro rata share of the estimated Operating Expenses for each calendar year, which amount Suite F Expansion Space shall be adjusted each year based upon anticipated Operating Expenses. Within six (6) months following the close of each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail all computations of Additional Rent due under this section. In the event the accounting shows that the total of the monthly payments made by Tenant exceeds the amount of Additional Rent due by Tenant under this section, the accounting shall reflect a credit against Base Rent and other charges due hereunder. In the event the accounting shows that the total of the monthly payments made by Tenant is less than the amount of Additional Rent due by Tenant under this section, the account shall be accompanied by an invoice for the Additional Rent, and if in the last year of the Term, be accompanied by a refund. Tenant shall have the right to engage an independent Certified Public Accountant or a qualified employee of Tenant at Tenant expense to conduct an audit of Landlord’s computations of Additional Rent due under this section. If the audit concludes that Landlord has misstated Operating Expenses, Landlord shall correct the amount of Additional Rent. If the audit concludes that Landlord has misstated Operating Expenses not increase by more than 105% per calendar year on a compounding and cumulative basis throughout the Expansion Space Term (e.g. Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2017 00498\026\7752798.v3 shall not exceed 105% of Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2016; Tenant's Pro Rata Share of Operating Expenses (other than Taxes) for 2018 shall not exceed 105% of the Base Year maximum allowable amount of Tenant' s Pro Rata Share of Operating ExpenseExpenses (other than Taxes) permitted for 2017; etc.). By way of illustration, Landlord shall additionally pay if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the cost Suite F Expansion Space for 2016 were to be $1.00 per rentable square foot per month, then Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the audit Suite F Expansion Space for 2017 would not to exceed $5,000. Notwithstanding any other provision in this Lease1.05 per rentable square foot per month, during the year in which the Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for and Tenant’s pro rata share 's Pro Rata Share of the excess Operating Expenses based upon the previous year’s Operating Expenses. If this Lease shall terminate on a day (other than Taxes) respecting the last day Suite F Expansion Space for 2018 would not exceed $1.1025 per rentable square foot per month. For the avoidance of a calendar yeardoubt, nothing contained herein shall limit in any way Tenant's liability for Taxes respecting the amount Suite F Expansion Space. Landlord and Tenant acknowledge that for purposes of any Additional Rent Operating Expenses payable by Tenant applicable to respecting the year in which such termination Suite F Expansion Space, Tenant's Pro Rata Share shall occur shall be prorated on the ratio that the number of days from the commencement of the calendar year to and including the termination date bears to 365. Tenant agrees to pay any Additional Rent due under this section within ten (10) days following receipt of the invoice or accounting showing Additional Rent dueequal 7.54%.