Common use of Operating Expenses Clause in Contracts

Operating Expenses. (a) For each calendar year occurring during the 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 amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Lessee agrees to pay, as additional rent, Lessee’s pro rata share (aas determined by the formula set forth in Section 2.02 above) For of Lessor’s Operating Expenses (hereinafter defined) for the Building without deduction or set-off of any kind except as otherwise set forth herein. Lessor may invoice Lessee monthly for Lessee’s pro rata share of the estimated Operating Expenses for each calendar year occurring during year, which amount shall be adjusted from time-to-time based upon anticipated Operating Expenses. As of the Termdate hereof, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage of it is estimated that the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant2000 will be approximately $2.44 per rentable square foot. Lessor agrees that Lessee’s obligation to pay Controllable Operating Expense Share”). However, (i) for the first calendar year occurring within the Term Expenses (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), 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 four months following the close of each calendar year, Lessor shall provide Lessee 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 Lessee exceeds the amount of additional rent due by Lessee under this Section, such amount shall be deemed refunded to consist only Lessee. In the event the accounting shows that the total of amounts paid or incurred on, or subsequent tothe monthly payments made by Lessee is less than the amount of additional rent due by Lessee under this Section, the Commencement Date, and (ii) account shall be accompanied by an invoice for any calendar year which ends later the additional rent. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by 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 correspond and including the termination date bears to that portion 365. 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 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 the Monthly Estimated OE Payment for such calendar yearaudit, and (Bv) 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 balance 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 due under this Section within thirty (30) days following receipt 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Terminvoice or accounting showing additional rent due. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. From and after the occurrence of a Sweep Event (ataking 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 at the Property for such month and which are not otherwise paid by WM Recycle America, LLC pursuant to the Waste Management Lease (together with any additional funds, if any, 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 “Operating 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) For each calendar year occurring during the Termdoes 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 Lender shall pay disburse Operating Expense Funds to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage Borrower out of the Operating Expenses for such calendar year as hereinafter Expense Account to pay Approved Operating Expenses, within fifteen (15) days after delivery by Borrower to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000, provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) such disbursement is for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), an Approved Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, Expense; and (ii) for any calendar year which ends later than the last day of 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, disbursement is accompanied by (A) Landlordan Officer’s Certificate certifying (x) that such funds will be used to pay such Approved Operating Expenses and a description thereof, by notice (y) that all previous disbursements have been or will be used to Tenant, may, at any time pay the previously identified Approved Operating Expenses and (z) that all outstanding trade payables (other than those to be paid from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar yearrequested disbursement or those constituting Permitted Indebtedness) have been paid in full, and (B) for documentation satisfactory to Lender as to the balance of the first calendar year occurring within the Term (i.e.amount, the period commencing on the Commencement Date necessity 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termpurpose therefor. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during During the Lease Term, Tenant shall pay continue to Landlordpay, as Additional Rentrent, an amount equal 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 Occupancy Percentage 's Building Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of the Operating Expenses for such calendar year as hereinafter provided (the amount so Expenses, together with all other amounts and charges payable by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverto Landlord under the Lease, (i) for the first calendar year occurring within the Term (i.e.except that commencing on October 1, 2012, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses Base Year shall be deemed changed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term2013. (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 Proportionate Share and Tenant's Site Proportionate Share, as the case may be, of increases for Operating Expenses and Tenant shall pay its actual Building Proportionate Share and Tenant’s 's Site Proportionate Share, as the case may be, of increases for Operating Expense Share Expenses for each year for all such calendar year pursuant Excluded Items. Notwithstanding anything to the following provisions: (1) For each calendar month occurring during any such calendar yearcontrary, Landlord may not recover more than 100% of the Tenant, on the first (1st) day 's Building Proportionate Share and Tenant's Site Proportionate Share 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 Expenses from time to time during Tenant in any calendar year, reduce the amount of 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year subject to adjustment as provided in Section 2.2(f). ________________________________________________________________________________________________________________________Paragraph 6.8 of the Original Lease.

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 Project as set forth in Section 2.06 (a) For "Operating Expenses"). Landlord shall invoice Tenant monthly for Tenant's Pro Rata Share of the estimated Operating Expenses for each calendar year occurring during the 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 amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 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), may adjust such share each subsequent year based upon anticipated Operating Expenses. Twice yearly Landlord is entitled to adjust the Monthly Estimated OE Payments shall be in estimated Operating Expenses to reflect current or anticipated Operating Expenses. Notwithstanding anything to the amount contrary set forth on Exhibit C heretoin this Section 2.05, and shall be payable only on when determining Tenant's Pro Rata Share of Operating Expenses for calendar years subsequent to the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any full calendar year which ends later than the last day 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 Monthly Estimated OE Payments 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 made only 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 months 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 copy of the results of such audit within fifteen (15) days of its completion, and 5) may not audit the same calendar year occurring within more than one time. Assignees of Tenant may only audit periods for which they occupy the TermLeased Premises and subtenants of Tenant are not entitled to any audit rights. If an audit reveals that Landlord has over charged Tenant for its Pro Rata Share of Operating Expenses by 3% or more Landlord shall reimburse Tenant its reasonable documented out-of-pocket expenses associated with such audit along with the amount by which Tenant overpaid. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Tenant shall pay from time to time an amount (the "Excess") calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds $5.50 (the "Expense Stop"), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term"Annual Operating Statement") reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during Throughout the Term, Tenant shall pay to Landlordon a monthly basis, without demand, as Additional RentRent for the Premises, an amount equal 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 Tenant’s Occupancy Percentage 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 such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)forthcoming year. However, (i) for On the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Termeach month during such year, 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 Tenant's Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord’s good-faith '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 month following the month in which Tenant is given Landlord's estimate of Tenant’s Operating Expense Share for such calendar year as shown Expenses, Tenant shall continue to pay to Landlord on the Final Budget first day of each calendar month the monthly sum payable by Tenant under this SECTION 4.01 for such calendar the month of December of the 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 (such payments on account being herein called 30) days after the “Monthly Estimated OE Payments”). Howeverdelivery of that statement, (A) Landlorda lump sum payment will be made by Tenant equal to the amount, if any, by notice 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, mayLandlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, at any time and Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, reduce to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. Landlord also shall have the Monthly Estimated OE Payment right to ▇▇▇▇ 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 calendar year, and understated charges within thirty (B30) for the balance days after receipt of the first calendar an invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant will pay during each year occurring within during the Term Tenant's Proportionate Share of actual Operating Expenses. (i.e., the period commencing on 3) If the Commencement Date and ending occurs on December 31a date other than the first day of January, 2004)or if the Term ends on a date other than the last day of December, the Monthly Estimated OE Payments shall be in actual Operating Expenses for the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month year in which the Commencement Date or the Expiration Date occurs, and (C) as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for any calendar such year represented by a fraction, the numerator of which ends later than shall be the last day number of days during such fractional year falling within the Term, and the Monthly Estimated OE Payments denominator of which is 365 (or 366, in the case of a leap year). The provisions of this SECTION 4.01 shall be made only survive the Expiration Date or any sooner termination provided for calendar months during such calendar year occurring within the Termin this Lease. (2b) Any overpayment As used in this Lease, "OPERATING EXPENSES" means all expenses, costs, and disbursements of every kind which Landlord incurs, pays or underpayment becomes obligated to pay in connection with the operation, repair, and maintenance of Tenant’s the Building, which cost 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 may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof Expenses shall be reconciled after determined according to generally accepted accounting principles (which shall be consistently applied) and shall include, but are not limited to, the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________following:

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall also 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 amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year additional rent commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and Tenant's pro rata share of the operating expenses of Landlord for the Building and/or project of which the Premises are a part. 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 from time-to-time by Landlord based upon anticipated operating expenses. Within ninety (ii90) days 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 be accompanied by evidence of a credit to 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 due by Tenant under this Section, the accounting shall be accompanied by an invoice for the additional rent. Notwithstanding any calendar other provision in this Lease, during the year in which ends later this Lease terminates, Landlord, prior to the termination date, shall have the option to invoice Tenant for Tenant's pro rata share of the operating expenses based upon the previous year's operating expenses. If this Lease shall terminate on a day other than the last day of the Terma calendar year, the Tenant’s Operating Expense Share amount of any additional rent payable by Tenant applicable to the year in which the termination shall occur shall be prorated to correspond to on the ratio that portion the number of such days from the commencement of the calendar year occurring to and Including such termination date bears to 365. Tenant agrees to pay any additional rent due under this Section within ten (10) days following receipt of the Term. (b) Tenant invoice or accounting showing additional rent due. Tenant's pro rata share set forth in Section 1.8 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 be equal to one-twelfth (1/12th) a percentage based upon a fraction the numerator of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown on which is 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 total area of the Monthly Estimated OE Payment for such calendar yearPremises 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 (B60) days any amounts due from either party 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment over payment or underpayment of operating expenses by Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________.

Operating Expenses. (a) For each calendar year occurring during the 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 amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________.

Operating Expenses. (a) For each calendar year occurring during The parties intend that, subject only to the Termspecific exceptions set forth in this Lease, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent, Tenant shall pay to Landlordpay, as Additional Rent, an amount equal to Tenant▇▇▇▇▇▇’s Occupancy Percentage Share of the Operating Expenses (as defined in Section 4.2(e)(i) and 4.2(e)(i), respectively), for such each calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, pursuant to the following terms and conditions (a) As soon as reasonably practicable after the Commencement Date and the commencement of each subsequent calendar year during the Term, Landlord shall provide to Tenant a good faith estimate of Tenant’s Share of Operating Expense Share shall be prorated Expenses with respect to correspond to that portion of such the calendar year occurring within in question (the Term“Estimated Amount”). (b) Tenant shall pay Tenant’s Operating Expense Share the Estimated Amount to Landlord in equal monthly installments with each monthly payment of Base Rent. If the Estimated Amount has not yet been determined 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 Tenant shall pay the monthly installment of the Estimated Amount for the preceding calendar year until the Estimated Amount for the current calendar year has been provided to Tenant, at which time Tenant shall pay any shortfall for the preceding months of such calendar year and thereafter make each monthly installment payment in accordance with the current Estimated Amount. (c) Within ninety (90) days following the end of each calendar year of the Term, Landlord shall determine, and provide to Tenant a statement (the “Statement”) setting forth, the actual amount of Operating Expenses for such calendar year. If ▇▇▇▇▇▇’s Share of actual Operating Expenses exceeds the Monthly Estimated OE Payment sum of Tenant’s monthly estimated payments for such calendar year, and Tenant shall pay the difference to Landlord, within thirty (B30) for days following receipt of such Statement. If the balance sum of such monthly estimated payments paid by Tenant exceeds Tenant’s Share of actual Operating Expenses, the difference shall be applied as a credit to future monthly estimated payments of Tenant’s Share of Operating Expenses (or, with respect to the calendar year in which this Lease terminates, shall be paid to Tenant within thirty (30) days of the first calendar year occurring within date of the Term (i.e., Statement). The failure of Landlord to timely furnish 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (CStatement or any statement required under Section 4.2(b) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termnot prejudice Landlord from enforcing its rights under this Section 4.2(e)(i). (2d) Any overpayment or underpayment Within ninety (90) days after ▇▇▇▇▇▇’s receipt of a Statement (the “Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not compensated on a contingency fee basis) designated by Tenant, may, after fifteen (15) days written notice to Landlord and at reasonable times, review Landlord’s records pertaining to Landlord’s calculation of ▇▇▇▇▇▇’s Share of Operating Expense Share for Expenses at Landlord’s offices, provided that Tenant and such employees or accountant shall execute a commercially reasonable confidentiality agreement agreeing to keep all information contained in ▇▇▇▇▇▇▇▇’s records, as well as the results of ▇▇▇▇▇▇’s review and the certification described below, in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any calendar year based on twelve (12) month period. Tenant’s failure to review ▇▇▇▇▇▇▇▇’s records with respect to the Monthly Estimated OE Payments on account thereof amounts set forth in any Statement within the Review Period shall be reconciled deemed to be Tenant’s approval of such Statement and waiver of the right or ability to dispute the amounts set forth in such Statement. If after such inspection, but within thirty (30) days after the end Review Period, Tenant notifies Landlord in writing that ▇▇▇▇▇▇ continues to dispute the amounts set forth in the Statement, Landlord and Tenant shall NNN Form 2021 CARLSBAD CORPORATE CENTER I - 336 October 1, 2021 -4- attempt in good faith to resolve such dispute. If Landlord and ▇▇▇▇▇▇ cannot resolve such dispute within thirty (30) days of Landlord’s receipt of ▇▇▇▇▇▇’s dispute notice, then such calendar year as provided in dispute shall be resolved pursuant to Section 2.2(f). ________________________________________________________________________________________________________________________21.26 below.

Operating Expenses. (a) For each calendar year occurring during Commencing on the TermCommencement Date, Tenant shall pay to LandlordLandlord as additional rent (together with any other payments due from Tenant to Landlord hereunder other than the Minimum Rent, as “Additional Rent, an amount equal to Tenant’s Occupancy Percentage of the ”) all Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 yearterms, Tenant, conditions and limitations of this Section 5.03. On or before the Commencement Date and on or before the first (1st) day of January first occurring after the Commencement Date and thereafter as soon as practical before each succeeding calendar year during the Term, Landlord shall estimate the Operating Expenses (as hereinafter defined) for the calendar year in question (“Estimated Operating Expenses”) and shall submit such information to Tenant in a written statement (the “Estimated Expense Statement”). Landlord shall use reasonable efforts to issue the Estimated Expense Statement for the following calendar month, shall make a payment year by November 1 of the then-current calendar year. (b) Commencing on account the later of the Commencement Date or the first day of the calendar month following Tenant’s receipt of Landlord’s first Estimated Expense Statement, Tenant shall pay to Landlord as Additional Rent a sum (the “Monthly Estimated Operating Expense Share Payment”) equal to one-twelfth (1/12th1/12) of Landlord’s good-faith estimate of Tenant’s the Estimated Operating Expense Share for such calendar year as shown on the Final Budget Expenses for such calendar year (such payments on account being herein called the “or a prorated portion thereof for any partial month). Tenant’s first Monthly Estimated OE Payments”). However, (A) Landlord, Operating Expense Payment shall be accompanied by notice the payment of an amount equal to Tenant, may, at any time and from time to time during any calendar year, reduce the amount product of the Monthly Estimated OE Payment for such calendar yearnumber of full months, and (B) for if any, within the balance of the first calendar year occurring within the Term (i.e., the period commencing on which have elapsed between the Commencement Date and ending on December 31such first Monthly Estimated Operating Expense Payment. During the first Lease Year, 2004), Landlord may modify the Monthly Estimated OE Operating Expense Payment one time following the first ninety (90) days of the first Lease Year. During any and all subsequent Lease Years, Landlord may modify the Monthly Estimated Operating Expense Payment one time following the first six (6) months of such Lease Year. In such event, Tenant shall (i) pay Landlord at the time of the next due Monthly Estimated Operating Expense Payment the difference between all Monthly Estimated Operating Expense Payments shall be in theretofore paid and the amount set forth that would have been paid based on Exhibit C heretosuch modification; provided, and however, Tenant shall be payable only on the first in all instances have no less than thirty (1st30) day days’ prior notice of each calendar month occurring after the calendar month in which the Commencement Date occurssuch new payment amount, and (Cii) pay such modified amount thereafter during such Lease Year. Landlord shall monitor the Monthly Estimated Operating Expense Payment against actual and anticipated Operating Expenses and reduce the amount thereof if Landlord reasonably determines that it is collecting substantially (for purposes of this subsection 5.03(b), defined to mean ten percent (10%) or more) in excess of the amount reasonably required. (c) Landlord shall in no event recover more than the actual costs and expenses actually incurred and paid by Landlord in operating and maintaining the Premises, as set forth below (the “Operating Expenses”), including, without limitation, performing the work pursuant to Section 11 and providing all services pursuant to Section 17 hereof. Landlord shall not make a profit from the collection of the Operating Expenses from Tenant. Notwithstanding anything contained in the Lease to the contrary, prior to the Rent Commencement Date, Tenant shall only be required to pay for Operating Expenses if and to the extent of such Operating Expenses actually, demonstrably incurred as a result of Tenant’s occupancy of the Premises. Except as otherwise provided in this Lease, Operating Expenses shall mean (i) real estate taxes and similar taxes or assessments in lieu thereof for the Building (the “Real Estate Taxes”), subject to any abatements or credits and any savings that can be achieved for the early payment thereof (whether or not Landlord does, in fact, pay such taxes early) (“Real Estate Tax Expenses”); (ii) public and private assessments, levies or charges; (iii) the cost of labor (including, without limitation, salaries, wages and all fringe benefits made to or on behalf of any and all employees or agents of Landlord to the extent performing on site services rendered in connection with the operation, repair, maintenance, protection and management of the Building, all of which expenses shall not exceed the market rate for such services based on a competitively bid third party contract for other comparable office buildings in the area of the Building), permits, supplies, parts, tools, equipment, premiums for insurance required to be maintained by Landlord hereunder and other reasonable and necessary insurance based upon competitive bidding, market-rate management fees, maintenance and service contracts with independent contractors; (iv) capital improvements and major repairs/replacements made primarily for the purpose of reducing energy costs, provided that in any calendar year which ends later than Landlord may only recover such costs to the last day extent of demonstrated, actual cost savings in such calendar year; (v) condominium association fees, if any, provided that the imposition of condominium association fees does not increase costs to Tenant and provided Landlord’s subjecting the Premises to a condominium regime does not in any way, directly and solely as a result thereof, limit or impair Tenant’s use or occupancy of the TermPremises or increase Tenant’s Operating Expenses taken as a whole; and (vi) all other items properly constituting direct operating costs according to GAAP, whether similar or dissimilar to the Monthly Estimated OE Payments foregoing. All costs included in Operating Expenses shall be made only for calendar months during such calendar year occurring within charged to Tenant at Landlord’s actual costs with no ▇▇▇▇ up, billing fee, service fee or other sum payable to Landlord and any cost or expense of the Termnature included in Operating Expenses shall be included no more than once. (2d) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof Expenses shall be reconciled after the end of such calendar year not include: capital expenditures except (i) as provided in Section 2.2(f5.03(c) or (ii) if such capital expenditure was required to comply with applicable law, in which case such expense may be amortized over its useful life with interest at Landlord’s borrowing rate; management fees to the Management Company greater than the fees being charged by independent third party managers in the market based on competitive bidding, but in no event greater than *** percent (***%) of the then current Stripped Rent in the aggregate (provided, however, in the event Tenant exercises its right to replace the Management Company pursuant to Section 17.09 and engages a manager directly, no management fee may be included in Operating Expenses). ________________________________________________________________________________________________________________________; depreciation or amortization or interest paid on any mortgage, or ground rents paid under land leases; any costs incurred in the ownership of the Building, as opposed to the operation and maintenance of the Building, including income taxes, excess profit taxes, franchise taxes, capital stock taxes or similar taxes on Landlord’s business except to the extent the same is an Imposition (as defined hereinafter); commissions payable to leasing brokers, utility costs directly metered to or paid by Tenant; any materials, goods, products or services paid for directly by Tenant; wages, salaries or other compensation paid to employees above the level of the property manager referred to in Section 17.01; leasing commissions, finders’ fees and all other leasing expenses incurred in procuring tenants in the Building including Tenant; preparation of income tax returns; corporation, partnership or other business form organizational expenses; filing fees; general corporate overhead, general administrative expenses; or other such expenses; any costs incurred in removal, cleaning, abatement or remediation of any environmental hazard or condition in violation of any environmental law (except to the extent caused directly by Tenant) but such exclusion does not relieve Tenant of Tenant’s obligations and liabilities as provided in Section 12; the cost of correcting violations of or non-compliance with law or code existing as of the Commencement Date; legal fees for the negotiation or enforcement of leases; the cost of constructing tenant improvements or installations for Tenant; principal payments of any mortgage and other non-operating debts of Landlord; brokerage commissions, origination fees, points, mortgage recording taxes, title charges and other costs or fees incurred in connection with any financing or refinancing of the Building or the securing or defense of Landlord’s title to the Building; advertising and promotional expenses, including brochures with respect to the Building; cost of repairs or replacements occasioned by fire, windstorm or other casualty, the costs of which are covered by insurance maintained or required to be maintained by Landlord under this Lease or reimbursed by governmental authorities in eminent domain or reimbursed by third parties (other than through Operating Expenses); amounts paid to subsidiaries or affiliates of Landlord for services in or to the Building, to the extent that the costs of such services exceed market-based, competitively bid costs for such services rendered by unaffiliated persons or entities of similar skill, competence and experience; penalties, fines, legal expenses, or late payment interest incurred by Landlord due to violation by Landlord, or Landlord’s agents, contractors or employees, of either the payment terms and conditions of any lease or service contract covering space in the Building or Landlord’s obligations as owner of the Building (such as, but not limited to, late payment penalties and interest on real estate taxes and late payment of utility bills); any compensation paid to clerks, attendants or other persons in any commercial concession operated by Landlord in the Building from which Landlord receives any form of income whatsoever, whether or not Landlord actually makes a profit from such concession; costs incurred in connection with correcting defects or nonconforming Work, or any other deficiencies existing as of the Commencement Date or during any warranty period, latent defects in the Building, or in repairing or replacing Building equipment, where such repair or replacement results from original defects in design, manufacture or installation rather than from ordinary wear and tear or use (provided, however that Landlord shall bear no financial responsibility for the failure of the Tenant Specified Improvements to meet Tenant’s requirements, provided that the Tenant Specified Improvements were built to (and installed, as the case may be) in accordance with the specifications set forth in the Construction Documents and perform in accordance with the manufacturer’s specifications for such Tenant Specified Improvements; provided further, by way of example, if the specifications in the Construction Documents provide for the cooling setpoint for a laboratory to be 72 degrees dry bulb temperature and 30% relative humidity and such specifications are met, then such Work would not be considered defective, nonconforming or otherwise deficient regardless of whether such specifications are sufficient for Tenant’s requirements; however, if the aforementioned specifications were not met then the Work would be considered defective, nonconforming or otherwise deficient); rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment ordinarily considered to be of a capital nature other than equipment used in providing janitorial services and not affixed to the Building; structural repairs to the foundations, walls or roof of the Building; or lease concessions, including rental

Operating Expenses. (a) For each calendar year occurring during 4.2.1 In addition to the TermBasic Monthly Rent and commencing on the earlier of Tenant's occupancy or the Commencement Date, Tenant shall pay to Landlord monthly tenant's Pro Rata Share of Operating Expenses of the Property. Periodically Landlord shall submit to Tenant a statement of the anticipated monthly amount of Tenant's Pro Rata Share of Operating Expenses, and tenant shall pay the same and all subsequent monthly payments concurrently with the payment of Basic Monthly Rent or if no Basic Monthly Rent is due and payable on or before the first day of each month, in advance without adjustment or offset. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. In the event that a Lender requires Landlord to make monthly or periodic deposits to an account for the payment of Insurance Premiums or Taxes, the amount of such required deposits to an account for the payment of Insurance rather than being due on the date when such Taxes or Insurance Premiums are paid. Each year when available, Landlord shall give Tenant a statement showing the total Operating Expenses and other charges, if any, for the Property actually incurred for the prior calendar year and Tenant's Pro Rata Share thereof. In the event that the term of this Lease does not begin or end coincident with the calendar year, the statement for such year shall be prorated appropriately. In the event the total of monthly payments which Tenant has made for the prior calendar year shall be less than Tenant's actual Pro Rata Share of Operating Expenses, then Tenant shall pay the difference in a lump sum within thirty (30) days after receipt of such statement from Landlord when the final determination is made of Tenant's Pro Rata Share of Operating Expenses, even though the Term may have expired or been terminated. Any overpayment made shall be refunded to Tenant or, at Landlord's option, as Additional Rent, an credited towards the next Basic Monthly Rent payments coming due. In the case of the year in which the Lease expires or terminates any overpayment will be refunded. In the event of any adjustment by Landlord of the estimated amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). HoweverExpenses, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 immediately commence paying 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termadjusted estimated amount. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant 4.1. LESSEE shall pay to LandlordLESSOR, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for any calendar year during the Term. LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for less than a year shall be prorated and apportioned. 4.2. On or about the Commencement Date, and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s "LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a written statement ("LESSOR'S Expense Share”Statement"). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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, 4.3. Commencing on the first (1st) day Basic Rent Payment Date following the submission of such calendar monthany LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the next LESSOR'S Expense Statement, LESSEE shall make a payment pay to LESSOR on account of Tenant’s Operating its obligation under Section 4.1 of this Lease, a sum (the "Monthly Expense Share Payment") equal to one-twelfth (1/12th1/12) of Landlord’s good-faith estimate LESSEE'S Proportionate Share of Tenant’s LESSOR'S Estimated Operating Expense Share 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 as shown 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 the Final Budget account of its obligation under Section 4.1 of this Lease for such calendar year. 4.4. LESSOR shall use reasonable efforts to deliver to LESSEE within 120 days after each calendar year a statement of the final Operating Expenses for the immediately preceding calendar year which shall reconcile the payments made by LESSEE for such calendar year. Any balance due to LESSOR shall be paid by LESSEE within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; any surplus due to LESSEE shall be applied by LESSOR against the next accruing monthly installment(s) of Additional Rent due under this Article. If the Term has expired or has been terminated, LESSEE shall pay the balance due to LESSOR or, alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may be, within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; provided, however, if the Term shall have been terminated as a result of a default by LESSEE, then LESSOR shall have the right to retain such payments on account being herein called surplus to the “Monthly Estimated OE Payments”)extent LESSEE owes LESSOR any Basic Rent or Additional Rent. 4.5. However, (A) Landlord, by notice LESSEE or its representative shall have the right to Tenant, may, examine LESSOR'S books and records with respect to the reconciliation of LESSOR'S Operating Expenses for the prior calendar year set forth in the final LESSOR'S Expense Statement during normal business hours at any time within thirty (30) days following the delivery by LESSOR to LESSEE of such final LESSOR'S Expense Statement. Unless LESSEE shall give LESSOR a notice objecting to said reconciliation and from time specifying the respects in which said reconciliation is claimed to time during be incorrect within ten (10) days after the date of said examination, said reconciliation shall be considered as final and accepted by LESSEE. Notwithstanding anything to 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 thereon; said payment is a condition precedent to said examination and/or dispute. (a) If LESSOR shall receive any refund of Taxes in respect of a calendar year and if LESSEE shall have paid Additional Rent pursuant to this Article 4 for said calendar year, reduce LESSOR shall credit to LESSEE LESSEE'S Proportionate Share of such refund (based upon the portion of said Taxes paid by LESSEE) against the next accruing monthly installment(s) of Additional Rent due under this Article, or if the Term shall have expired, LESSEE'S Proportionate Share of such refund shall be refunded to LESSEE within thirty (30) days after receipt thereof by LESSOR; provided, however, if the Term shall have expired as a result of a default by LESSEE, then LESSOR shall have the right to retain LESSEE'S Proportionate Share of the refund to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent. (b) While proceedings for the reduction in assessed valuation for any year are pending, the computation of the Taxes shall be based upon the original assessments for such year. (c) Notwithstanding anything to the contrary contained in this Lease, LESSEE shall not have the right to contest or appeal the validity of any Taxes or the amount of the Monthly Estimated OE Payment for such calendar yearassessed valuation of the Premises without the prior written consent of LESSOR. 4.7. In no event shall any adjustment in LESSEE'S obligation to pay Additional Rent under this Article 4 result in a decrease in the Basic Rent payable hereunder. LESSEE'S obligation to pay Additional Rent, and (B) for LESSOR'S obligation to credit and/or refund to LESSEE any amount, pursuant to the balance provisions of this Article 4, shall survive the Termination Date. 4.8. LESSEE shall also pay to LESSOR, as Additional Rent, upon demand, the amount of any increase in LESSOR'S Operating Expenses which is attributable to LESSEE'S use or manner of use of the first calendar year occurring within Demised Premises, to activities conducted on or about the Term (i.e.Demised Premises by LESSEE or on behalf of LESSEE or to any additions, improvements or alterations to the period commencing Demised Premises made by or 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 only on the first (1st) day behalf of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the TermLESSEE. (2) Any overpayment or underpayment 4.9. The provisions of Tenant’s Operating Section 29.3 shall apply to LESSOR'S Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________Statement.

Operating Expenses. Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds 2006 actual Basic Costs (the “Expense Stop”), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term“Annual Operating Statement”) reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a1) For The Additional Rent charges for the Operating Expenses for the Total Rented Space shall be reasonably estimated on a monthly basis, and such monthly estimate shall be payable commencing on July 1, 2013 and thereafter with the monthly payment of Minimum Rent and other Additional Rent. An adjustment to the estimated payments shall be made by the Landlord each year after the actual cost and expense of the Operating Expenses of the prior year is known and any overpayments shall be credited against the next months’ Additional Rent payments due hereunder. Any underpayments shall be paid by the Tenant to the Landlord within the next month’s Additional Rent payment next due hereunder, subject to any grace period set forth hereunder. (2) Landlord shall give Tenant each calendar year occurring during the Term of this Lease by July 1 of each year, a statement showing the amount of the Operating Expenses for the Total Rented Space for the immediately preceding calendar year and an estimate of Tenant’s annual cost for the current year (hereafter referred to as the “Statements”) for the Total Rented Space. Failure by Landlord to give a Statement shall not constitute a waiver by Landlord of its right to require Tenant’s payment of the previous year’s Operating Expenses. Provided, however, if the Statement for the previous year is not given to Tenant by July 1 of each year during the Term, Tenant shall not be obligated to pay to Landlord, as Additional Rent, an amount equal Operating Expenses until a Statement is given to Tenant’s Occupancy Percentage . (3) If the Tenant shall dispute in writing any specific item or items or amounts included by the Landlord in any Statement furnished by the landlord to the Tenant and such dispute is not amicably settled between the Landlord and the Tenant within one hundred eighty (180) days after the Statement therefor has been rendered, either party may, during the one hundred eighty (180) days next following the expiration of the Operating Expenses first mentioned one hundred eighty (180) days (upon written notice to the other party accompanied by a copy of its letter of submission setting forth the items of dispute) refer such disputed item or items to arbitration in accordance with Section 34 of this Lease and the decision rendered in such arbitration shall be conclusive and binding upon the Landlord and the Tenant. In no event, however, shall any dispute or the submission of same to arbitration be grounds for any delay or reduction by the Tenant in the payment of the monies due to the Landlord as reflected in the Statement in question, except as set forth hereinabove. The Landlord shall have the right, for a period of twelve (12) months after the rendering of any Statements (or for a longer period, if reasonably required in order to ascertain the facts) to send corrected Statements to the Tenant, and the Tenant shall pay any amount indicated therein to be due to the Landlord within one hundred twenty (120) days after such calendar year as hereinafter provided corrected Statement has been rendered. If the Tenant shall not so dispute any item or items of any Statement or corrected Statement within sixty (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i60) for the first calendar year occurring within the Term (i.e.days after such Statement or corrected Statement has been rendered, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses Tenant shall be deemed to consist only of amounts paid have approved such Statement or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Termcorrected Statement. (b4) Tenant The Landlord shall pay Tenant’s Operating Expense Share keep, for each such calendar year pursuant to the following provisions: a period of one (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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year Statements are rendered as provided in this Section 2.2(f). ________________________________________________________________________________________________________________________5.G., records in reasonable detail of the items covered by such Statements and shall permit the Tenant, upon the giving of reasonable prior notice, to examine and audit such records to verify such Statements, at reasonable times during business hours.

Operating Expenses. (ai) For each calendar year occurring during the Term, Tenant shall pay to Landlordpay, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage its pro-rata share of the "Operating Expenses" (as defined below). Tenant's pro-rata share shall be determined by multiplying the total amount of Operating Expenses incurred by Landlord in any calendar year by a fraction, the numerator of which shall be the number of gross leasable square feet of space deemed to be contained within the exterior boundaries of the Premises, which on the date hereof is two hundred thousand (200,000) square feet, and the denominator of which shall be the then existing number of square feet of gross leasable area of improvements on the Property (excluding mezzanine and basement, if any, and excluding the square footage attributable to any other tenants at the Property that are maintaining their own Common Area at their own cost and expense), which on the date hereof is five hundred eighty-two thousand one hundred fifty (582,150) square feet. Initially, Tenant's pro rata share of Operating Expenses is thirty-four and thirty-six/one-hundredths percent (34.36%), subject to adjustment in the event Tenant exercises its right to expand the Premises pursuant to Section 9.24 or Landlord expands the improvements on the Property. The amount of Tenant's pro-rata share of Operating Expenses for such a particular calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 estimated annually by Landlord and written notice thereof shall be given to consist only of amounts paid or incurred on, or subsequent to, Tenant for each calendar year. Landlord's estimate shall be based on the Commencement Dateevidence then available to Landlord with respect to its Operating Expenses, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar revised during the year occurring within the Term. (b) as better information becomes available. Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to monthly, as Additional Rent, at the following provisions: (1) For each calendar month occurring during any such calendar yearsame time as the monthly installment of Base Rent is due, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of Tenant’s Operating Expense Share an amount equal to one-twelfth (1/12th1/12) of Tenant's estimated pro-rata annual share of such Operating Expenses. Such estimated amount shall be reconciled on an annual basis and Tenant shall promptly pay to Landlord’s good, or Landlord shall promptly pay or provide a credit to Tenant (against the next installment of Base Rent and Additional Rent coming due), for the difference between Tenant's pro-faith estimate rata share of the actual Operating Expenses and Tenant’s Operating Expense Share for such calendar year as shown on the Final Budget for such 's estimated monthly payments theretofore paid with respect to each calendar year (such payments on account being herein called or portion thereof) during 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termterm. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For During the term of this Lease, Tenant shall pay as additional rent an amount (per each square foot within the Premises) equal to the excess ("Excess") from time to time by which the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) exceeds the Base Year Stop. Landlord, at its option, may collect such additional rent for each calendar year occurring in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the previous year, or, beginning with the first day of the thirteenth month following the Commencement Date, and on each January 1, thereafter, Landlord shall also have the option to make a good faith estimate of the Excess for each upcoming calendar year and may require the monthly payment of such 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 Termcalendar 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 for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (i) in excess of the 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 next year or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, as Additional Renton demand, an any underpayment with respect to the prior year. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within one hundred eighty (180) days after receipt of such statement (unless the same continues to be contested by Tenant), Tenant delivers to Landlord a written notice specifying the particular details for which such statement is claimed to be incorrect Pending the determination of such dispute, Tenant shall pay without delay the full amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so additional rent payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 in accordance with each such calendar year pursuant to statement that Tenant is disputing. Without limiting the following provisions: (1) For each calendar month occurring during any such calendar yearpreceding sentence, Tenant, on or a certified public accountant acting as Tenant's agent, shall have the first (1st) day right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of Landlord applicable to the determination of the statement of additional rent payable by Tenant for the 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 calendar month, shall make a payment on account of statement by Tenant’s Operating Expense Share equal . Landlord agrees to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for maintain 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, records at any time and from time to time during any calendar year, reduce the amount of the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of the first calendar year occurring an office located within the Term (i.e.Washington, 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________D.

Operating Expenses. (a) For each ▇▇▇▇▇▇ agrees to pay as additional rental Tenant’s “Pro Rata Share” of the increase in the Operating Expenses incurred by Landlord during any calendar year occurring during the TermTerm of this Lease over the same Operating Expenses incurred by Landlord during the Base Year 2019. For purposes hereof, Tenant’s Pro Rata Share shall mean 11% (which is calculated by dividing the rentable square footage of the Leased Premises by the rentable square footage of the Building (5,119/46,277 = 11.06%). Landlord represents and warrants that the total “Pro Rata Shares” of all tenants of the Building does not exceed 100%. For purposes of this calculation, “Base Year 2019” means those Operating Expenses incurred between January 1, 2019 and December 31, 2019, except real estate taxes and special assessments shall mean those incurred in tax year 2018. Increases in Operating Expenses shall be capped at 3% annually, non-cumulative; provided however, increases in Uncontrollable Operating Expenses (collectively, taxes, insurance, special assessments from governmental authorities, utility costs and snow removal charges) shall be charged in full and not capped. Landlord may, within six (6) months following the close of any calendar year for which additional rental is due under this paragraph, invoice Tenant for Tenant’s Pro Rata Share of any such increases to the Operating Expenses. The invoice shall pay include in reasonable detail all computations of the additional rental (for both the applicable calendar year and the Base Year 2019), and ▇▇▇▇▇▇ agrees to make payment of the additional rental to Landlord within thirty (30) days following receipt of the invoice and computations. In the year in which this Lease terminates, Landlord, as Additional Rentin lieu of waiting until the close of the calendar year in order to determine Operating Expenses, an amount equal has the option to invoice Tenant for Tenant’s Occupancy Percentage Pro Rata Share of the Operating Expenses for such calendar year as hereinafter provided (based upon the amount so payable by Tenant being herein called “Tenantprevious year’s Operating Expense Share”). However, (i) Expenses and then bill or refund Tenant for the first calendar year occurring within the Term (i.e., any difference after close of the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses in the manner described above; Landlord shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and invoice Tenant under this option within thirty (ii30) for any calendar year which ends later than the last day of 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 days prior to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day termination 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”)this Lease. However, (A) Landlord, by notice to Tenant, may, Landlord may at any time and from time during the Term of this Lease increase the Monthly Rent to time during any calendar year, reduce the an amount which reflects ▇▇▇▇▇▇’s Pro Rata Share of the Operating Expenses based upon the previous year’s excess Operating Expenses after giving Tenant thirty (30) days’ written notice. The Monthly Estimated OE Payment Rent and any additional rental for such calendar yearTenant’s Pro Rata Share of the excess Operating Expenses, and (B) for all other amounts owed from Tenant to Landlord under the balance terms of this Lease, are collectively referred to in this Lease as 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Term“Rent. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________”

Operating Expenses. (a) For During each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage month of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than notwithstanding that Base Rent commences on the last day of 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, TenantRent Commencement Date), 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 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 only on the first (1st) day of each calendar month occurring after during the Term, in advance, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Proportionate Share of the annual cost of estimated Operating Expenses for the Project for the relevant calendar year. Payments for any fractional calendar month shall be prorated. Landlord shall provide its estimate of Operating Expenses for each calendar year of the Term prior to the commencement of such calendar year, provided that Landlord may reasonably revise its estimate at any time and the additional estimate shall be payable as equal additions to Operating Expenses for the remainder of the calendar month in which year. If Tenant’s total payments of Operating Expenses for any year are less than the Commencement Date occursactual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within thirty (30) days after written demand, and if more, then Landlord shall retain such excess and credit it against Tenant’s next payments of Operating Expenses (Cor if at the end of the Term, refund such amount to Tenant within thirty (30) days following the Expiration Date. Notwithstanding the above, Landlord shall have the right, but not the obligation, to equitably adjust Tenant’s Proportionate Share of any specific Operating Expense so as to render such expense payable proportionately by those tenants benefited by the same or otherwise in order to appropriately allocate such Operating Expense to cover the area covered by such Operating Expense. In addition, in the event the average occupancy level of the Building for any calendar year which ends later than was or is not one hundred percent (100%) of full occupancy, then the last day of the Term, the Monthly Estimated OE Payments estimated Operating Expenses and actual Operating Expenses for such year shall be made only for calendar months proportionately adjusted by Landlord to reflect those costs which would have occurred had the Building been one hundred percent (100%) occupied during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during With regard to the TermExpansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Item 8 of the Basic Lease Provisions is deleted. (b) With regard to the Expansion Premises, on the Expansion Date, and, with regard to the 1100 Premises, on the Renewal Date, Paragraph 3(a) of the Lease is deleted, and the following substituted therefor: “Tenant shall pay to Landlord, Landlord as additional rent (“Additional Rent, ”) an amount equal to Tenant’s Occupancy Percentage Proportionate Share (defined below) of Operating Expenses. In addition to payment of Tenant’s 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 Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the TermLease is deleted. (bd) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant With regard to the following provisions: (1) For each calendar month occurring during any such calendar year, TenantExpansion Premises, on the first 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 “(1st) day of such calendar month, shall make a payment on account of including Tenant’s Base Year for Operating Expense Share equal Expenses)”. (e) With regard to one-twelfth (1/12ththe 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 Landlord’s good-faith the Lease is deleted and the following substituted therefor: “Prior to the commencement of each calendar year of the Lease Term, Landlord shall have the right to give to Tenant a written estimate of Tenant’s Proportionate Share of Operating Expense Share Expenses, if any, for such calendar year as shown the Property for the ensuing year.” (f) With regard to the Expansion Premises, on the Final Budget for such calendar year (such payments Expansion Date, and, with regard to the 1100 Premises, 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 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.Renewal Date, the period commencing on Lease is amended by replacing all references to 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termphrase “excess Operating Expenses” with “Operating Expenses”. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during or portion thereof commencing January 1, 1997 and through the remainder of the Term, Tenant shall pay to Landlordpay, as Additional Rent, Tenant's Pro Rata Share of all increases in annual Operating Expenses, above and beyond the Operating Expenses of calendar year 1996 which year shall serve as the base for calculating Operating Expense increases, for the calendar year (or portion thereof) in question, which Additional Rent shall be due and payable within ten (10) days 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 Occupancy Percentage 's Pro Rata Share of the 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 hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the date Landlord's estimate (or any revision thereof) is given to 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: Within one hundred fifty (1150) 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled days after the end of such each calendar year (or as provided soon thereafter as is practicable for Landlord), Landlord will provide Tenant with a statement in Section 2.2(freasonable 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. Tenant shall pay as additional rent its pro rata share of any Operating Expenses (a) For as hereinafter defined), Landlord shall deliver to Tenant each calendar year occurring year, on or before March 31 (or within a reasonable time thereafter), a statement setting forth the amount of Operating Expenses paid or incurred by Landlord, directly or indirectly, during the Termimmediately preceding year. This statement shall delineate Tenant's pro rata share of the Operating Expenses for the preceding year and the estimated amount of Tenant's pro rata share of Operating Expenses for the following year. Within thirty (30) days after delivery of the statement, Tenant shall pay to Landlord, as Additional Rentadditional rent, an amount equal Tenant's pro rata share of the previous year's Operating Expenses not previously paid. Commencing with the rental payment immediately following the receipt of the statement of Operating Expenses, Tenant shall remit as additional rent one-twelfth (1/12) of Tenant's pro rata share of the anticipated Operating Expenses for the following year in addition to the scheduled Base Rental. If the Lease Term begins after January 1 or ends prior to December 31, Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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, statement delivered at any time and from time to time during any calendar year, reduce the amount of 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f)shall be reduced proportionately. ________________________________________________________________________________________________________________________In the event Tenant's share of the Operating Expenses is less than the amount previously estimated and collected by Landlord, Tenant's excess shall be applied to amounts owed to Landlord, and if no amounts are owed, then the excess shall be remitted to Tenant.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rentat the times hereinafter set forth, an amount equal to Tenant’s Occupancy Percentage 's Share of any increase in Operating Expenses for the Complex (applicable to the term of this Lease occurring after the Base Year) above the Operating Expenses for the Complex for the Base Year specified in the Basic Lease Information. Statements of the amount of Operating Expenses for the preceding calendar year and the amount of such increase payable by Tenant shall be determined by Landlord and shall be payable by Tenant fifteen (15) days after demand by Landlord accompanied by a reasonably detailed listing of the Operating Expenses by category for the Base Year, the preceding year to which such increase applies and the year which immediately preceded the year to which such increase applies (if other than the Base Year). (b) Notwithstanding the foregoing, at Landlord's sole election, at any time or times Landlord may in good faith estimate in advance Landlord's Operating Expenses for any next ensuing 12-month period and, upon ▇▇▇▇▇▇▇▇'s written notice, Tenant shall pay to Landlord on the first day of each calendar month of such 12-month period, with Base Rent as provided for in sections hereof, one- twelfth (1/12th) of Tenant's Share of such estimated Operating Expenses. If during any such twelve (12)-month period Landlord shall in good faith revise its estimate of Tenant's Share of said expenses for such twelve (12)-month period, Landlord shall advise Tenant and commencing on the date the next Base Rent payment is due which date is more than ten (10) business days after ▇▇▇▇▇▇'s receipt of such revised estimate, Tenant shall pay all additional Operating Expenses on such revised estimate for the portion of the twelve (12)-month period already elapsed and shall commence paying the additional Operating Expenses based on such revised estimate for the remainder of such twelve (12)- month period. Within ninety (90) days following the conclusion of such twelve (12)-month period, Landlord shall deliver to Tenant an itemized statement in reasonable detail of ▇▇▇▇▇▇'s Share of Landlord's actual Operating Expenses for such period accompanied by a reasonably detailed statement of the Operating Expenses for the Base Year and the year which immediately preceded the year to which such increase applies (if other than the Base Year). If the amounts theretofore paid by ▇▇▇▇▇▇ on account of Landlord's estimate shall exceed the amount of Tenant's Share of such actual costs, Landlord shall pay to Tenant the amount of such excess within fifteen (15) days after date of delivery of such statement to Tenant. If the amounts theretofore paid by Tenant on account of Landlord's estimate shall be less than the amount of Tenant's Share of such actual costs, Tenant shall pay to Landlord the amount of such deficiency within fifteen (15) days after date of delivery of such statement to Tenant. Landlord, at its election, may estimate Operating Expenses on a calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverbasis, (i) for in which event if this Lease shall commence on a day other than the first day of a calendar year occurring within the Term (i.e., the calendar year commencing and/or shall end on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later a day other than the last day of a calendar year, ▇▇▇▇▇▇'s Share of such estimated costs, as applicable to such first and last calendar years of the Termterm hereof, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Termcomputed on a pro rata basis. (b) Tenant shall pay Tenant’s Operating Expense Share for each such calendar year pursuant to the following provisions: (1c) For each calendar month occurring during any such calendar yearpurposes of this Section 7, Tenant, on "Tenants Share" shall be in the first (1st) day same proportion that the rentable square footage 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 Premises bears from time to time during any calendar yearto the aggregate rentable square footage of all buildings then situated in the Complex. At the inception of this Lease Tenant's Share for purposes of this Section 7 shall be that percentage specified as Tenant's Share in the Basic Lease Information (which may be adjusted from time to time by Landlord, reduce the amount upon written notice to ▇▇▇▇▇▇ accompanied with appropriate documentation of the Monthly Estimated OE Payment for such calendar yearsame, in event of changes in the aggregate rentable building square footage in the Complex). Tenant shall have the right from time to time, at ▇▇▇▇▇▇'s sole cost and expense, to recalculate Tenant's Share (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 which shall be confirmed by Landlord) in view of any apparent changes in the amount set forth on Exhibit C heretoaggregate rentable building square footage in the Complex, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end subject to Landlord's approval of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________recalculation of ▇▇▇▇▇▇'s Share.

Operating Expenses. (a) For each If the Operating Expenses for the Property, in any calendar year occurring during the Term, exceed the Operating Expenses for the Base Year, Tenant agrees to pay as additional monthly rent the Proportionate Share of such excess Operating Expenses, as estimated by Landlord from time to time. 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 Proportionate Share of Operating Expenses shall be adjusted based upon the actual number of days contained within the Term during such partial calendar year. By April 30th of each calendar year, Landlord will provide Tenant an itemized statement (“Additional Rent Statement”) showing in reasonable detail all 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 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 Lease 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. 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 correctness of such statement, stating the reason for such dispute. Pending the determination of such dispute, Tenant shall timely pay the full amount of the 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 accordance with prudent building management practices with respect to Operating Expenses, and shall retain such 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, Landlord shall pay Tenant, or Tenant shall pay to Landlord, as Additional Rentapplicable, upon thirty (30) days prior written notice, an amount equal to Tenant’s Occupancy Percentage of such overpayment or underpayment. In no event shall the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion form of such calendar year occurring within the Termpayment be as a credit against rent next due or, upon expiration of this Lease. (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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (aThe amount of the Annual Operating Expenses set forth in Section 1(g) For each above represents Tenant’s Share of the estimated Operating Expenses for the calendar year occurring during in which the TermTerm commences, excluding the cost of electricity and gas that is separately metered to the Premises, and which shall be paid by Tenant directly to the respective utility provider, as set forth in Section 7 below. Landlord may adjust such amount 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. By April 30th of each year (and as soon as practical after the expiration or termination of this Lease or, at Landlord’s option, after a sale of the Premises), Landlord shall provide Tenant with a statement of Operating Expenses for the preceding calendar year or part thereof. Within 30 days after delivery of the statement to Tenant, as the case may be, (i) Tenant shall pay to Landlord the amount of any deficiency then due from Tenant to Landlord, as Additional Rentor (ii) Landlord shall credit Tenant’s account for any overpayment by Tenant (which credit shall be applied against Rent first due and owing under this Lease) except that in the event that the Term has expired or terminated other than for Tenant’s default Landlord shall pay Tenant for any such overpayment. If Tenant does not give Landlord notice within 120 days after receiving Landlord’s statement that Tenant disagrees with the statement and specifying the items and amounts in dispute, an amount equal Tenant shall be deemed to have waived the right to contest the statement. During such 120 day period, Tenant shall be entitled, during regular business hours, after giving to Landlord at least 5 business days prior written notice, to inspect in Landlord’s business office all Landlord’s records necessary to satisfy itself that all charges set forth in the statement have been correctly allocated to Tenant, and to obtain an audit thereof on a non-contingent fee basis by an independent certified public accountant (selected by Tenant with Landlord’s Occupancy Percentage written consent, which shall not be withheld unreasonably) to determine the accuracy of Landlord’s certification of the amount of Operating Expenses charged Tenant. If it is determined that Tenant’s liability for Operating Expenses is less than ninety-five percent (95%) of that amount which Landlord previously certified to Tenant in such statement, Landlord shall pay to Tenant the reasonable cost of such audit and regardless of such percentage shall refund promptly to Tenant the amount of the Operating Expenses for such calendar year as hereinafter provided (paid by Tenant which exceeds the amount so payable by for which Tenant being herein called “actually is liable, as determined following such audit. Except as set forth above, Tenant shall bear the total cost of any such audit. Landlord’s and Tenant’s Operating Expense Share”). However, (i) for obligation to pay any overpayment or deficiency due the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 other pursuant to this Section shall survive the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, on the first (1st) day expiration or termination 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termthis Lease. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Prior to commencement of each calendar year occurring during the TermOperating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage estimate of the Operating Expenses for such calendar year as hereinafter provided (Operating Year and if the amount so payable by Tenant being herein called “Tenant’s same shall be in excess of the Base Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e.Expenses, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), installments of rent payable hereunder in respect of each month of such Operating Expenses Year shall be deemed to consist only increased byway of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 Additional Rent by an amount equal to one-twelfth (1/12th1/12) 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 end of each Operating Year, the Landlord shall furnish to Tenant a statement of Landlord’s goodactual Operating Expenses for such Operating Year and Tenant shall pay to Landlord an amount equal to of three and forty-faith estimate nine one hundredths percent (3.49%) of the excess of such Operating Expenses over the Base Operating Expenses (“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 PaymentsActual Share”). However, (A) Landlord, by notice to If Tenant, may, at any time and from time to time during any calendar year, reduce ’s 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 statement. If Tenant’s Actual Share is less than the amount paid by Tenant to Landlord as Tenant’s Estimated Share, then Landlord shall refund the excess to Tenant within fourteen (14) days after delivery of such statement. 01. If this Lease shall terminate other than on the expiry of an Operating Year in any Operating Year, then in computing the amount payable by Tenant under this Article for the period from the commencement of 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 only on the first (1st) day of each calendar month occurring after the calendar month Operating Year in which the Commencement Date occursLease 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 (C1/365) of three and forty-nine one hundredths percent (3.49%) for any calendar year which ends later than the last each day of such Operating Year during which this Lease shall have been in full force and effect. The obligations of the Term, parties hereto to adjust sums owed pursuant to this Article shall survive the Monthly Estimated OE Payments expiration of the term of this Lease Failure of Landlord to furnish a statement of actual Operating Expenses or to give notice of an adjustment to Annual Rent under this Article in a timely manner shall be made only for calendar months during not prejudice or act as a waiver of Landlord’s right to furnish such calendar year occurring within statement or give such notice at a subsequent time or to collect any adjustments to the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share Base Rent for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________preceding period.

Operating Expenses. (a) For each calendar year occurring during The parties intend that, subject only to the Termspecific exceptions set forth in this Lease, this Lease be absolutely net to Landlord. Accordingly, in addition to Base Rent, Tenant shall pay to Landlordpay, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage 's Share of the Operating Expenses (as defined in Section 4.2(e)(iii) and 4.2(e)(i), respectively), for such each calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, pursuant to the Tenant’s Operating Expense Share shall be prorated to correspond to that portion following terms and conditions: (a) As soon as reasonably practicable after the Commencement Date and the commencement of such each subsequent calendar year occurring within during the Term, Landlord shall provide to Tenant a good faith estimate of Tenant's Share of Operating Expenses with respect to the calendar year in question (the “Estimated Amount”). (b) Tenant shall pay Tenant’s Operating Expense Share the Estimated Amount to Landlord in equal monthly installments with each monthly payment of Base Rent. If the Estimated Amount has not yet been determined for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant shall pay the monthly installment of the Estimated Amount for the preceding calendar year until the Estimated Amount for the current calendar year has been provided to Tenant, on and thereafter make each monthly installment payment in accordance with the first current Estimated Amount. (1stc) day Within sixty (60) days following the end 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 each calendar year as shown on of the Final Budget Term (or within sixty (60) days following the Expiration Date, with respect to the year in which this Lease expires), Landlord shall determine, and provide to Tenant a reasonably detailed statement (the “Statement”) setting forth, the actual amount of Operating Expenses for such calendar year (such payments on account being herein called or portion thereof, with respect to the “Monthly Estimated OE Payments”). However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any final calendar year, reduce if the amount Expiration Date is other than December 31). If Tenant's Share of actual Operating Expenses exceeds the Monthly Estimated OE Payment sum of Tenant’s monthly estimated payments for such calendar year, and Tenant shall pay the difference to Landlord, within thirty (B30) for days following receipt of such Statement. If the balance sum of the first calendar year occurring within the Term (i.e.such monthly estimated payments paid by Tenant exceeds Tenant's Share of actual Operating Expenses, the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments difference shall be in applied as a credit to future monthly estimated payments of Tenant's Share of Operating Expenses, except that any such credit due to Tenant after the amount set forth on Exhibit C hereto, and Expiration Date shall be payable only on delivered to Tenant along with such Statement. The failure of Landlord to timely furnish the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (CStatement or any statement required under Section 4.2(b) for any calendar year which ends later than shall not prejudice Landlord from enforcing its rights under this Section 4.2., unless Landlord has not delivered the last day Statement within twelve (12) months after the expiration of any calendar year; provided, however, Landlord shall have the Termright to amend any Statement after Landlord’s delivery thereof, the Monthly Estimated OE Payments shall be made only for calendar months during regardless of such twelve (12) month period, if Landlord receives additional tax bills relating to such calendar year occurring after Landlord’s delivery of the Statement, provided Landlord amends the Statement within three (3) months of Landlord’s receipt of the Termadditional tax bills. The provisions of this Section 4.2 shall survive the expiration or earlier termination of this Lease. (2d) Any overpayment or underpayment Landlord shall keep at its home office in the County of Tenant’s San Diego, full, accurate and separate books of account with back up documentation of Operating Expense Share Expenses for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled a period of three (3) years after the end of each calendar year. Within ninety (90) days after Tenant’s receipt of a Statement (the “Review Period”), if Tenant disputes the amount set forth in the Statement, Tenant’s employees or an independent certified public accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not compensated on a contingency fee basis) designated by Tenant and reasonably approved by Landlord (“Approved Auditor”), may, after fifteen (15) days written notice to Landlord and at reasonable times, inspect Landlord’s records pertaining to Landlord’s calculation of Tenant’s Share of Operating Expenses at Landlord’s offices in San Diego County, provided that Tenant is not then in Default (as defined in Section 15.1) and provided further that Tenant and such employees or accountant shall execute a commercially reasonable confidentiality agreement agreeing to keep all information contained in Landlord’s records, as well as the results of Tenant’s review and the certification described below, in strict confidence. Notwithstanding the foregoing, Tenant shall only have the right to review Landlord’s records one (1) time during any twelve (12) month period. Tenant’s failure to audit Landlord’s records with respect to the amounts set forth in any Statement within the Review Period shall be deemed to be Tenant’s approval of such Statement and waiver of the right or ability to dispute the amounts set forth in such Statement. If an Approved Auditor finds that the Operating Expenses for the calendar year as provided are less than reported, Landlord shall reimburse Tenant the amount of the overpayment within thirty (30) days of such determination by the Approved Auditor. If Landlord has overbilled Tenant by more than five percent (5%), Landlord shall also reimburse Tenant for its reasonable, out-of-pocket audit expenses in Section 2.2(f)an amount not to exceed $2,500.00. ________________________________________________________________________________________________________________________Likewise, if Landlord and Tenant determine that Operating Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within thirty (30) days following such determination.

Operating Expenses. (a) For each calendar year occurring during Throughout the Term, Tenant shall pay to Landlordon a monthly basis, without demand, as Additional RentRent for the Premises, an amount equal 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 Tenant’s Occupancy Percentage 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 such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverforthcoming year, (i) for On the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Termeach month during such year, 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 Tenants Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord’s good-faith '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 month following the month in which Tenant is given Landlords estimate of Tenant’s Operating Expenses, Tenant shall continue to pay to Landlord on the 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 furnish to Tenant a statement of the actual Operating Expenses for the preceding year (the "Operating Expense Share 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 calendar year as shown on the Final Budget for such calendar year audit (such payments on account being herein called the “Monthly Estimated OE Payments”"Auditor"). HoweverWithin thirty (30) days after the ------- delivery of the Operating Expense Statement, (A) Landlorda lump sum payment will be made by Tenant equal to the amount, if any, by notice which Tenant's Proportionate Share of the actual Operating Expenses exceeds the amount, if arty, 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, mayLandlord shall apply such amount to the next accruing ------------------ installments of Rent due hereunder or, at any time and in the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant for the overpayment within 30 days after delivery of the statement. 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, reduce to notify Tenant in writing of any change in Landlord's estimate. of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount of the Monthly Estimated OE Payment for shown in such calendar yearnotice and shall be effective, and (B) for the balance of due from Tenant, on the first calendar day of each month following Landlord's giving of such notice. The effect of this Section 4.01(a) --------------- is that Tenant will pay during each year occurring within during the Term Tenant's Proportionate Share of actual Operating Expenses. Tenant's and Landlord's obligations hereunder shall survive expiration or earlier termination of this Lease. (i.e., the period commencing on 3) If the Commencement Date and ending occurs on December 31a date other than the first day of January, 2004)or if the Term ends on a date other than the last day of December, the Monthly Estimated OE Payments shall be in actual Operating Expenses for the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month year in which the Commencement Date or the Expiration Date occurs, and (C) as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for any calendar such year represented by a fraction, the numerator of which ends later than shall be the last day number of days during such fractional year filling within the Term, and the Monthly Estimated OE Payments denominator of which is 365 (or 366, in the case of a leap year ). The provisions of this Section 4.01 shall be made only survive the Expiration Date or any sooner ------------ termination provided for calendar months during such calendar year occurring within the Termin this Lease. (2b) Any overpayment As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or underpayment becomes obligated to pay in connection with the operation, repair, and maintenance of Tenant’s Operating Expense Share for any calendar year the Building and the Land (provided that Landlord shall allocate between the Building and Fair Lakes North expenses associated with the maintenance of the Land based on the Monthly Estimated OE Payments on account thereof 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 reconciled after determined according to generally accepted accounting principles (which shall be consistently applied) and shall include. but are not limited to, the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________following:

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay agrees to reimburse Landlord, as Additional RentRent hereunder, an amount equal to and under any extensions or renewals of this Lease, for Tenant’s Occupancy Percentage 's share of the annual Operating Expenses of the Building and related common areas, including the parking areas, in excess of the amount of $5.50 per average occupied usable square foot per year within the Building (hereinafter called the "Base Rate"). The average occupied usable square feet within the Building shall be determined for such each calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for adding the first calendar year occurring total usable square feet occupied 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 Building 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided for each month of such calendar year; and (ii) dividing the sum derived in Section 2.2(f(i) above by twelve (12). ________________________________________________________________________________________________________________________Tenant's share of the excess Operating Expenses shall be determined by multiplying such excess amount per average occupied usable square foot within the Building by the number of usable square feet contained within the Premises (hereinafter called "Tenant's Share"); PROVIDED, HOWEVER, if Tenant has not occupied the Premises for a full calendar year during the year in which the term of this Lease commences, Tenant's Share shall be prorated based on the number of months and fractions thereof in which Tenant has occupied the Premises during such year. Operating Expenses for the first year in which any portion of the Building is occupied, if less than a full calendar year, shall be determined by (i) dividing the total Operating Expenses for such year by the number of months and fractions thereof during such first year in which any portion of the Building is occupied; then (ii) dividing the quotient derived in (i) above by the average amount of net usable square feet occupied in the Building during such fractional year; and then (iii) multiplying the quotient derived in (ii) above by twelve (12) months, as though the Building were occupied and operating for a full calendar year.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay With respect 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 amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) the Existing Space for the first calendar year occurring within the Term (i.e., the calendar year commencing period on January and after May 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date2005, and (ii) for any the Additional Space: 6.1. The Base Year shall be calendar year which ends later than the last day 2004, subject to adjustment to a level of 95% occupancy as set forth in Article 7(b)(i) of the TermLease. 6.2. Article 7(b)(iv) of the Lease and all references to the Cap in the Lease are deleted and shall have no further force or effect. However, with respect to (i) the Existing Space for the period on and after May 1, 2005, and (ii) the Additional Space, the following shall be applicable to the Operating Expenses Escalation payable by Tenant under the Lease: (a) The Operating Expenses Escalation for Controllable Operating Expenses (defined below) applicable to calendar year 2005 shall be the lesser of (i) Tenant’s Prorata Share of Controllable Operating Expense Expenses for calendar year 2005, less Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004, or (ii) the sum of Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004, plus five percent (5%) (such sum is the initial “Cap Amount”), less Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004; provided, however, that Tenant’s Prorata Share of Controllable Operating Expenses for calendar year 2004 shall be prorated adjusted by Landlord to correspond to the amount that portion Landlord reasonably believes it would have been if ninety-five percent (95%) of such calendar year occurring within the Termrentable area of the Building had been occupied. (b) Tenant The Operating Expenses Escalation for Controllable Operating Expenses applicable to each calendar year thereafter shall pay be the lesser of (i) Tenant’s Prorata Share of Controllable Operating Expense Share Expenses for each such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such applicable calendar year, Tenant, on the first (1st) day of such calendar month, shall make a payment on account of less Tenant’s Prorata Share of Controllable Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share Expenses for such calendar year as shown on 2004, or (ii) the Final Budget sum of the Cap Amount 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 immediately preceding calendar year, reduce the amount plus five percent (5%), less Tenant’s Prorata Share of the Monthly Estimated OE Payment Controllable Operating Expenses 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For During the term of this Lease, Tenant shall pay as additional rent an amount (per each square foot within the 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 of office area in the Building) over the Base Year Stop. Landlord, at its option, may collect such additional rent for each calendar year occurring in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the previous year, or, beginning with the first anniversary of the Commencement Date, or if the Commencement Date is not on the first day of a month, then on the first day of the first full calendar month after the Commencement Date, and on each anniversary of such date thereafter, Landlord shall also have the option to make a good faith estimate of the Excess for each upcoming calendar year and may require the monthly payment of such additional rent equal to one-twelfth (1/12) of such estimate, except that commencing in calendar year 1996 and each calendar year thereafter, Tenant's first payment shall include the one-twelfth (1/12th) monthly payments for the months from January 1st through the month in which Landlord submitted the estimate of the Excess for the then-current calendar year. (b) By April 1st of each calendar year during Tenant's occupancy and the Termcalendar 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 for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (i) in excess of the additional rent actually due during such prior year, then Landlord shall either credit such overpayment towards Tenant's next installment of Basic Rental becoming due or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, as Additional Rentwithin fifteen (15) days of demand, an amount equal any underpayment with respect to the prior year. If the Lease Expiration Date is a day other than the first day or last day of a calendar year, respectively, then Tenant’s Occupancy Percentage 's liability for its proportionate share of the Operating Expenses for Basic Cost incurred during such calendar year as hereinafter provided (shall be apportioned by multiplying the amount so of Tenant's liability therefor for the full calendar year by a fraction, the numerator of which is the number of days during such calendar year falling within the Lease Term, and the denominator of which is 365. Once the Basic Cost for the last calendar year of the Lease Term has been determined, Landlord shall provide Tenant with a statement of the actual Basic Cost for which Tenant is liable. If Tenant owes an additional amount, such amount is due on or before thirty (30) days after receipt of the statement. If Tenant is entitled to a refund, Landlord shall have thirty (30) days from the date of the statement within which to remit payment to Tenant. Tenant's obligation for this increase shall survive any termination of the Lease by lapse of time or otherwise. (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. Pending the determination of such dispute, Tenant shall pay without delay the full amount of the additional rent payable by Tenant being herein called “in accordance with each such statement that Tenant is disputing, less the amount that Tenant is disputing. Without limiting the preceding sentence, Tenant’s Operating Expense Share”). However, (i) or its authorized agent, shall have the right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of Landlord applicable to the determination of any statement of any additional rent payable by Tenant for the first calendar purpose of verifying in good faith the information contained in such statement for a period of up to one year occurring within after 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion receipt of such calendar year occurring within the Termstatement by Tenant. (bd) Should Tenant shall pay 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 7:00 a.m. to 6:00 p.m., Monday through Friday, excluding holidays, Landlord may, upon reasonable advance notice by Tenant’s Operating Expense Share , furnish such additional services at a charge not less than Landlord's actual cost, plus overhead for each such calendar year pursuant the additional services provided, it being agreed that the cost to the following provisions:Landlord of such additional services shall not be considered or treated as Basic Cost. (1e) 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, 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 deemed by Landlord to be in excess of Building standard usage or for any other reason, in which case the cost of such metering shall be at Tenant's sole cost and from time to time during 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 calendar yearutility services that are separately metered as prescribed herein, reduce the amount of said services which had been included in the Monthly Estimated OE Payment for such calendar year, and (B) for the balance calculation of the first calendar year occurring within Base Year Stop or the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments calculation of Basic Cost shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termexcluded therefrom. (2f) Any overpayment Notwithstanding any expiration or underpayment termination of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after this Lease prior to the end of such calendar year as provided in Section 2.2(f)the Lease Term, Tenant's obligations to pay any and all additional rent pursuant to this Lease shall continue and shall cover all periods up to the expiration or termination date of this Lease. ________________________________________________________________________________________________________________________Tenant's obligation to pay any and all additional rent or other sums owing by Tenant to Landlord under this Lease shall survive any expiration or termination of this Lease.

Operating Expenses. 4.1 Landlord shall provide Tenant with a statement (“Statement”) as to the actual Operating Expenses incurred by Landlord for each twelve (12) month period during the entire term of this Lease within forty-five (45) days of the expiration of said period. The actual Operating Expenses for the first twelve (12) months of the term are referred to hereafter as the “Dedicated Rental Payments.” The product of $6.50 and the actual square footage of the Building, as finally determined in accordance with Paragraph 1.8 of this Lease, is hereafter referred to as the “Base Year Payment.” (a) For each calendar Within thirty (30) days after delivery of the Statement for the first year occurring during of the Term, term: (i) Tenant shall pay Landlord the amount, if any, by which the Dedicated Rental Payments exceed the Base Year Payment, or (ii) Landlord shall pay Tenant the amount, if any, by which the Base Year Payment exceeds the Dedicated Rental Payments. (b) In the event that the actual Operating Expenses in any twelve (12) month period, excluding the first twelve (12) months of the term, are less than the aggregate of the Dedicated Rental Payments, Landlord shall, within thirty (30) days of delivery of the Statement, pay to Landlord, as Additional Rent, an amount Tenant a sum equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within amount by which the Term (i.e., Dedicated Rental Payments exceeded the calendar year commencing on January 1, 2004 and ending on December 31, 2004), actual Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement DateExpenses, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the TermEstimated Payments (hereafter defined). (bc) In the event that the actual Operating Expenses in any twelve (12) month period, excluding the first twelve (12) months of the term, exceed the aggregate of the Dedicated Rental Payments, Tenant shall shall, within thirty (30) days of its receipt of Landlord’s statement of actual Operating Expenses, pay to Landlord as ADDITIONAL RENT a sum equal to the amount by which the Actual Operating Expenses exceeded the Dedicated Rental Payments minus Tenant’s Operating Expense Share for each such calendar year pursuant Estimated Payments. Tenant shall, during the entire term of this Lease and any extensions thereto, pay Landlord, on a pro-rata basis as additional rent, a sum equal to the following provisions:amount by which the annual Operating Expenses for the prior year exceeded the Dedicated Rental Payments (Tenant’s Estimated Payments). 4.3 For the purpose of this Lease, “Operating Expenses” are hereby defined to mean those expenses paid or incurred by Landlord for maintaining, operating and repairing the Building and Leased Premises, and shall include, without limitation, the cost of electric utility service, ventilation and air-conditioning, water, window cleaning, janitorial service, insurance, including but not limited to fire insurance, with full extended coverage (all risk), up to one (1) For each calendar month occurring during any such calendar year’s casualty rent insurance, Tenantpublic liability insurance, worker’s compensation insurance, or elevator insurance carried by the Landlord and applicable to the Leased Premises; taxes, as hereinafter defined in ¶4.4; painting and decorating, garbage disposal service, snow removal, security services, landscaping, customary management fees paid to bona fide third parties, cost of wages to be allocated if work is performed on multiple sites and salaries of all persons engaged in the first (1st) day of such calendar monthoperation, 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 maintenance and from time to time during any calendar year, reduce the amount repair of the Monthly Estimated OE Payment for such calendar yearLeased Premises, and (B) so-called fringe benefits, including social security taxes, unemployment insurance taxes, cost for providing coverage for disability benefits, cost of any pensions, hospitalization, welfare or retirement plans or any other similar or like expenses incurred under the balance provisions of any collective bargaining agreement, or any other commercially reasonable cost or expense which Landlord pays or incurs to provide benefits for employees so engaged in the operation, maintenance and repair of the first calendar year occurring within the Term (i.e.Leased Premises, the period commencing on the Commencement Date and ending on December 31charges of any independent contractor who, 2004)under contract with Landlord or its representatives, the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for does any calendar year which ends later than the last day of the Termwork of operating, maintaining or repairing of the Monthly Estimated OE Payments Leased Premises, reasonable legal and accounting expenses, or any other expense or charge whether or not hereinbefore mentioned, which in accordance with generally accepted accounting and management principles would be considered as an expense of maintaining, operating or repairing the Leased Premises, inclusive of replacement costs, which replacement costs shall be 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided not include those which are properly capitalized in Section 2.2(f). ________________________________________________________________________________________________________________________accordance with sound accounting practice and

Operating Expenses. (a) For each calendar year occurring during the 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 amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 1,2004 and ending on December 31, 200431,2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 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, 200431,2004), the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during Throughout the Term, Tenant shall pay to Landlordon a monthly basis, without demand, as Additional RentRent for the Premises, an amount equal 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 Tenant’s Occupancy Percentage 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 such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). Howeverforthcoming year, (i) for On the first calendar day of each month during such year, Tenant shall pay one-twelfth (1/12/th/) of Tenants Proportionate Share of the estimated Operating Expenses for 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 occurring within during 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 amounts paid or incurred on, or subsequent to, by the Commencement Date, and as the case may be), then., until the first day of the calendar month following the month in which Tenant is given Landlords estimate of Operating Expenses, Tenant shall continue to pay to Landlord on the 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. (ii2) for any calendar On the first day of March of each year which ends during the Term, or as soon thereafter as reasonably practical but in no event later than the last first day of June of each year, Landlord shall furnish to Tenant a statement of the Term, actual Operating Expenses for the Tenant’s preceding year (the "Operating Expense Share shall be prorated ----------------- 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 correspond to that portion employ for such audit ("Auditor"). Within thirty ------- (30) days after the delivery of such calendar year occurring within the Term. (b) Tenant shall pay Tenant’s Operating Expense Statement, a lump sum payment will be made by Tenant equal to the amount, if any, by which Tenant's Proportionate Share for each such calendar year of the actual Operating Expenses exceeds the amount, if arty, which Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) above. If Tenant's Proportionate Share of the following provisions: (1actual ------------------ Operating Expenses is less than the amount Tenant has paid toward the estimated Operating Expenses pursuant to Section 4.01(a)(1) For each calendar month occurring during any above, Landlord shall apply ------------------ such calendar yearamount to the next accruing installments of Rent due hereunder or, Tenantin the event that the Term has expired or been earlier terminated Landlord shall reimburse Tenant for the overpayment within 30 days after delivery of the statement. The foregoing notwithstanding, on Landlord shall have 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 right from time to time during any year, but not more frequently than twice in any calendar year, reduce to notify Tenant in writing of any change in Landlord's estimate. of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount of the Monthly Estimated OE Payment for shown in such calendar yearnotice and shall be effective, and (B) for the balance of due from Tenant, on the first calendar day of each month following Landlord's giving of such notice. The effect of this Section 4.01(a) is that Tenant will pay during --------------- each year occurring within during the Term Tenant's Proportionate Share of actual Operating Expenses. Tenant's and Landlord's obligations hereunder shall survive expiration or earlier termination of this Lease. (i.e., the period commencing on 3) If the Commencement Date and ending occurs on December 31a date other than the first day of January, 2004)or if the Term ends on a date other than the last day of December, the Monthly Estimated OE Payments shall be in actual Operating Expenses for the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month year in which the Commencement Date or the Expiration Date occurs, and (C) as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for any calendar such year represented by a fraction, the numerator of which ends later than shall be the last day number of days during such fractional year filling within the Term, and the Monthly Estimated OE Payments denominator of which is 365 (or 366, in the case of a leap year ). The provisions of this Section 4.01 shall be made only survive the Expiration Date or any sooner ------------ termination provided for calendar months during such calendar year occurring within the Termin this Lease. (2b) Any overpayment As used in this Lease, "Operating Expenses" means all expenses, ------------------ costs, and disbursements of every kind which Landlord incurs, pays or underpayment becomes obligated to pay in connection with the operation, repair, and maintenance of Tenant’s Operating Expense Share for any calendar year the Building and the Land (provided that Landlord shall allocate between the Building and Fair Lakes South expenses associated with the maintenance of the Land based on the Monthly Estimated OE Payments on account thereof 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 reconciled after determined according to generally accepted accounting principles (which shall be consistently applied) and shall include. but are not limited to, the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________following:

Operating Expenses. (a) For each calendar year occurring during Throughout the Term, Tenant shall pay to Landlordon a monthly basis, without demand, as Additional RentRent for the Premises, an Tenant's Proportionate Share of the amount equal by which Operating Expenses (as defined in Section 4.01(b) hereof) exceed the Base Operating Expenses Amount. Such payments shall be made as follows: (1) Prior to Tenant’s Occupancy Percentage the Commencement Date and on the first day of January of each year during the Term, or as soon thereafter as is reasonably practicable, Landlord shall furnish Tenant with Landlord's estimate of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)forthcoming year. However, (i) for On the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Termeach month during such year, 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 Tenant's Proportionate Share of the difference between the estimated Operating Expenses for such year and the Base Operating Expenses Amount. If for any reason Landlord has not provided Tenant with Landlord’s good-faith '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 month following the month in which Tenant is given Landlord's estimate of Tenant’s Operating Expense Share for such calendar year as shown Expenses, Tenant shall continue to pay to Landlord on the Final Budget first day of each calendar month the monthly sum payable by Tenant under this Section 4.01 for such calendar 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, Landlord shall furnish to Tenant a reasonably detailed statement of the actual Operating Expenses for the preceding year. Within thirty (such payments on account being herein called 30) days after the “Monthly Estimated OE Payments”). Howeverdelivery of that statement, (A) Landlorda lump sum payment will be made by Tenant equal to the amount, if any, by notice 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, mayLandlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, at any time and Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, reduce to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. The effect of this Section 4.01(a) is that Tenant will pay during each year during the Term Tenant's Proportionate Share of actual Operating Expenses in excess of the Monthly Estimated OE Payment for such calendar year, and Base Operating Expenses Amount. (B3) for the balance of the first calendar year occurring within the Term (i.e., the period commencing on If the Commencement Date and ending occurs on December 31a date other than the first day of January, 2004)or if the Term ends on a date other than the last day of December, the Monthly Estimated OE Payments shall be in actual Operating Expenses for the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month year in which the Commencement Date or the Expiration Date occurs, and (C) as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for any calendar such year represented by a fraction, the numerator of which ends later than shall be the last day number of days during such fractional year falling within the Term, and the Monthly Estimated OE Payments denominator of which is 365 (or 366, in the case of a leap year). The provisions of this Section 4.01 shall be made only survive the Expiration Date or any sooner termination provided for calendar months during such calendar year occurring within the Termin this Lease. (2b) Any overpayment As used in this Lease, "Operating Expenses" means all reasonable expenses, costs, and disbursements of every kind which Landlord incurs, pays or underpayment becomes obligated to pay in connection with the ownership, operation, repair, and maintenance of Tenant’s the Building, which cost 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 may reasonably consider necessary or beneficial for the operation of the Building. All Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof Expenses shall be reconciled after determined according to Generally Accepted Accounting Principles (GAAP) (which shall be consistently applied) and shall include, but are not limited to, the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________following:

Operating Expenses. (aA. With respect to the Eleventh Floor Initial Space only, Paragraphs 3(b) For each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage and 3(c) of the Lease is hereby amended to provide that the Real Estate Taxes and Base Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) Charges for the first calendar year occurring within the Term (i.e., Eleventh Floor Initial Space shall be based on the calendar year commencing on January 1, 2004 2000. The percentage of increase in the Real Estate Taxes and ending on December 31, 2004), the percentage of increase in the Operating Expenses Costs over the base year allocable to the Eleventh Floor Initial Space will be 3.87%. The method of computation of the increases of the Real Estate Taxes and the Operating Costs shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, same as stated in Paragraphs 3(b) and (ii3(c) for any calendar year which ends later than the last day of the TermLease. B. With respect to the Ninth Floor Space only, Paragraphs 3(b) arid 3(c) of the Tenant’s Lease is hereby amended to provide that the Real Estate Taxes and Base Operating Expense Share Charges for the Ninth Floor Space 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof calendar year 2001. The percentage of increase in the Real Estate Taxes and the percentage of increase in the Operating Costs over the base year allocable to the Ninth Floor Space will be 3.21%. The method of computation of the increases of the Real Estate Taxes and the Operating Costs shall be reconciled after the end same as stated in Paragraphs 3(b) and 3(c) of such the Lease. C. With respect to the Eleventh Floor Expansion Space only, Paragraphs 3(b) and 3(c) of the Lease is hereby amended to provide that the Real Estate Taxes and Base Operating Charges for the Eleventh Floor Expansion Space shall be based on the calendar year 2002. The percentage of increase in the Real Estate Taxes and the percentage of increase in the Operating Costs over the base year allocable to the Eleventh Floor Expansion Space will be 3.57%. The method of computation of the increases of the Real Estate Taxes and the Operating Costs shall be the same as provided stated in Section 2.2(f). ________________________________________________________________________________________________________________________Paragraphs 3(b) and 3(c) of the Lease.

Operating Expenses. (a) For each calendar year occurring during During the Termfirst Option Period, Tenant shall pay to Landlordfor Tenant’s Pro Rata Share of Operating Expenses in accordance with the terms of the Lease, including without limitation, the cap on Tenant’s Pro Rata Share of Operating Expenses as set forth in Section 6 of the First Amendment (which by its terms, as Additional Rentmodified by Section 6 of the Second Amendment, an amount equal applies only to the Original Premises (as defined in the Second Amendment) and does not apply to the Expansion Space (as defined in the Second Amendment) (the “Original Premises CAM Cap”). (b) In addition to the Original Premises CAM Cap, during the first Option Term, Tenant’s Occupancy Percentage Pro Rata Share of Operating Expenses attributable to the Expansion Space shall not increase by more than 5% per calendar year on a compounding and cumulative basis throughout the first Option Term, prorated and adjusted for any partial years (e.g. Tenant’s Pro Rata Share of Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “2015 shall not exceed 105% of Tenant’s Pro Rata Share of Operating Expense Share”Expenses for 2014; Tenant’s Pro Rata Share of Operating Expenses for 2016 shall not exceed 105% of the maximum allowable amount of Tenant’s Pro Rata Share of Operating Expenses permitted for 2015; etc.). HoweverIf Tenant exercises one or more of the remaining Extension Option(s) provided in Section 8 of the First Amendment, (i) then Tenant’s Pro Rata Share of Operating Expenses during each Option Term shall be subject to the foregoing 5% per annum cap, with the cap on Tenant’s Pro Rata Share of Operating Expenses for the first calendar year occurring within during each Option Term to be 5% in excess of the Term (i.e., maximum allowable amount of Tenant’s Pro Rata Share of Operating Expenses permitted for the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 the Monthly Estimated OE Payment for such calendar year, and (B) for the balance of immediately preceding the first calendar year occurring within of the Term applicable Option Term; provided, however, Landlord shall have the right, by written notice delivered to Tenant no later than sixty (i.e.60) days prior to the commencement date of the applicable Option Term, to designate that the period commencing cap 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 only on Tenant’s Pro Rata Share of Operating Expenses for the first (1st) day calendar year during such Option Term shall instead be 5% in excess of each calendar month occurring after the actual Tenant’s Pro Rata Share of Operating Expenses for the calendar month in which year immediately preceding the Commencement Date occurs, and (C) for any first calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Option Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Landlord Tenant’s Occupancy Percentage Proportionate Share of all of the Operating Expenses for such calendar year (as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (idefined) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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) Property. Tenant shall pay Tenant’s Operating Expense Share for each make such calendar year pursuant to the following provisions: (1) For each calendar month occurring during any such calendar year, Tenant, payments in equal monthly installments 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 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 each month commencing on the Commencement Date. This amount shall be prorated for any partial month, from the Commencement Date and ending on December 31, 2004), continuing throughout the Monthly Estimated OE Payments shall be in the amount set forth on Exhibit C hereto, and shall be payable only Term on the first (1st) day of each calendar month occurring after during the calendar month in which Term, as Additional Rent, without notice, demand or setoff. The amount of the Commencement Date occurs, and (C) for any Operating Expenses represents Tenant’s Proportionate Share of the estimated Operating Expenses during each calendar year which ends later than on an annualized basis. Landlord anticipates that Tenant’s Proportionate Share of Operating Expenses shall be $2.25 per square foot of the last day Premises due the first calendar year of the Term. 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 sale of the Property), Landlord shall endeavor to provide Tenant with a statement of the Monthly Estimated OE Payments shall be made only actual amount of such Operating Expenses for calendar months during such the preceding calendar year occurring or part thereof and Tenant’s Proportionate Share thereof (the “O perating E xpense Statement”). Landlord or Tenant shall pay to the other the amount of any deficiency or overpayment then due from one to the other within the Term. thirty (230) Any overpayment or underpayment days of Tenant’s receipt of the Operating Expense Share 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 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 based on the Monthly Estimated OE Payments on account thereof year, to 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 reconciled 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 year-end statement. Tenant shall provide Landlord with a copy of the auditors report within ten (10) days after the end audit. If the results of such calendar year as Tenant's audit show that Tenant has overpaid Operating Expenses, provided Tenant is not in Section 2.2(f)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 amounts due, unless Landlord in good faith disputes Tenant's finding. ________________________________________________________________________________________________________________________Nothing contained herein shall permit Tenant any right of deduction or set-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. (a) For each calendar year occurring during the 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 amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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, Commencing on the first (1st) day of such the thirteenth (13th) full calendar monthmonth following the Commencement Date, and on the first day of each calendar month thereafter during the remainder of the term of this Lease, Tenant shall pay as Additional Rent Tenant’s 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 on account of Tenant’s Operating Expense Share such Additional Rent equal to one-twelfth (1/12th1/12) 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 good-faith estimate of previously given to 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, maymay revise the estimate for such Excess, and subsequent payments by Tenant for such Excess shall be based upon such revised estimate. (b) Within 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 with reasonable additional detail concerning the questioned items. Pending the determination of such dispute, Tenant shall pay without delay the full amount of the Additional Rent payable by Tenant in accordance with each such statement that ▇▇▇▇▇▇ is disputing. Any overpayment shall be 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 ▇▇▇▇▇▇ on a non-contingent fee basis and who is reasonably acceptable to Landlord, shall have the right, during regular business hours and after giving at any time least ten (10) days’ advance written notice to Landlord, to inspect and from time complete an audit of Landlord’s books and records relating to time during any Basic Costs for the immediately preceding calendar year. Tenant shall (and shall cause its employees, reduce agents and consultants to) keep the results of any such audit strictly confidential. If such audit or audited statement shows that the amounts paid by Tenant to Landlord on account of Basic Costs or Tenant’s Proportionate Share of Basic Costs exceed the amounts to which Landlord is entitled hereunder, Landlord shall credit the amount of such excess toward the Monthly Estimated OE Payment next monthly payments of ▇▇▇▇▇▇’s Proportionate Share for Basic Costs due hereunder. All costs and expenses of any such calendar yearaudit or audited statement shall be paid by Tenant unless the audit or audited statement determines that the amount overpaid by the Tenant exceeds the amounts properly due by more than five percent (5.0%). In such a case, and (B) for the balance all of the first calendar year occurring within costs of the Term (i.e., audit or of the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments audited statement shall be borne by Landlord (up to $1,500.00) in addition to and not in lieu of the amount credit of such overpayment to the next monthly payments of ▇▇▇▇▇▇’s Proportionate Share for Basic Costs as set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termabove. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. Prior to the commencement of each Lease Year (a) For each calendar year occurring during in this paragraph called a "Fiscal Year"), or as soon thereafter as is reasonably possible, the Term, Landlord shall furnish to the Tenant an estimate of the Project Operating Expenses and the Building Operating Expenses for such Fiscal Year and the Tenant shall pay to Landlordthe Landlord on the first day of each month of such Fiscal Year during the Term and any renewal the amount, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage calculated by the Landlord which is one-third (1/3) of the Project Proportionate Share of such Project Operating Expenses and one-third (1/3) of the Building Proportionate Share of such Building Operating Expenses, subject to making due adjustment where the Term did not subsist during the whole of such Fiscal Year. In the event that the actual Project Operating Expenses in any Fiscal Year exceed the estimate of the Project Operating Expenses made by the Landlord for such Fiscal Year, the Tenant agrees to pay within fourteen (14) days of written demand the Project Proportionate Share of such excess. In the event that the actual Building Operating Expenses in any Fiscal Year exceed the estimate of the Building Operating Expenses made by the Landlord for such Fiscal Year, the Tenant also agrees to pay within fourteen (14) days of written demand the Building Proportionate Share of such excess. The Landlord shall give credit to the Tenant for the amount of any overpayment made by the Tenant occasioned by the actual Project Operating Expenses for such calendar year as hereinafter provided (Fiscal Year being less than the amount so payable estimate of the Project Operating Expenses for such Fiscal Year or by Tenant the actual Building Operating Expenses for such Fiscal Year being herein called “Tenant’s less than the estimate of the Building Operating Expense Share”)Expenses for such Fiscal Year. However, (i) for Upon the first calendar year occurring within expiry of the Term (i.e., and the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Operating Expenses fulfilment by the Tenant of all of its obligations under this Lease any excess shall be deemed refunded to consist only the Tenant. The certificate of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day an officer of the TermLandlord shall, 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 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 heretoevent of dispute, be conclusive and shall be binding upon the Landlord and the Tenant as to any amounts payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termunder this paragraph 5. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant 5.1. LESSEE shall pay to LandlordLESSOR, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage LESSEE'S Proportionate Share of all of LESSOR'S Operating Expenses for 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, LESSOR shall determine or estimate LESSOR'S Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s "LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a written statement ("LESSOR'S Expense Share”Statement"). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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, 5.3. Commencing on the first (1st) day Basic Rent Payment Date following the submission of such calendar monthany LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the next LESSOR'S Expense Statement, LESSEE shall make a payment pay to LESSOR on account of Tenant’s Operating its obligation under Section 5.1 of this Lease, a sum (the "Monthly Expense Share Payment") equal to one-twelfth (1/12th1/12) of Landlord’s good-faith estimate LESSEE'S Proportionate Share of Tenant’s LESSOR'S Estimated 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 the Monthly Estimated OE Payment Expenses for such calendar year, and (B) for . LESSEE'S first Monthly Expense Payment after receipt of LESSOR'S Expense Statement shall be accompanied by the balance payment of an amount equal to the product of the first calendar year occurring number of full months, if any, 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day of the Termshall have elapsed prior to such first Monthly Expense Payment, times the Monthly Estimated OE Payments 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 covered thereby. Any balance due to LESSOR shall be made only for calendar months during such calendar year occurring paid by LESSEE within the Term. thirty (230) Any overpayment or underpayment days after LESSEE'S receipt of Tenant’s Operating LESSOR'S Expense Share for Statement; any calendar year based on the Monthly Estimated OE Payments on account thereof surplus due to LESSEE shall be reconciled after applied by LESSOR against the end of such calendar year as provided in Section 2.2(fnext accruing monthly installment(s). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during During the Termterm of this Lease, Tenant shall pay to Landlord, as Additional Monthly Rent, an amount equal to Tenant’s Occupancy Percentage 's percentage share of the all Operating Expenses for such calendar year (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 (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 (the amount so 1.74%). The Additional Monthly Rent payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (ipursuant to this Paragraph 34(a) for the 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 amounts calculated and paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 in accordance with the following provisionsprocedures: (1) For each calendar month occurring during any such calendar yearOn or before the Commencement Date, Tenantor as soon thereafter as practicable, and on or before the first (1st) day each subsequent calendar year during the term of such calendar monththis Lease, or as soon thereafter as practicable, Landlord shall make a payment on account of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) give Tenant written notice of Landlord’s good-faith 's 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 the Monthly Estimated OE Payment for such calendar year, and (Bpayable under this Paragraph 34(a) for the balance of the first calendar year occurring within after the Term (i.e.Commencement Date or for the ensuing calendar year, as the period commencing case may be. Tenant shall pay such estimated amount to Landlord in equal monthly installments, in advance on or before 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 only on or before the first (1st) day of each month during such balance of the first calendar month occurring year after the calendar month in which the Commencement Date occursor during each ensuing calendar year, and (C) as the case may be. If such notice is not given for any calendar year which ends later than year, Tenant shall continue to pay on the last day basis of the Termprior year's estimate until the month after such notice is given, the Monthly Estimated OE Payments and subsequent payments by Tenant shall be made only based on Landlord's current estimate. If at any time it appears to Landlord that the amount payable under this Paragraph 34 (a) for calendar months during such the current calendar year occurring within the Termwill 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 on such revised estimate. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled Within a reasonable time after the end of each calendar year, Landlord shall give Tenant a written statement of the amount payable by Tenant under this Paragraph 34(a) for such calendar year as provided in Section 2.2(fcertified by Landlord. If such statement shows 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 payable by Tenant under this Paragraph 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, Tenant shall pay the deficiency to Landlord `within ten (10) days after delivery of such statement. Tenant or Tenant's authorized agent or representative shall have the 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 at 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. (a) For each calendar year occurring during the Term, The Tenant shall pay to Landlordthe Landlord by way of additional rent hereunder, as Additional Rentin the manner specified In this clause, an amount equal to Tenant’s Occupancy Percentage a proportionate share of all Operating Expenses paid or Incurred by the Landlord during and In respect of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “term of this Lease. The Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), 's proportionate share of Operating Expenses shall be deemed an amount that bears to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than said Operating Expenses the last day same proportion as the Floor Area of the Term, Premises bears to the Tenant’s Operating Expense Share shall be prorated to correspond to that portion Gross Leasable Area of such calendar year occurring within the TermShopping 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 Tenant’s Operating Expense Share for 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 calendar year 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 following provisionsprovisions 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 (or any of the individual Items making up the 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: (1I) For each calendar month occurring during any such calendar yearnotwithstanding the definition In sub-clause 21 (a) above, Tenant, if the Tenant Is located on the first (1st) day Office Level the Tenant shall also pay a proportionate share of such calendar monthOffice Level expenses. * Proportionate share as herein defined means at any particular time the fraction, shall make a payment on account the numerator of Tenant’s Operating Expense Share equal to one-twelfth (1/12th) which is the Floor Area of Landlord’s good-faith estimate the Premises and the denominator of Tenant’s Operating Expense Share for such calendar year as shown which is the aggregate of the Floor Areas of all premises on the Final Budget for such calendar year (such payments Office Level. Office Level expenses shall Include; * the cost of electric light and power supplied to the Premises monthly based on account being herein called the “Monthly Estimated OE Payments”). However, (A) Landlord, electric light and power requirements of the Tenant on a pro rata or other basis as determined by notice to Tenant, may, at any time and the Landlord from time to time during any calendar yearthe Lease term and billed by the Landlord to the Tenant; and * the cost of cleaning, reduce maintaining and servicing In all respects all electric lighting fixtures In the amount Premises, Including the cost of periodic replacement of electric light bUlbs, tubes, starters and ballasts In the Premises. Only the Landlord may carry out such cleaning. maintaining, servicing and replacement. * the cost of cleaning the offices if said cleaning is carried out by the Landlord. * an administration overhead charge equal to 15% of 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termabove costs. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant 4.1. LESSEE shall pay to LandlordLESSOR, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for any calendar year during the Term. LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for less than a year shall be prorated and apportioned. 4.2. On or about the Commencement Date, and thereafter within ninety (90) days following the first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate LESSEE'S Proportionate Share of LESSOR'S Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s "LESSOR'S Estimated Operating Expenses") and shall submit such information to LESSEE in a written statement ("LESSOR'S Expense Share”Statement"). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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, 4.3. Commencing on the first (1st) day Basic Rent Payment Date following the submission of such calendar monthany LESSOR'S Expense Statement and continuing thereafter until LESSOR renders the next LESSOR'S Ex­pense Statement, LESSEE shall make a payment pay to LESSOR on account of Tenant’s Operating its obligation under Section 4.1 of this Lease, a sum (the "Monthly Expense Share Payment") equal to one-twelfth (1/12th1/12) of Landlord’s good-faith estimate LESSEE'S Propor­tionate Share of Tenant’s LESSOR'S Estimated Operating Expense Share 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 as shown 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 the Final Budget account of its obligation under Section 4.1 of this Lease for such calendar year. 4.4. LESSOR shall use reasonable efforts to deliver to LESSEE within 120 days after each calendar year a statement of the final Operating Expenses for the immediately preceding calendar year which shall reconcile the payments made by LESSEE for such calendar year. Any balance due to LESSOR shall be paid by LESSEE within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; any surplus due to LESSEE shall be applied by LESSOR against the next accruing monthly installment(s) of Additional Rent due under this Article. If the Term has expired or has been terminated, LESSEE shall pay the balance due to LESSOR or, alternatively, LESSOR shall refund the surplus to LESSEE, whichever the case may be, within thirty (30) days after LESSEE'S receipt of the final LESSOR'S Expense Statement; provided, however, if the Term shall have been terminated as a result of a default by LESSEE, then LESSOR shall have the right to retain such payments on account being herein called surplus to the “Monthly Estimated OE Payments”)extent LESSEE owes LESSOR any Basic Rent or Additional Rent. 4.5. However, (A) Landlord, by notice LESSEE or its representative shall have the right to Tenant, may, examine LESSOR'S books and records with respect to the reconciliation of LESSOR'S Operating Expenses for the prior calendar year set forth in the final LESSOR'S Expense Statement during normal business hours at any time within thirty (30) days following the delivery by LESSOR to LESSEE of such final LESSOR'S Expense Statement. Unless LESSEE shall give LESSOR a notice objecting to said reconciliation and from time specifying the respects in which said reconciliation is claimed to time during be incorrect within ten (10) days after the date of said examination, said reconciliation shall be considered as final and accepted by LESSEE. Notwithstanding anything to 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 thereon; said payment is a condition precedent to said examination and/or dispute. (a) If LESSOR shall receive any refund of Taxes in respect of a calendar year and if LESSEE shall have paid Additional Rent pursuant to this Article 4 for said calendar year, reduce LESSOR shall credit to LESSEE LESSEE'S Proportionate Share of such refund (based upon the portion of said Taxes paid by LESSEE) against the next accruing monthly installment(s) of Additional Rent due under this Article, or if the Term shall have expired, LESSEE'S Proportionate Share of such refund shall be refunded to LESSEE within thirty (30) days after receipt thereof by LESSOR; provided, however, if the Term shall have expired as a result of a default by LESSEE, then LESSOR shall have the right to retain LESSEE'S Proportionate Share of the refund to the extent LESSEE owes LESSOR any Basic Rent or Additional Rent. (b) while proceedings for the reduction in assessed valuation for any year are pending, the computation of the Taxes shall be based upon the original assessments for such year. (c) Notwithstanding anything to the contrary contained in this Lease, LESSEE shall not have the right to contest or appeal the validity of any Taxes or the amount of the Monthly Estimated OE Payment for such calendar yearassessed valuation of the Premises without the prior written consent of LESSOR. 4.7. In no event shall any adjustment in LESSEE'S obligation to pay Additional Rent under this Article 4 result in a decrease in the Basic Rent payable hereunder. LESSEE'S obligation to pay Additional Rent, and (B) for LESSOR'S obligation to credit and/or refund to LESSEE any amount, pursuant to the balance provisions of this Article 4, shall survive the Termination Date. 4.8. LESSEE shall also pay to LESSOR, as Additional Rent, upon demand, the amount of any increase in LESSOR'S Operating Expenses which is attributable to LESSEE'S use or manner of use of the first calendar year occurring within Demised Premises, to activities conducted on or about the Term (i.e.Demised Premises by LESSEE or on behalf of LESSEE or to any additions, improvements or alterations to the period commencing Demised Premises made by or 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 only on the first (1st) day behalf of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the TermLESSEE. (2) Any overpayment or underpayment 4.9. The provisions of Tenant’s Operating Section 29.3 shall apply to LESSOR'S Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________Statement.

Operating Expenses. (a) For each calendar year occurring during Notwithstanding anything to the Termcontrary in the Lease, as amended hereby, effective as of the Extended Term Commencement, Section 3(e) of the Lease shall be of no further force and effect. Commencing on the Extended Term Commencement Date, Tenant shall pay to LandlordLandlord in accordance with the terms and conditions set forth herein, throughout the Extended Term, as Additional Rentadditional rental, an amount equal to Tenant’s Occupancy Percentage 's pro rata share of the Operating Expenses for such amount by which the amount of operating expenses (as defined in Section 3(f) of the Lease) with respect to any given calendar year as hereinafter provided (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 so payable of operating expenses to be paid by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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, and Tenant shall make a payment on account of Tenant’s Operating Expense Share equal pay to Landlord one-twelfth (1/12th1/12) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share for such calendar year as shown sum on the Final Budget for first day of each calendar month during each 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 or part thereof, during the Extended Term. Within a reasonable time after the end of each calendar year, Landlord shall submit to Tenant a statement of the actual amount of the Monthly Estimated OE Payment operating expenses 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 actual amount set forth on Exhibit C heretoowed by Tenant, and within thirty (30) days after receipt of such statement, Tenant shall be payable only on pay any deficiency between the first (1st) day of each calendar month occurring after actual amount owed and the calendar month in which 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 made only for calendar months estimates paid during such calendar year, or in the event of overpayment, Landlord shall either, at Landlord's option, credit the amount of such overpayment toward the next installment of operating expenses and/or Base Rental owed by Tenant or refund such overpayment to Tenant; provided, however, any overage due Tenant during the last year occurring within of the Term. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof Extended Term shall be reconciled after the end of such calendar year as provided in Section 2.2(f)refunded to Tenant. ________________________________________________________________________________________________________________________The obligations in

Operating Expenses. Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds 2010 actual Basic Costs (the “Expense Stop”), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term“Annual Operating Statement”) reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during If the TermOperating Expenses for any Comparative Year shall be greater than the Operating Expenses for the Base Year, Tenant shall pay to LandlordOwner, as Additional Rent for such Comparative Year, in the manner hereinafter provided, an amount equal to the Percentage of the excess (the “Expense Payment”). Following the expiration of each Comparative Year, Owner shall submit to Tenant a statement setting forth the Operating Expenses for the preceding Comparative Year, the expenses for the Base Year, and the Expense Payment, if any, due to Owner from Tenant for such Comparative Year. If such statement shows an Expense Payment due from Tenant to Owner with respect to the preceding Comparative Year then (i) Tenant shall make payment of any unpaid portion within ten (10) days after receipt of such statement; and (ii) Tenant shall also pay to Owner, as Additional Rent, within ten (10) days after receipt of such statement, an amount equal to Tenant’s Occupancy Percentage the product obtained by multiplying the total Expense Payment for the preceding Comparative Year by a fraction, the denominator of which shall be twelve (12) and the numerator of which shall be the number of months of the Operating Expenses for current Comparative Year which shall have elapsed prior to the first day of the month immediately following the rendition of such calendar year statement; and (iii) Tenant shall also pay to Owner, as hereinafter provided (Additional Rent, commencing as of the amount so payable by Tenant being herein called “Tenant’s Operating first day of the month immediately following the rendition of such statement and on the first day of each month thereafter until a new statement is rendered, 1/12th of the total Expense Share”). However, (i) Payment for the 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 preceding Comparative Year. The payments required to be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and made under (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share and (iii) above shall be prorated credited toward the Expense Payment due from Tenant for the then current Comparative Year, subject to correspond to that portion of such calendar year occurring within adjustment as and when 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 statement 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, current Comparative Year is rendered by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the TermOwner. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For Prior to commencement of each calendar year occurring during the TermOperating Year or as soon thereafter as is reasonably possible, Landlord will furnish to Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage estimate of the Operating Expenses for such calendar year as hereinafter provided Operating Year and if the same shall be in excess of the Base Operating Expenses, the installments of 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 seventy-three and five one hundredths percent (73.5%) (during the First Term) or forty and five one hundredths percent (40.5%) (during the Second Term) of such excess (the "Tenant's Estimated Share"), and Tenant shall make payment thereof to Landlord accordingly. After the end of each Operating Year, the Landlord shall furnish to Tenant a statement of Landlord's actual Operating Expenses for such Operating Year, and Tenant shall pay to Landlord an amount so equal to seventy-three and five one hundredths percent (73.5%) (during the First Term) or forty and five one hundredths percent (40.5%) (during the Second Term) of the excess of such Operating Expenses over the Base Operating Expenses ("Tenant's Actual Share"). If Tenant's 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 statement. If Tenant's Actual Share is less than the amount paid by Tenant to Landlord as Tenant's Estimated Share, then Landlord shall refund the excess to Tenant within fourteen (14) days after delivery of such statement. Tenant shall have the right to examine, at its expense, the Landlord's records with respect thereto in the Landlord's office for a period of sixty (60) days from the Tenant's receipt of such statement. Tenant shall not have the right to examine such records thereafter. 2.01. If this Lease shall terminate other than on the expiry of an Operating Year in any Operating Year, then in computing the amount payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) under this Article for the first calendar year occurring within period from the Term (i.e.commencement of the Operating Year in which the Lease terminates until the date of termination, the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Base Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, deducted from the Commencement Date, Operating Expenses for such Operating Year and (ii) for any calendar year which ends later than the last day of 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 one-three hundred sixty-fifth (1/365) of seventy-three and five one hundredths percent (73.5%) 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, Operating Year during which this Lease shall make a payment on account of Tenant’s Operating Expense Share equal to have been in full force and effect during the First Term and one-twelfth three hundred sixty-fifth (1/12th1/365) of Landlord’s good-faith estimate forty and five one hundredths percent (40.5%) of Tenant’s Operating Expense Share for such calendar year as shown on sum during the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”)Second Term. However, (A) Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount The obligations of the Monthly Estimated OE Payment for such calendar year, and (B) for parties hereto to adjust sums owed pursuant to this Article shall survive the balance expiration of the first calendar year occurring within term of this Lease Failure of Landlord to furnish a statement of actual Operating Expenses or to give notice of an adjustment to Annual Rent under this 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) Base Rent for any calendar year which ends preceding period, provided, however, that Landlord agrees to give any such statement no later than 12 months from the last day expiration of the Term, the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within the Termany Lease Year. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring From and after the Commencement Date, during the Term, the Tenant shall pay to the Landlord, as Additional Rent, an amount equal to the Tenant’s Occupancy Percentage Operating Expenses Allocable to the Premises, as hereinafter defined, in accordance with this Section 3.3. The following terms shall have the meanings indicated or referred to below: (a) [***]: i. [***]. (b) [***]. (c) [***]: a. [***]; b. [***]; c. [***]; d. [***]; e. [***]; f. [***]; g. [***]; h. [***]; i. [***]; j. [***]; k. [***]; l. [***]; and/or m. [***]. Payments by the Tenant for its share of the Operating Expenses for such the Property shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent. The amount so to be paid to the Landlord shall be an amount from time to time reasonably estimated by the Landlord to be sufficient to aggregate a sum equal to the Tenant’s share of the Operating Expenses for the Property for the applicable calendar year. Within a reasonable period of time after the end of each calendar year as hereinafter provided (not to exceed 180 days) or fraction thereof at the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day end of the Term, the Landlord shall render the Tenant a statement in reasonable detail showing for the preceding calendar year or fraction thereof, as the case may be, the Operating Expenses for the Property and the Tenant’s Operating Expense Share Expenses Allocable to the Premises. Said statement to be rendered to the Tenant also shall be prorated to correspond to that portion of such show for the preceding calendar year occurring within of Landlord or fraction thereof, as the Term. case may be, the amounts of Operating Expenses already paid by the Tenant. If at the time such statement is rendered it is determined with respect to any calendar year or fraction thereof, that the Tenant has paid (bi) less than the Tenant’s Operating Expenses Allocable to the Premises or (ii) more than the Tenant’s Operating Expenses Allocable to the Premises, then, in the case of clause “(i)” the Tenant shall pay to the Landlord, as Additional Rent, within thirty (30) days of such statement the amounts of such underpayment and, in the case of clause “(ii)” the Landlord shall credit the amount of such overpayment against the next monthly installment of the Tenant’s Operating Expense Share for each such calendar year pursuant Expenses Allocable to the following provisions: Premises (1or refund such overpayment if the Term has expired or earlier terminated within thirty (30) For each calendar month occurring during days after such expiration or termination). After delivery to Landlord of at least thirty (30) days’ prior written notice, Tenant, at its sole cost and expense through any such accountant designated by it (so long as the same executes a confidentiality agreement in favor of Landlord and in form and substance reasonably acceptable to Landlord), shall have the right to examine and/or audit the books and records evidencing Operating Expenses and Tax Expenses for the previous 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 during 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, reasonable business hours at a time reasonably agreed to by notice to Tenant, may, at any time and from time to time Landlord but not more frequently than once during any calendar year, reduce the amount of 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For During the term of this Lease, Tenant shall pay as additional rent an amount (per each square foot within the Premises) equal to the excess ("Excess") from time to time by which the per square foot Basic Cost (which shall be calculated by dividing the Basic Cost by the total rentable square feet in the Building) exceeds the Base Year stop. Landlord, at its option, may collect such additional rent for each calendar year occurring in a lump sum, to be due and payable within thirty (30) days after Landlord furnishes to Tenant a statement of actual Basic Cost for the previous year, or, beginning with the first day of the thirteenth month following the Commencement Date, and on each January 1, thereafter, Landlord shall also have the option to make a good faith estimate of the Excess for each upcoming calendar year and may require the monthly payment of such additional rent equal to one-twelfth (1/12) of such estimate. (b) By May 1 of each calendar year during Tenant Ma occupancy and the Termcalendar 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 for any calendar year additional rent collected for the prior year as a result of Landlord's estimate of Basic Cost is (1) in excess of the 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 next year or refund to Tenant any overpayment, or (ii) less than the additional rent actually due during such prior year, then Tenant shall pay to Landlord, as Additional Renton demand, an any underpayment with respect to the prior year. (c) Each statement furnished by Landlord to Tenant shall be conclusive and binding upon Tenant unless, within sixty (60) 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. Pending the determination of such dispute, Tenant shall pay without delay the full amount equal to Tenant’s Occupancy Percentage of the Operating Expenses for such calendar year as hereinafter provided (the amount so additional rent payable by Tenant being herein called “in accordance with each such statement that Tenant is disputing. Without limiting the preceding sentence, Tenant’s Operating Expense Share”). However, (i) or a certified public accountant acting as Tenant's agent, shall have the right, during Landlord's normal business hours and after reasonable notice, to inspect the books and records of Landlord applicable to the determination of any statement of any additional rent payable by Tenant for the first calendar purpose of verifying in good faith the information contained in such statement for a period of up to one year occurring within after the Term (i.e., receipt of such statement by Tenant. In the calendar year commencing on January 1, 2004 and ending on December 31, 2004), event that Tenant's inspection discloses that Landlord's bill▇▇▇▇ ▇▇ Tenant for increased Operating Expenses exceeded by five percent (5%) the actual operating expenses attributable to Tenant, then Landlord shall be deemed to consist only of amounts paid or refund the difference as noted in subsection (b) and will pay Tenant for the reasonable expense incurred onfor an independent third-party in performing such inspection, or subsequent to, the Commencement Date, and (ii) for but in any calendar year which ends later event not more than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Term61,000.00. (bd) Should Tenant shall pay require any additional work or service, including but not limited to heating, ventilation and sir conditioning ("HVAC") furnished outside Landlord's normal operating hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, 8:00 a.m. to WOO p.m., Saturday, excluding holidays, Landlord may, upon reasonable advance notice by Tenant’s Operating Expense Share for each , furnish such calendar year pursuant additional services at a charge of $50.00 per hour, subject to upward adjustment due to increases in utilities and wage expenses, it being agreed that the Cost to the following provisions:Landlord of such additional services shall not be considered or treated as Basic Cost. (1e) 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, 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 la deemed by Landlord to be in exceed of Building standard usage or for any other reason, in which case the Cost of such metering shall be at Tenant's sole cost and from time to time during 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 calendar yearutility services that are separately metered as prescribed herein, reduce the amount of amid services which had been included in the Monthly Estimated OE Payment for such calendar year, and (B) for the balance calculation of the first calendar year occurring within Base Year Stop or the Term (i.e., the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments calculation of Basic Cost shall be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termexcluded therefrom. (2f) Any overpayment Notwithstanding any expiration or underpayment termination of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after this Lease prior to the end of such calendar year as provided in Section 2.2(f)the Lease Term, Tenant's obligations to pay any and all additional rent pursuant to this Lease shall continue and shall cover all periods up to the expiration or termination date of this Lease. ________________________________________________________________________________________________________________________Tenant's obligation to pay any and all additional rent or other sums owing by Tenant to Landlord under this Lease shall survive any expiration or termination of this Lease.

Operating Expenses. (a) For In addition to Base Rent payable by Tenant pursuant to Section 4, above, on the first day of each calendar year occurring during month beginning after the TermLease Commencement Date, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage without notice, demand, offset, or deduction, one-twelfth of the all Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Lease Commencement Date occurs, and for each calendar year thereafter during the Term, as estimated by Landlord in the most recently-delivered Estimated Statement (Cas 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 written statement (“Estimated Statement”) setting forth Landlord’s estimate of the Operating Expenses allocable to the ensuing calendar year (or portion thereof). Landlord may, at 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, 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 ends later 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 last day 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 Monthly Estimated OE Payments 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 year in which this Lease terminates, which shall be made only for calendar months during such calendar year occurring within the Term. one hundred twenty (2120) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled days after the end of such calendar year as provided year, Tenant shall promptly pay any increase due over the estimated expenses paid by Tenant pursuant hereto and conversely any overpayment made in Section 2.2(fTenant’s estimated payments shall be promptly rebated by Landlord to Tenant. Notwithstanding the foregoing, if Landlord fails to provide the Actual Statement within thirty (30) days after written notice from Tenant that Landlord did not deliver the Actual Statement by the applicable date set forth herein, Landlord shall not have the right to collect from Tenant any underpayment of Tenant’s Proportionate Share of 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 the Operating Expenses actually incurred by Landlord and in the event that Landlord shall collect more than one hundred percent (100%). ________________________________________________________________________________________________________________________, Landlord shall promptly reimburse to Tenant, T▇▇▇▇▇’s Proportionate Share of any such excess to the extent paid by T▇▇▇▇▇.

Operating Expenses. a) Tenant's Share. (a) For each calendar year occurring during Tenant's share of Building Operating Expenses ("Tenant's Building Share") is hereby mutually agreed to be that percentage set forth in the Term, Basic Lease Information. Tenant shall pay to Landlord, as Additional Rent, an amount equal Rent Tenant's Building Share of Building Operating Expenses for any calendar year after the Base Calendar Year to Tenant’s Occupancy Percentage of the extent that Building Operating Expenses for such calendar year as hereinafter provided (exceed the amount so payable by Tenant being herein called “Tenant’s Building Operating Expense Share”). However, (i) Expenses for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the TermBase 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 's Project Share of Project Operating Expense Share Expenses for each such any calendar year pursuant after the Base Calendar Year 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 extent that Project Operating Expense Share equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating Expense Share Expenses for such calendar year as shown on exceed the Final Budget Project Operating Expenses for such calendar year the Base Calendar Year. (such payments on account being herein called c) For the “Monthly Estimated OE Payments”). Howeverpurposes 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 Base Calendar Year shall be the greater of (A) the 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 ($5.65) per square feet of Rentable Area in the Premises by the increase, if any, in the Index (as hereinafter defined) from the date of this Lease through December 31, 2002, being the amount budgeted by Landlord for Operating Expenses during the Base Calendar Year (the "Budgeted Operating Expenses"); or (B) the sum of the actual Operating Expenses incurred by Landlord during the Base Calendar Year and an amount equal to Twenty-five Cents ($.25) per square foot of Rentable Area in the Premises (the "Operating Expense Buffer"). Within sixty (60) days after the date of this Lease, 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 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, by notice then Tenant shall notify Landlord of the 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, may, at any time then the dispute shall be resolved in accordance with the Real Estate Industry Arbitration Rules of the American Arbitration Association. After Landlord and from time to time during any calendar year, reduce 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 the Base Calendar Year shall be the greater of (x) the amount of the Monthly Estimated OE Payment 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 such calendar yearthe 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. For purposes of the foregoing, the Operating Expense Buffer shall be allocated between Building Operating Expenses and Project Operating Expenses in the same proportion that actual Building Operating Expenses for the Base Calendar Year bears to actual Project Operating Expenses for the Base Calendar Year. Tenant’s Share of Building Operating Expenses and Tenant’s Share of Project Operating Expenses payable pursuant to subsections (a) and (Bb) 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 above shall thereafter be in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 determined based on the Monthly Estimated OE Payments on account thereof approved revised budget submitted by Landlord. For the purposes of this Section 6.01, the term “Index” shall be reconciled after mean the end Department of such calendar year as provided in Section 2.2(fLabor, Bureau of Labor Statistics, Consumer Price Index, Subgroup “Urban Wage Earners and Clerical Workers (Revised). ________________________________________________________________________________________________________________________", Los Angeles - Long Beach -Anaheim - Riverside ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇-▇▇ = 100).

Operating Expenses. (a) For In addition to the Basic Rent, Tenant, as additional rental, shall pay, for each calendar year occurring during the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to the sum of (i) the Management Fee for the calendar year in question over the Management Fee for the Base Year plus (ii) the Tenant’s Occupancy Percentage Share of the total increase of the Operating Expenses for such the calendar year as hereinafter provided in question over Operating Expenses for the Base Year (the amount so payable by Tenant being herein called collectively, “Tenant’s Operating Expense ShareRent”). However, (i) for Landlord shall have the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 continuing option from time to time during the Term to change the method of calculating Operating Expense Rent such that it will thereafter be calculated on a twelve (12) month fiscal year basis instead of a calendar year basis (or vice versa as the case may be), but the exercise of such option shall not change the Base Year calculation. The “Management Fee” for any calendar year, reduce year (including the amount Base Year) shall be equal to 3% of the Monthly Estimated OE Payment Basic Rent and Operating Expense Rent for such calendar year. The Operating Expense Rent payable pursuant to this Section 4(c) shall be determined and adjusted in accordance with GAAP and the following procedures: (i) On or before the fifteenth (15th) day of December 2005 and each December of the Term, and (BLandlord shall give Tenant written notice of its estimate of Operating Expense Rent payable under this Section 4(c) for the balance of the first ensuing 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 only on year. On or before the first (1st) day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts together with the Basic Rent, provided that if such notice is not given in December, Tenant shall continue to pay during the ensuing calendar year on the basis of the amounts payable during the calendar year just ended, until the month occurring after such notice is given. If at any time (but not more than three (3) times in any calendar year) it appears to Landlord that the actual amount payable under this Section 4(c) for the current calendar year will vary from Landlord’s estimate, Landlord may revise, by written notice to Tenant, its estimate for such year, and subsequent payments by Tenant coming due more than fifteen (15) days thereafter for such year shall be based upon such revised estimate. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord’s right to collect the full amounts of additional rental payable under this Section 4(c). (ii) Within ninety (90) days after the close of each calendar month in year during the Term, except with respect to the calendar year during which the Commencement Date occurs, and (CLandlord shall deliver to Tenant a statement of the adjustments to be made pursuant to this Section 4(c) for any the calendar year which ends later just ended, and such statement shall be final and binding upon Landlord and Tenant (subject to Tenant’s audit right set forth in Section 4(c)(iv) below). If on the basis of such statement Tenant owes an amount that is less than the estimated payments for the calendar year just ended previously made by Tenant, Landlord shall credit such excess to the next payment(s) of Basic Rent coming due pursuant to this Section 4 or, if less than three (3) months remain in the Term or the Term has expired, refund such excess to Tenant within thirty (30) days if there then exists no Event of Default under this Lease (in the instance of an Event of Default, such excess shall be held as additional security for Tenant’s performance, and may be applied by Landlord to cure any such Event of Default and shall not be refunded until any such Event of Default is cured). If on the basis of such statement Tenant owes an amount that is more than the estimated payments for the calendar year just ended previously made by Tenant, Tenant shall pay the deficiency to Landlord within thirty (30) days after delivery of the statement. (iii) If the Lease term shall expire on a day other than the last day of a calendar year, the amount of additional rental payable pursuant to this Section 4(c) shall be the product of multiplying the additional rental which otherwise would have been payable for the full calendar year by a fraction, the numerator of which is the actual number of days of the calendar year in question included within the Lease Term, and the Monthly Estimated OE Payments denominator of which is three hundred sixty-five (365). The expiration of this Lease shall not affect the obligations of Landlord and Tenant pursuant to subsection (ii) of this Section 4(c) to be made only for calendar months during performed subsequent to such calendar year occurring within the Termexpiration. (iv) Within one hundred twenty (120) days after Tenant receives the annual statement of Operating Expenses for the Building, Tenant may contest the statement by written notice to Landlord, which notice shall specify the particular areas of Operating Expenses that Tenant desires to contest. If no such contest is made by written notice to Landlord delivered within such 120-day period, such statement shall be binding upon Tenant in all respects. Notwithstanding the foregoing, Tenant may only audit the books and records of Landlord with respect to the Premises and/or the Lease so long as Tenant fully complies with all of the following requirements: (1) any audit by Tenant shall be conducted by Tenant’s employees or a firm of national or regional standing and reputation (and not compensated on a contingent basis related to overstatements of Operating Expenses) but the persons performing such audit must be Tenant’s employees or have not less than five (5) years experience in auditing office building operating expenses; and (2) Any overpayment any audit shall be conducted in Landlord’s offices during ordinary business hours, and after delivery to Landlord of at least thirty (30) days prior written notice. If the results of such audit reflect that the amount of Operating Expense Rent actually paid by Tenant to Landlord for the period in question have not been overstated, then Tenant shall immediately pay to Landlord, and reimburse Landlord for, the costs and expenses incurred by Landlord in connection with such audit, including without limitation, costs attributable to the time spent by Landlord’s or underpayment Landlord’s property management company’s staff in connection with such audit, as such costs are reasonably determined by Landlord (however in no event shall the cost of such audit be included in such costs and expenses); provided, Landlord shall promptly pay to Tenant the amount by which Operating Expense Rent had been overstated, as determined by the parties or by a court of competent jurisdiction or pursuant to binding arbitration, if the parties agree to binding arbitration in connection with such dispute (but the results of the audit shall not be binding on Landlord for evidentiary purposes). If Operating Expenses have been overstated by more than three percent (3%), Landlord shall additionally pay the reasonable out-of-pocket cost of Tenant’s Operating Expense Share for audit. Landlord and Tenant shall use their commercially reasonable efforts to cooperate in such audits and to reasonably resolve any calendar year based on discrepancies between Landlord and Tenant in the Monthly Estimated OE Payments on account thereof shall be reconciled after the end accounting of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________costs and expenses.

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant 5.1 LESSEE shall pay pa y to LandlordLESSOR, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage LESSEE’S Proportionate Share of the amount by which LESSOR’S Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later 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 last first day of each succeeding calendar year within the Term, LESSOR shall determine or estimate the Tenant’s amount by which LESSOR’S Operating Expense Share shall be prorated to correspond to that portion of such Expenses for the calendar year occurring within in question will exceed the Term.Base Operating Expenses (“LESSOR’S Estimated Operating Expenses”) and shall submit such information to LESSEE in a written statement (“LESSOR’S Expense Statement”) (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, 5.3 Commencing on the first (1st) day Basic Rent Payment Date following the submission of such calendar monthany 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 make a payment pay to LESSOR on account of Tenant’s Operating its obligation under Section 5.1 of this Lease, a sum (the “Monthly Expense Share Payment”) equal to one-twelfth (1/12th1/12) of Landlord’s good-faith estimate LESSEE’S Proportionate Share of Tenant’s LESSOR’S Estimated 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 the Monthly Estimated OE Payment Expenses for such calendar year, and (B) for . LESSEE’S first Monthly Expense Payment after receipt of LESSOR’S Expense Statement shall be accompanied by the balance payment of an amount equal to the product of the first calendar year occurring number of full months, if any, 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than shall have elapsed prior to such first Monthly Expense Payment, times the last day 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 covered thereby. Any balance due to LESSOR shall be paid by LESSEE within thirty (30) days after LESSEE’S receipt of LESSOR’S Expense Statement; any surplus due to LESSEE shall be applied by LESSOR against the next accruing monthly installment(s) of Additional Rent due under this Article. If the Term has expired or has been terminated, LESSEE shall pay the balance due to LESSOR or, alternatively, LESSOR shall refund the 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 Term shall have been terminated as a result of a default by LESSEE, then LESSOR shall have the right to 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 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 LESSOR’S books and records, said reconciliation shall be considered as final and accepted by LESSEE. Notwithstanding anything to 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 under this Article 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 Building for any reason shall not be provided all services generally provided by LESSOR to other tenants of the TermBuilding, then for purposes of determining LESSOR’S Operating Expenses, LESSOR shall 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, upon demand, the Monthly Estimated OE Payments shall be amount of any 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 LESSEE or on behalf of LESSEE or to any additions, improvements or alterations to the Demised Premises made only for calendar months during such calendar year occurring within the Termby or on behalf of LESSEE. (2) Any overpayment or underpayment 5.9 The provisions of Tenant’s Operating Section 29.3 shall apply to LESSOR’S Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________Statement.

Operating Expenses. Tenant shall pay from time to time an amount (the “Excess”) calculated by multiplying (a) For each the amount by which the Basic Cost (defined below), divided by the Total Rentable Square Feet, exceeds 2006 Base Year Stop (the “Expense Stop”), by (b) the Rentable Square Feet. The Excess may be calculated and collected annually in arrears on a calendar year occurring during basis and, in such event, shall be due within thirty (30) days after Landlord furnishes to Tenant a written statement (the Term“Annual Operating Statement”) reflecting the Basic Cost for the calendar year (as may be adjusted as provided herein) and calculating the Excess, if any. Said statement shall be furnished by April 1 immediately following the applicable calendar year, or as soon thereafter as practicable. Alternatively, Excess may be estimated and collected monthly and then reconciled against Basic Costs at calendar year end. In such event, Landlord shall make and notify Tenant of its good faith estimate of the Excess for the applicable calendar year (or part thereof), whereafter, Tenant shall pay to Landlord, as Additional Rentin advance on the first day of each calendar month of such year (or part thereof), an amount equal to Tenant’s Occupancy Percentage the estimated Excess divided by 12 (or such lesser number of the Operating Expenses for such calendar year months as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”applicable). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 From time to time during any calendar year, reduce Landlord may re-estimate the amount Excess for that calendar year and the monthly installments of Excess payable by Tenant shall be adjusted accordingly so that, by the end of the Monthly Estimated OE Payment calendar year in question, Tenant shall have paid the full Excess as estimated by Landlord for such calendar year, and . The Basic Cost (B) for the balance of other than 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, Building is occupied) and (C) Expense Stop shall be prorated for any calendar year which ends later than the last day portion of the Term, the Monthly Estimated OE Payments shall be made only for Term which is less than a full calendar months during such calendar year occurring within the Termyear. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For 3.3.1 Commencing on the Commencement Date for each calendar year occurring during of Powered Shell-A, Powered Shell-B and the TermOperational Space, Tenant shall be obligated to pay to Landlord, Landlord as Additional Rent, Rent an amount equal to Tenant’s Occupancy Percentage Operating Expenses (Actual) for such component of the Building. 3.3.2 No later than sixty (60) days prior to the date that Landlord reasonably anticipates the Commencement Date to occur, Landlord shall provide to Tenant a statement of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (iProjected) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 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 only on the first (1st) last day of each calendar month occurring after the calendar month year in which the Commencement Date occurs. In addition, and no later than sixty (C60) days before the beginning of each calendar year thereafter, Landlord shall provide to Tenant a statement of the Operating Expenses (Projected) for the immediately following calendar year. Such initial statement of the Operating Expenses (Projected) and each subsequent statement of the Operating Expenses (Projected) are referred to herein as the “Operating Expenses Budget”. Each Operating Expenses Budget shall be subject to Tenant’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, it shall be unreasonable for Tenant to withhold its approval of any proposed Operating Expenses Budget unless Tenant is able to demonstrate and reasonably justify an alternative budget that will result in fifteen (15%) or more in annual savings as compared to the proposed Operating Expenses Budget. 3.3.3 Tenant shall pay each Projected Operating Expenses Installment to Landlord the first day of each month during the Term of the Lease. Until Tenant has received the statement of the Operating Expenses (Projected) from Landlord, Tenant shall continue to pay Projected Operating Expenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Tenant’s receipt of such statement of the Operating Expenses (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Tenant as Projected Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before May 15 after the end of each calendar year, showing Operating Expenses (Actual) as compared to the Operating Expenses (Projected) for such calendar year. If the Operating Expenses (Actual) for such calendar year exceeds the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. However, if the Operating Expenses (Actual) for such calendar year is less than the aggregate of Projected Operating Expenses Installments collected by Landlord from Tenant, Landlord shall pay to Tenant, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. Landlord shall have the right from time to time during each calendar year to propose an update to the Operating Expenses (Projected) and provide Tenant with a revised statement thereof, which ends later than proposed update shall be subject to Tenant’s approval rights set forth in Section 3.3.2 above. Thereafter, Tenant shall pay Projected Operating Expenses Installments on the basis of the revised statement. If the Commencement Date is not the first day of a calendar year, or the expiration or earlier termination date of this Lease is not the last day of the Terma calendar year, the Monthly Estimated OE Payments Operating Expenses (Actual) shall be made only for calendar months during such calendar year occurring within prorated. The foregoing adjustment provisions shall survive the Termexpiration or termination of the Term of this Lease. 3.3.4 Landlord agrees to keep books and records reflecting the Operating Expenses of the Property in accordance with generally accepted accounting principles. Tenant, at its expense, shall have the right, once per year, within twelve (212) Any overpayment or underpayment months after receiving Landlord’s statement of Operating Expenses (Actual) for a particular year, to audit Landlord’s books and records relating to the Operating Expenses as the case may be for such year. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual), Tenant shall be deemed to have approved such statement in all respects. Such audit shall be conducted by an independent, nationally recognized accounting firm. For the avoidance of doubt, any all information obtained through the Tenant’s Operating Expense Share for audit with respect to financial matters and any calendar year based on other matters pertaining to Landlord and/or the Monthly Estimated OE Payments on account thereof Property, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be reconciled after subject to the end provisions of Section 17.19 hereof. Notwithstanding the foregoing, if the amount of Operating Expenses (Actual) set forth in Landlord’s statement is determined by Tenant’s audit to have been overstated by Landlord by more than $[***], Landlord shall reimburse Tenant for such calendar year as provided overcharge and the commercially reasonable, out of pocket hourly or flat fee costs and expenses paid by Tenant in Section 2.2(f). ________________________________________________________________________________________________________________________connection with Tenant’s review.

Operating Expenses. (a) For each calendar year occurring during the TermCommencing on January 1, 2022, Tenant shall pay to Landlord, as Additional Rent, an amount equal to TenantLandlord T▇▇▇▇▇’s Occupancy Percentage Share of Operating Expenses in excess of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)Base Year. However, (i) for the 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 grossed up to consist only of reflect a 95% occupied building. Landlord may reasonably and in good faith adjust such amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 if the estimated Annual Operating Expenses increases or decreases. Landlord may also invoice Tenant separately from time to time for T▇▇▇▇▇’s Share of any extraordinary or unanticipated Operating Expenses in excess of the Operating Expenses for the Base Year, provided that Landlord shall provide at least 30 days prior written notice to Tenant of the amount and reason for such separate invoice. Landlord shall maintain books and records of all Operating Expenses. Landlord shall provide Tenant with a reasonably detailed written statement of Operating Expenses for the preceding calendar yearyear or part thereof. Within 10 days after delivery of the statement to Tenant, reduce Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the Monthly Estimated OE Payment other or, at Landlord’s or Tenant’s option, Landlord shall credit T▇▇▇▇▇’s account for any overpayment. If Tenant does not give Landlord notice within 60 days after T▇▇▇▇▇’s receipt of Landlord’s statement, Tenant shall be deemed to have waived the right to contest the statement. During such calendar year60 day period Tenant shall be entitled, during regular business hours, after giving to Landlord at least 5 business days prior written notice, to inspect in Landlord’s business office, all Landlord’s records necessary to satisfy itself that all charges set forth in the statement have been correctly allocated to Tenant, provided, however, that Tenant shall make all payments of additional rent without delay, and (B) that Tenant’s obligation to pay such additional rent shall not be contingent on any such right. If Operating Expenses 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 in question are determined to be overstated by more than 5% in the amount set forth on Exhibit C heretoaggregate, Landlord shall reimburse Tenant for all reasonable third-party costs incurred related to the inspection or audit (but in no event to exceed the sum of $2,000). If the inspection or audit determines an expense or cost that should not be included in Operating Expenses, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occursLandlord reasonably agrees with such determination, and (C) for any calendar year which ends later than the last day of the Term, the Monthly Estimated OE Payments an adjustment shall be made only to both the year subject to the inspection or audit, and the Base Year, if applicable, so costs and expenses for calendar months during such calendar each year occurring within the Term. (2) Any are consistently applied. L▇▇▇▇▇▇▇’s and T▇▇▇▇▇’s rights and obligations to pay any overpayment or underpayment deficiency due the other pursuant to this Section 6 shall survive the expiration or termination of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________this Lease.

Operating Expenses. (a) For each calendar year occurring Commencing on February 1, 1988 and ------------------ thereafter during the Termterm of this Lease, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Tenant’s Occupancy Percentage the sum of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the first calendar year occurring within the Term Tenant's Share of Operating Expenses (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004as hereinafter defined), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and plus (ii) for any calendar year which ends later than the last day management fees equal to two and one-half percent (2-1/2%) of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion sum of such calendar year occurring within the Term. (bx) 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). _________________________________________ Additional Rent payable under this Section 3.04 for any period of less than one month shall be apportioned on the basis of the number of days in such month. During December of each calendar year during the term of this Lease, or as soon thereafter as practicable, Landlord shall give Tenant written notice of its estimate of Additional Rent payable under this Section 3.04 for the ensuing calendar year; provided, however, Additional Rent during calendar year 1988 shall be calculated on the basis of an estimate of Additional Rent in the amount of _________________________________________________________________________________ of rentable area in the Leased Premises. On or before the first day of each month during the ensuing calendar year, Tenant shall pay to Landlord one-twelfth (1/12) of such estimated amounts together with the Annual Rent, provided that if such notice is not given in December, Tenant shall continue to pay during the ensuing calendar year on the basis of the amount payable during the calendar year just ended, until the month after such notice is given. If at any time or times it appears to Landlord that the Additional Rent payable under this Section 3.04 for the current calendar year will vary from Landlord's estimate by more than five percent (5%), Landlord shall revise, by notice to Tenant, its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. Failure to make a revision contemplated by the immediately preceding sentence shall not prejudice Landlord's right to collect the full amounts of Additional Rent.

Operating Expenses. Beginning as of January 1, 2004, in addition to the Fixed Minimum Rent, Tenant shall pay to Landlord Tenant’s Percentage (aas such term is hereinafter defined) For each of the increase in Operating Expenses (as such term is hereinafter defined) paid in any calendar year occurring during the Termterm of the Lease which is in excess of the greater of (i) $7.25 per rentable square foot contained in the Premises (the “Proforma Operating Expenses”) and (ii) the actual Operating Expenses paid in Calendar Year 2003 (the “Base Year”). As used herein, “Tenant’s Percentage” shall mean the percentage of the net rentable area of the Building that the net rentable area of the Premises comprises, which percentage as of the Commencement Date is fifty percent (50%). The Operating Expenses for the Base Year and all subsequent years shall assume a ninety-five percent (95%) occupancy for the Building. Tenant shall agrees to pay to Landlordits share of the increase in Operating Expenses over the Base Year, as Additional Rentadditional rent, an amount equal to in monthly payments in advance during the term of this Lease as may be reasonably estimated by Landlord. Within thirty (30) days of the end of each calendar year, Landlord shall advise Tenant of Tenant’s Occupancy Percentage share of the Operating Expenses payable for such calendar year as hereinafter provided (computed in good faith, without duplication, by Landlord. If there shall have been an underpayment by Tenant, Tenant shall forthwith pay the amount so 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. Operating Expenses payable by Tenant being herein called “Tenant’s Operating Expense Share”)during the first Renewal Term shall continue to use the same Base Year. However, (i) The Base Year for the second Renewal Term shall be the first complete 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the second Renewal 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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) 5.1. For each calendar year occurring or portion thereof during the TermTe1m after the Sublease Base Expense Year (as hereinafter defined), Tenant Subtenant shall pay to LandlordSublandlord, as Additional Rentadditional rent (the "Sublease Expense Payment"), an the amount equal to TenantSubtenant'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 Occupancy Percentage Expense Statement") delivered to Sublandlord in accordance with Section 2.6 of the Lease, exceeds the Operating Expenses for such calendar year as hereinafter provided (Allocable to the amount so Premises payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) Sublandlord for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 2014 and ending end:iJ.1g on December 31, 20042014 (hereinafter referred to as the "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"), Operating Expenses ·which Sublease Expense Statement shall be deemed based upon Owner's Expense Statement (and a copy thereof provided to consist only of amounts paid or incurred onSubtenant), or subsequent to, estimating the Commencement Date, and (ii) Sublease Expense Payment for any calendar year which ends later than the last day of 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 "Estimated Sublease Expense Payment"). Subtenant 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, Sublandlord on the first (1st) day of such each month during each calendar monthyear after the Sublease Base Expense Year, shall make a payment on account of Tenant’s Operating Expense Share an amount equal to one-twelfth (1/12th) of Landlord’s good-faith estimate of Tenant’s Operating the Estimated Sublease 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 the Monthly Estimated OE 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 (Ba) for if there shall be a deficiency, Subtenant shall pay the balance 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 first calendar year occurring within month following 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 only on the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occursSublease 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 (C1/12th) of the Estimated Sublease Expense Payment shown on the most recent Sublease Expense Statement. If Sublandlord receives a revised Owner's Expense Statement, Sublandlord 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, 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 or after each calendar year, 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 of Operating Expenses Allocable to the Premises payable by Sublandlord to Owner during such calendar year, which Annual Statement shall 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 which ends later than following the last day of the TermSublease Base Expense Year, the Monthly Annual Statement shows that the Estimated OE Payments shall be made only Sublease Expense Payment (or other payments) for calendar months during such calendar year occurring within exceeded the Term. (2Sublease Expense Payment which should have been paid for such calendar year, provided Subtenant is not in default hereunder following notice and the expiration of any applicable cure period, Sublandlord shall credit against the next installment(s) Any overpayment or underpayment of Tenant’s Operating the Sublease Expense Share Payment payable hereunder, the amount of such excess. If the Annual Statement for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as 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 Sublease Expense Payment, or if Subtenant reasonably disputes the amount of any Sublease Expense Payment due hereunder, Subtenant shall notify Sublandlord in writing (a "Dispute Notice.") within one hundred eighty (180) days of receipt of such Annual Statement, vvith time being of the essence, and provide a reasonable basis for such alleged error or dispute. Upon receipt of such Dispute Notice, provided (i) Subtenant is not in Section 2.2(f). ________________________________________________________________________________________________________________________default hereunder beyond any applicable notice and cure period,

Operating Expenses. The Master Lease requires Sublessor to pay to Lessor as Additional Rent the expenses of operating the building and/or project of which the Premises are a part (a“Operating Expenses”), including without limitation, taxes, assessments, insurance premiums, utilities, repair and maintenance expenses and other expenses, all as more fully set forth in Section 8 of the Master Lease, accordingly, Sublessee shall pay to Sublessor as additional rent fifty-five and 94/100 percent (55.94%) For each calendar year occurring (“Sublessee’s Share”) of the amounts payable by Sublessor for Operating Expenses incurred during the Term, Tenant except that Sublessee’s Share during Months 01 and 02 shall pay to Landlordbe fourteen and 67/100 percent (14.67%) and Sublessee’s Share during Months 03 through 04 shall be thirty-two and 62/100 percent (32.62%). The Master Lease provides for the payment by Sublessor of Operating Expenses on the basis of an estimate thereof, accordingly, as Additional Rentand when adjustments to such estimate or between estimated and actual Operating Expenses are made under the Master Lease, an the obligations of Sublessor and Sublessee hereunder shall be adjusted in a like manner; if such adjustments result in a refund to Sublessor, then Sublessor shall also make a refund to Sublessee in the appropriate amount equal and if such adjustments result in a credit against rent to TenantSublessor, then Sublessor shall also give a credit against rent to Sublessee in the appropriate amount, and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the obligations of Sublessor and Sublessee under this Section 5(b) shall survive such expiration or termination. Sublessor shall, within ten (10) days of receipt furnish Sublessee with copies of all statements submitted by Lessor of actual or estimated Operating Expenses during the Term and Sublessee or its representative shall have the right to examine, within a reasonable time, the records supporting the statements, during normal business hours, at the place where the records are kept, to the extent that such records are made available to Sublessor. Sublessor’s Occupancy Percentage initial estimate of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of such calendar year occurring within the Termis $.22 per square foot per month. (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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during The amount of the Term, Tenant shall pay to Landlord, as Additional Rent, an amount equal to Annual Operating Expenses set forth in Section 1(f) above represents Tenant’s Occupancy Percentage Share of the estimated Operating Expenses for such the first full calendar year as hereinafter provided (of the amount so payable by Tenant being herein called “Term. Tenant’s Share of Operating Expense Share”). However, Expenses arising from common services and amenities provided to or for the benefit of the Project will be based on (i) relative land area of the individual parcels comprising the Project for the first calendar year occurring within the Term purposes of determining tenants’ relative shares of expenses related to real estate taxes and association fees (i.e.or, the calendar year commencing on January 1if no association then exists, 2004 and ending on December 31, 2004expenses of a nature that would typically be covered by association fees), Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) relative rentable square footage of the individual buildings from time to time constructed within the Project for all other expense items, in any event allocated by Landlord in an equitable manner among the tenants in the Project. Landlord may adjust such amount no more than once per calendar year if the estimated Annual Operating Expenses for that particular calendar year increase or decrease. Landlord may also invoice Tenant separately no more than once per year for Tenant’s Share of any extraordinary or unanticipated and non‑customary Operating Expenses. By April 30th of each year (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 with a statement of Operating Expenses (“Landlord’s Statement”) for the preceding calendar year or part thereof. Within 180 days after delivery of the statement to Tenant, Landlord or Tenant shall pay to the other party the amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, Landlord may credit Tenant’s account for any calendar year which ends later than the last day of the Term, the overpayment. 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, redetermine no more than once per year the method of computing and allocating Operating Expense Share shall be prorated Expenses, including the method of allocating Operating Expenses to correspond to that portion various types of such calendar year occurring space within the TermBuilding, to reflect any disparate levels of services provided to different types of space, and in such event, Landlord shall provide to Tenant a written explanation documenting the need for any such redetermination. (b) So long as no monetary Event of Default by 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 yearhas occurred and remains uncured, Tenant, on the first (1st) day of such calendar monthor its representative, shall make a payment on account of have the right, at Tenant’s Operating Expense Share equal sole cost and expense, to one-twelfth (1/12th) of inspect Landlord’s good-faith estimate books and records relating to the Landlord’s Statement for the purpose of verifying the information contained therein (the “Tenant Audit”), provided that (i) Tenant shall have sent notice to Landlord, in writing, no later than one hundred eighty (180) days after Tenant’s Operating Expense Share for such calendar year as shown on receipt of the Final Budget for such calendar year Landlord’s Statement to be verified, of its desire to conduct the Tenant Audit (such payments on account being herein called the “Monthly Estimated OE PaymentsAudit Notice”). However, (Aii) the Audit Notice identifies with specificity the particular item(s) in the Landlord’s Statement that the Tenant believes is/are incorrect, and (iii) Tenant has paid all amounts previously charged to Tenant under the Landlord’s Statement in full. The Tenant Audit 4 QB\129138.00037\24864053.9 shall be conducted during regular business hours at a location acceptable to Landlord, by notice to Tenant, may, at any time and from time to time during any calendar year, reduce the amount ’s personnel and/or an independent firm of certified public accountants that is not being compensated by Tenant on a contingency fee basis. Landlord shall deliver copies of the Monthly Estimated OE Payment for relevant books and records to Tenant by courier or overnight mail at Tenant’s notice address set forth in this Lease or such calendar year, and (B) for other address as Tenant may designate to Landlord in writing. The Tenant Audit shall commence by no later than the balance 90th day after Landlord’s receipt 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 heretoAudit Notice, and shall be payable only on completed within ninety (90) days after timely commencement of the first Tenant Audit, subject to Landlord’s reasonable cooperation. A copy of the results of the Tenant Audit shall be delivered to Landlord within fifteen (1st15) day of each calendar month occurring days after the calendar month completion of the Tenant Audit. If Tenant fails to timely request or commence the Tenant Audit, or the results of the Tenant Audit are not timely delivered to Landlord in strict compliance with this Section, or Tenant fails to strictly follow any of the procedures set forth in this Section, the applicable Landlord’s Statement shall be deemed to have been approved and accepted by Tenant as correct. The Tenant Audit shall be limited strictly to those items in the then current Landlord’s Statement, and Tenant shall not be entitled to inspect any of Landlord’s books and records that apply to any Landlord’s Statement for a prior period. No subtenant has any right to conduct a Tenant Audit and no assignee shall conduct a Tenant Audit for any period during which such assignee was not in possession of the Commencement Date occursPremises unless such assignee has agreed in writing to be responsible for any additional Operating Expenses determined to be owed for such prior period. Once having conducted a Tenant Audit with respect to a particular Landlord’s Statement, Tenant shall have no right to conduct another Tenant Audit of the same Landlord’s Statement. Tenant acknowledges and agrees that all records reviewed under this Section 6 constitute confidential information of Landlord, which shall not be disclosed to anyone other than (A) the auditor, accountants, attorneys and other professionals engaged by Tenant and directly involved in the Tenant Audit, (B) the employees of Tenant who have a need to know and who receive the results of the Tenant Audit, (C) any permitted successor, assignee or subtenant of Tenant, and (CD) for any calendar year which ends later than as otherwise may be required by law. In the last day event that the results of the TermTenant Audit reveal that Tenant has overpaid its obligations for a prior period and is due a credit, Landlord shall credit the amount due against Tenant’s next installment(s) of estimated Operating Expense, or provide a refund at Tenant’s discretion. Tenant will not have the right to terminate the Lease on account of an overpayment. In the event that, as a result of the Tenant Audit, it is ascertained that Tenant has been underbilled for a prior period, the Monthly Estimated OE Payments amount of such underbilling shall be made only for calendar months during such calendar year occurring within the Term. (2) Any overpayment or underpayment of paid by Tenant to Landlord with Tenant’s next installment of estimated Operating Expense Share Expenses. In the event that the Tenant Audit shows that Tenant has overpaid Operating Expenses with respect to the Landlord’s Statement in question by five percent (5%) or more, Landlord shall reimburse Tenant for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after reasonable out‑of‑pocket costs incurred by Tenant with respect to the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________Tenant Audit.

Operating Expenses. (a) For each The amount of the Annual Operating Expenses set forth in Section 1(n) above represents Landlord’s current good faith estimation of Tenant’s Share of the estimated Operating Expenses for the calendar year occurring in which the Term commences (excluding the cost of janitorial service to the Premises, unless Tenant requests that Landlord undertake such services and the parties agree upon the cost therefor to Tenant), which amount will be confirmed or adjusted (based on reasonable supporting documentation demonstrating an increase in third party costs and expenses constituting Annual Operating Expenses) by Landlord as necessary prior to the Commencement Date. Furthermore, Landlord may proportionally adjust such amount from time to time after the Commencement Date if the estimated Annual Operating Expenses increase or decrease; provided, however, that Tenant’s monthly installment shall not be reset more than once during any calendar year; provided further, however, that Landlord may also invoice Tenant separately from time to time for Tenant’s Share of any extraordinary or unanticipated Operating Expenses, and Tenant shall have a period of not less than thirty (30) days within which to pay such expense. By April 30th of each year (and no later than ninety (90) days after the Termexpiration or termination of this Lease or, at Landlord’s option, after a sale of the Property), Landlord shall provide Tenant with an itemized statement of Operating Expenses for the preceding calendar year or part thereof substantially in the form set forth as Exhibit “I” attached hereto (the “Landlord’s Statement”). Within thirty (30) days after delivery of the Landlord’s Statement to Tenant, Landlord or Tenant shall pay to the other the amount of any overpayment or deficiency then due from one to the other or, at Landlord’s option, as Additional Rent, an amount equal to Landlord may credit Tenant’s Occupancy Percentage account for any overpayment against the next following installment of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “and thereafter until fully exhausted. Landlord’s and Tenant’s obligation to pay any overpayment or deficiency due the other pursuant to this Section 6(a) 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 to alter the method of computing and allocating Operating Expense ShareExpenses, provided that such method is consistent with generally accepted accounting principles consistently applied (“GAAP”), and provided, further, that Tenant shall be able to reasonably and competently audit and analyze, on a line item basis, changes in Operating Expenses year over year notwithstanding such change in methodology. However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing on January 1, 2004 and ending on December 31, 2004), Annual Operating Expenses shall be deemed to consist only net of amounts paid all discounts and reduced by all rebates actually received by Landlord and shall in no event exceed 100% of the Annual Operating Expenses actually incurred in such year. There shall be no duplication of costs or incurred onreimbursements. (b) So long as no Event of Default has occurred and is continuing, , Tenant, or subsequent toits representative, shall have the Commencement Dateright, at Tenant’s sole cost and expense (except as hereinafter provided), to inspect Landlord’s books and records relating to the then-current Landlord’s Statement for the purpose of verifying the information contained therein (the “Tenant Audit”); provided that (i) Tenant shall have sent notice to Landlord, in writing, no later than one hundred twenty (120) days after Tenant’s receipt of the Landlord’s Statement to be verified, of its desire to conduct the Tenant Audit (the “Audit Notice”), and (ii) for any calendar year which ends Tenant has paid all amounts due under the Landlord’s Statement in full. The Tenant Audit shall be conducted by an independent firm of certified public accountants of national standing or professional lease auditor reasonably acceptable to Landlord, that is not being compensated by Tenant on a contingency fee basis, during regular business hours at the office in the Philadelphia metropolitan area where Landlord maintains its books and records. Alternatively, Landlord may elect to deliver copies of the relevant books and records to Tenant by courier or overnight mail at Tenant’s notice address set forth in Section 25 of this Lease or such other address as Tenant may designate to Landlord in writing. The Tenant Audit shall commence, if at all, by no later than the last day of the Term, the Tenant’s Operating Expense Share shall be prorated to correspond to that portion of thirty (30) days after all 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 books and records reasonably required 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 Tenant Audit are made available to Tenant or delivered to Tenant, may, at any time and from time to time during any calendar year, reduce the amount of 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 heretoas provided above, and shall be payable only on completed within sixty (60) days after such commencement. If Tenant fails to timely deliver its Audit Notice, or if the first results of the Tenant Audit are not delivered to Landlord within forty-five (1st45) day of each calendar month occurring days after the completion of the audit or if Tenant fails to follow in all material respects the procedures set forth in this Section 6(b), such Landlord’s Statement shall be deemed to have been approved and accepted by Tenant as correct. The Tenant Audit shall be limited strictly to those items in the then-current Landlord’s Statement, and Tenant shall not be entitled to inspect any of Landlord’s books and records that apply to any prior Landlord’s Statement except as follows: If the Tenant Audit uncovers errors or misstatements in Landlord’s books and records resulting in an overstatement of Annual Operating Expenses, Tenant shall also have the right to perform a Tenant Audit with respect to the Landlord’s Statements for the two (2) calendar month years immediately prior to the calendar year which was the subject of the Tenant Audit in question (and, in such event, Tenant shall be allotted such additional time as may be reasonably be required in order to complete such additional Tenant Audits) solely with respect to the particular items of Operating Expenses that the pending Tenant Audit determined were overpaid. No subtenant has any right to conduct a Tenant Audit and no assignee other than a Permitted Assignee shall conduct a Tenant Audit for any period during which such assignee was not in possession of the Commencement Date occursPremises. Once having conducted a Tenant Audit with respect to a specific Landlord’s Statement, Tenant shall have no right to conduct another Tenant Audit of the same Landlord’s Statement. If an Event of Default by Tenant occurs at any time during the Tenant Audit, the Tenant Audit shall be immediately suspended until such time as the Event of Default shall have been cured by Tenant. Tenant acknowledges and agrees that any records reviewed under this Section constitute confidential information of Landlord, which shall not be disclosed to anyone other than (A) the auditor, accountants, attorneys and other professionals engaged by Tenant and directly involved in the Tenant Audit, or any litigation arising therefrom, (B) the principals of Tenant who receive the results of the Tenant Audit, and (C) for any calendar year which ends later than the last day as otherwise may be required by law. If, as a result of the TermTenant Audit, it is ascertained that Tenant has overpaid its obligations and is due a credit for a preceding period, then Landlord shall either refund such amount to Tenant within sixty (60) days after the Monthly Estimated OE Payments shall be made only for calendar months during such calendar year occurring within receipt of the Term. (2) Any overpayment or underpayment results of Tenant’s Audit or credit the amount due against Tenant’s next installment(s) of estimated Operating Expense Share for any calendar year based on and each installment thereafter until fully exhausted. Tenant will not have the Monthly Estimated OE Payments right to terminate the Lease on account thereof of an overpayment. If, as a result of the Tenant Audit, it is ascertained that Tenant has been underbilled for a preceding period, the amount of such underbilling shall be reconciled after paid by Tenant to Landlord with Tenant’s next installment of estimated Operating Expenses. Tenant shall pay Landlord, within thirty (30) days of written demand and as Additional Rent, Landlord’s invoice for (x) the end photocopying of documents, (y) the retrieval of documents from Landlord’s storage archives, and (z) any other reasonable and actual out-of-pocket costs incurred by Landlord with respect to the Tenant Audit. In the event that the Tenant Audit shows that Tenant has overpaid Operating Expenses with respect to the Landlord’s Statement in question by five percent (5%) or more, Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant with respect to the Tenant Audit, not to exceed $7,500 Constant Dollars. If Landlord disagrees with the result of any Tenant Audit, Landlord may submit such dispute for final resolution by a court of applicable jurisdiction, and the non-prevailing party in such litigation shall reimburse the prevailing party for it reasonable attorney fees and court costs associated with such proceeding. Neither the Tenant Audit nor any judicial proceeding in connection therewith shall relieve Tenant from the payment of all Rent (including Additional Rent) payable under this Lease during the pendency of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________proceedings.

Operating Expenses. (a) For each calendar year occurring during Throughout the Term, Tenant shall pay to Landlordon a monthly basis, without demand, as Additional RentRent for the Premises, an amount equal 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 Tenant’s Occupancy Percentage 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 such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”)forthcoming year. However, (i) for On the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Termeach month during such year, 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 Tenant's Proportionate Share of the estimated Operating Expenses for such year. If for any reason Landlord has not provided Tenant with Landlord’s good-faith '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 month following the month in which Tenant is given Landlord's estimate of Tenant’s Operating Expense Share for such calendar year as shown Expenses, Tenant shall continue to pay to Landlord on the Final Budget first day of each calendar month the monthly sum payable by Tenant under this SECTION 4.01 for such calendar the month of December of the 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 (such payments on account being herein called 30) days after the “Monthly Estimated OE Payments”). Howeverdelivery of that statement, (A) Landlorda lump sum payment will be made by Tenant equal to the amount, if any, by notice 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, mayLandlord shall apply such amount to the next accruing installments of Rent due hereunder. The foregoing notwithstanding, at any time and Landlord shall have the right from time to time during any year, but not more frequently than twice in any calendar year, reduce to notify Tenant in writing of any change in Landlord's estimate of Operating Expenses for the then current year, in which event Tenant's Proportionate Share of Operating Expenses, as previously estimated, shall be adjusted to reflect the amount shown in such notice and shall be effective, and due from Tenant, on the first day of each month following Landlord's giving of such notice. Landlord also shall have the Monthly Estimated OE Payment right to ▇▇▇▇ 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 calendar year, and understated charges within thirty (B30) for the balance days after receipt of the first calendar an invoice from Landlord. The effect of this SECTION 4.01(a) is that Tenant will pay during each year occurring within during the Term Tenant's Proportionate Share of actual Operating Expenses. (i.e., the period commencing on 3) If the Commencement Date and ending occurs on December 31a date other than the first day of January, 2004)or if the Term ends on a date other than the last day of December, the Monthly Estimated OE Payments shall be in actual Operating C-3 Initials: _____ (Landlord) _____ (Tenant) Expenses for the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month year in which the Commencement Date or the Expiration Date occurs, and (C) as the case may be, shall be prorated so that Tenant shall pay that portion of Tenant's Proportionate Share of Operating Expenses for any calendar such year represented by a fraction, the numerator of which ends later than shall be the last day number of days during such fractional year falling within the Term, and the Monthly Estimated OE Payments denominator of which is 365 (or 366, in the case of a leap year). The provisions of this SECTION 4.01 shall be made only survive the Expiration Date or any sooner termination provided for calendar months during such calendar year occurring within the Termin this Lease. (2b) Any overpayment As used in this Lease, "OPERATING EXPENSES" means all expenses, costs, and disbursements of every kind which Landlord incurs, pays or underpayment becomes obligated to pay in connection with the operation, repair, and maintenance of Tenant’s the Building, which cost 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 may consider necessary or beneficial for the operation of the Building in a first class manner. All Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof Expenses shall be reconciled after determined according to generally accepted accounting principles (which shall be consistently applied) and shall include, but are not limited to, the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________following:

Operating Expenses. (a) For each calendar year occurring during From and after the 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 to Landlord, as Additional Rent, an amount equal to for Tenant’s Occupancy Percentage 's Pro Rata Share of Operating Expenses respecting the Suite F Expansion Space. Such amounts shall be payable in accordance with the terms of the Existing Lease; provided, however, any caps on increases in Operating Expenses for such respecting the Existing Premises shall not apply to the Suite F Expansion Space. During the Expansion Space Term, Tenant's Pro Rata Share of Operating Expenses (exclusive of Taxes) respecting the Suite F Expansion Space shall not increase by more than 5% per calendar year as hereinafter provided 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 maximum allowable amount so of Tenant' s Pro Rata Share of Operating Expenses (other than Taxes) permitted for 2017; etc.). By way of illustration, if Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the 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 Suite F Expansion Space for 2017 would not exceed $1.05 per rentable square foot per month, and Tenant's Pro Rata Share of Operating Expenses (other than Taxes) respecting the Suite F Expansion Space for 2018 would not exceed $1.1025 per rentable square foot per month. For the avoidance of doubt, nothing contained herein shall limit in any way Tenant's liability for Taxes respecting the Suite F Expansion Space. Landlord and Tenant acknowledge that for purposes of Operating Expenses payable by Tenant being herein called “respecting the Suite F Expansion Space, Tenant’s Operating Expense Share”). However, (i) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of the Term, the Tenant’s Operating Expense 's Pro Rata Share shall be prorated to correspond to that portion of such calendar year occurring within the Termequal 7.54%. (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 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 only on the first (1st) day of each calendar month occurring after the calendar month in which 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 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 Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For each calendar year occurring during the Term, Tenant Lessee shall pay to LandlordLessor during the Term hereof, in addition to the Base Rent, Lessee's Share, as Additional Renthereinafter defined, an of all Operating Expenses, in excess of the amount equal established during the January 1, 1999 through December 31, 1999 term of this Lease ("Base Year"), as determined by standard accounting practices, calculated assuming the Building is ninety-five percent (95%) occupied during the Base Year. Lessee shall not be responsible for any capital expenses. Lessee shall have the right to Tenant’s Occupancy Percentage audit any passthroughs (Operating Expenses in excess of the Base Year Operating Expenses), however in no case shall Lessor pass through any amount greater than five percent (5%) of the Lessee's Share of the Operating Expenses for such calendar year the Base Year, non-cumulative, per year. The maximum amount of the passthrough shall be calculated as hereinafter provided follows: Lessee's Share of the Base Year Operating Expenses, expressed as a cost per square foot, shall be multiplied by five percent (5%), which shall represent the maximum amount so payable by Tenant being herein called “Tenant’s of Operating Expense Share”per square foot that may be passed through to Lessee in any one year ("Annual Maximum Operating Expense Passthrough"). However, (i) for the first calendar year occurring within the Term (i.e., the calendar year commencing Commencing on January 1, 2004 2000, and ending on December 31continuing each successive January 1 thereafter, 2004Lessor shall provide Lessee with a reasonably detailed statement of the total Operating Expenses and the Lessee's Share of those Operating Expenses to be passed through ("Operating Expense Statement"). Lessee shall pay to Lessor Lessee's Share, pursuant to Lessee's right to audit the Operating Expense Statement, which shall be the lesser amount of the following: (a) Lessee's Annual Maximum Operating Expense Passthrough; or (b) Lessee's Share per square foot of Operating Expenses as calculated for the current year. Operating Expenses shall be deemed to consist only of amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 in accordance with the following provisions: (1a) For each calendar month occurring during any such calendar yearLessee's Share" is defined, Tenantfor purposes of this Lease, on as 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 percentage set forth in paragraph 1.8 of the Monthly Estimated OE Payment for such calendar yearBasic Lease Provisions, and (B) for which percentage has been determined by dividing the balance approximate rentable square footage of the first calendar year occurring within Premises by the Term (i.e., total approximate square footage of the period commencing on the Commencement Date and ending on December 31, 2004), the Monthly Estimated OE Payments shall be rentable space contained in the amount Office Building Project. It is understood and agreed that the rentable square footage figures set forth on Exhibit C hereto, in the Basic Lease Provisions are approximations which Lessor and Lessee agree are reasonable and shall not be payable only on subject to revision except in connection with an actual change in the first (1st) day of each calendar month occurring after the calendar month in which the Commencement Date occurs, and (C) for any calendar year which ends later than the last day size of the Term, Premises or a change in the Monthly Estimated OE Payments shall be made only space available for calendar months during such calendar year occurring within lease in the TermOffice Building Project. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________

Operating Expenses. (a) For 3.3.1 Commencing on the Commencement Date for each calendar year occurring during of Powered Shell-A and the TermServer Room, Powered Shell-C, and Powered Shell-B and the Operational Space, Tenant shall be obligated to pay to Landlord, Landlord as Additional Rent, Rent an amount equal to Tenant’s Occupancy Percentage Operating Expenses (Actual) for such component of the Building. 3.3.2 No later than sixty (60) days prior to the date that Landlord reasonably anticipates the Commencement Date to occur, Landlord shall provide to Tenant a statement of the Operating Expenses for such calendar year as hereinafter provided (the amount so payable by Tenant being herein called “Tenant’s Operating Expense Share”). However, (iProjected) for the 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 amounts paid or incurred on, or subsequent to, the Commencement Date, and (ii) for any calendar year which ends later than the last day of 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 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 only on the first (1st) last day of each calendar month occurring after the calendar month year in which the Commencement Date occurs. In addition, and no later than sixty (C60) days before the beginning of each calendar year thereafter, Landlord shall provide to Tenant a statement of the Operating Expenses (Projected) for the immediately following calendar year. Such initial statement of the Operating Expenses (Projected) and each subsequent statement of the Operating Expenses (Projected) are referred to herein as the “Operating Expenses Budget”. Each Operating Expenses Budget shall be subject to Tenant’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, it shall be unreasonable for Tenant to withhold its approval of any proposed Operating Expenses Budget unless Tenant is able to demonstrate and reasonably justify an alternative budget that will result in fifteen (15%) or more in annual savings as compared to the proposed Operating Expenses Budget. 3.3.3 Tenant shall pay each Projected Operating Expenses Installment to Landlord the first day of each month during the Term of the Lease. Until Tenant has received the statement of the Operating Expenses (Projected) from Landlord, Tenant shall continue to pay Projected Operating Expenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon ▇▇▇▇▇▇’s receipt of such statement of the Operating Expenses (Projected), Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by ▇▇▇▇▇▇ as Projected Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before May 15 after the end of each calendar year, showing Operating Expenses (Actual) as compared to the Operating Expenses (Projected) for such calendar year. If the Operating Expenses (Actual) for such calendar year exceeds the aggregate of the Projected Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following ▇▇▇▇▇▇’s receipt of such statement, the amount of such excess. However, if the Operating Expenses (Actual) for such calendar year is less than the aggregate of Projected Operating Expenses Installments collected by Landlord from Tenant, Landlord shall pay to Tenant, within thirty (30) days following ▇▇▇▇▇▇’s receipt of such statement, the amount of such excess. Landlord shall have the right from time to time during each calendar year to propose an update to the Operating Expenses (Projected) and provide Tenant with a revised statement thereof, which ends later than proposed update shall be subject to Tenant’s approval rights set forth in Section 3.3.2 above. Thereafter, Tenant shall pay Projected Operating Expenses Installments on the basis of the revised statement. If the Commencement Date is not the first day of a calendar year, or the expiration or earlier termination date of this Lease is not the last day of the Terma calendar year, the Monthly Estimated OE Payments Operating Expenses (Actual) shall be made only for calendar months during such calendar year occurring within prorated. The foregoing adjustment provisions shall survive the Termexpiration or termination of the Term of this Lease. 3.3.4 Landlord agrees to keep books and records reflecting the Operating Expenses of the Property in accordance with generally accepted accounting principles. Tenant, at its expense, shall have the right, once per year, within twelve (212) Any overpayment or underpayment months after receiving Landlord’s statement of Operating Expenses (Actual) for a particular year, to audit Landlord’s books and records relating to the Operating Expenses as the case may be for such year. If within such twelve (12) month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Operating Expenses (Actual), Tenant shall be deemed to have approved such statement in all respects. Such audit shall be conducted by an independent, nationally recognized accounting firm. For the avoidance of doubt, any all information obtained through the Tenant’s Operating Expense Share for audit with respect to financial matters and any calendar year based on other matters pertaining to Landlord and/or the Monthly Estimated OE Payments on account thereof Property, as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be reconciled after subject to the end provisions of Section 17.19 hereof. Notwithstanding the foregoing, if the amount of Operating Expenses (Actual) set forth in Landlord’s statement is determined by ▇▇▇▇▇▇’s audit to have been overstated by Landlord by more than [***], Landlord shall reimburse Tenant for such calendar year as provided overcharge and the commercially reasonable, out of pocket hourly or flat fee costs and expenses paid by Tenant in Section 2.2(f). ________________________________________________________________________________________________________________________connection with ▇▇▇▇▇▇’s review.

Operating Expenses. (a) For each calendar year occurring during A. In addition to the Termbase rent set forth above, Tenant shall pay to LandlordLandlord on the first day of each month during the term of this Lease, as Additional Rent, an amount a sum which is equal to Tenant’s Occupancy Percentage one Twelfth (1/12) of the Operating Expenses for such calendar year as hereinafter provided Sixty-Five percent (the amount so payable by Tenant being herein called 65%) (“Tenant’s Operating Expense Prorated Share”). However) 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 incurred by Landlord in connection with the maintenance and operation of the Building and the Premises and paid by Landlord in each calendar year during the term of this Lease, (i) with proper adjustments to exclude any such charges for the portion of the first and last calendar year occurring within years which precede commencement and follow expiration of this Lease, and to exclude any increases in such charges due to a change in the Term (i.e.assessed value of any property, other than the Premises owned by Landlord. If not definitively established by invoice, the calendar annual real estate taxes and Operating Expenses to be allocated to Tenant hereunder shall be estimated based upon such expenses incurred by Landlord during the preceding 12 month period. Each year commencing during the term of this Lease, on or before January 131st, 2004 Landlord shall provide to Tenant verification of the actual taxes and ending on December 31Operating 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, 2004)then Landlord shall invoice Tenant for the difference and Tenant shall pay such sum within 30 days of receipt of such invoice. If the estimate of taxes and Operating Expenses utilized by Landlord 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 be solely responsible for the timely payment thereof. B. For the purpose of this Lease, Operating Expenses shall be deemed to consist only defined as including ordinary and reasonable expenses incurred by Landlord in connection with the maintenance and operation of amounts paid or incurred onthe Building and the Property, or subsequent toexcluding such costs for maintenance and repairs which are Landlord’s responsibility hereunder. Such Operating Expenses shall include costs of landscaping, snow and ice removal, pest control, the Commencement Datecost of a maintenance agreement(s) covering the HVAC system(s) servicing the Building and the Premises, insurance premiums paid by landlord for property and (ii) for any calendar year which ends later than the last day of 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, casualty insurance 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 Building and the related and appurtenant improvements and for such calendar year liability insurance as shown on the Final Budget for such calendar year (such payments on account being herein called the “Monthly Estimated OE Payments”)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 (A) 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 any employees, on any costs incurred by Landlord which are the responsibility of any other tenant or occupant in the Building to pay. In addition, Operating Expenses shall not include costs of any capital improvements, repairs or replacements completed by Landlord, unless such improvements are requested by notice to Tenant, may, at any time Tenant and from time to time during any calendar year, reduce the amount of 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 cost thereof has been expressly approved by Tenant in the amount set forth on Exhibit C hereto, and shall be payable only on the first (1st) day of each calendar month occurring after the calendar month in which 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 made only for calendar months during such calendar year occurring within the Termwriting. (2) Any overpayment or underpayment of Tenant’s Operating Expense Share for any calendar year based on the Monthly Estimated OE Payments on account thereof shall be reconciled after the end of such calendar year as provided in Section 2.2(f). ________________________________________________________________________________________________________________________