Common use of Additional Tenant Improvements Clause in Contracts

Additional Tenant Improvements. The Plans and Specifications for the Additional Tenant Improvements shall be mutually approved by the parties (which approval shall not be unreasonably withheld, delayed, or conditioned). A copy of the approved Plans and Specifications for the Additional Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by the Commencement Date. Each of these dates shall automatically be extended for the following (the “Permitted Delays”): (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession of the Premises.

Additional Tenant Improvements. The Plans and Specifications for Commencing on the Effective Date, Tenant shall be permitted to enter into the Additional Tenant Improvements Premises and furnish and install, at Tenant’s expense (subject to Section 4.3 below), all of those interior improvements to the Additional Premises shown on Tenant’s space plan attached hereto as Exhibit “C”, in accordance with the terms and conditions for “Alterations” contained in Paragraph 6 of the Lease (including, without limitation, submission and approval by Landlord of plans and specification), but without regard to Paragraph 6(b) of the Lease. Although Exhibit “C” includes portions of the Existing Premises in addition to the Additional Premises, Landlord has not, and does not by attachment of Exhibit “C” to this Amendment, approve any Alterations shown on Exhibit “C” and located outside the Additional Premises. All interior improvements to be located within the Additional Premises (exclusive of tenant’s trade fixtures, furnishings and equipment) shown on Exhibit “C” shall be mutually approved defined herein as the “Additional Tenant Improvements,” and shall be included within the definition of “Tenant Improvements” in the Lease. Tenant shall be liable for any damages to the Additional Premises caused by Tenant’s or its representatives’ or contractors’ activities at the parties (which approval shall not be unreasonably withheld, delayed, Additional Premises prior to the Expansion Commencement Date and for any unreasonable interference with or conditioned). A copy delay in completion of the approved Plans and Specifications for Landlord’s Work caused by Tenant’s activities in the Additional Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the otherPremises. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause entering the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by the Commencement Date. Each of these dates shall automatically be extended for the following (the “Permitted Delays”): (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted DelaysPremises, Tenant shall have cause all insurance it is required to obtain under the right Lease to terminate this Lease upon giving Landlord written notice of termination at any time prior apply to its taking possession of the PremisesAdditional Premises and Tenant’s use and activities thereon.

Additional Tenant Improvements. The Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for work other than the Tenant Improvements described in Tenant’s Plans and Specifications for and the Working Drawings (“Additional Tenant Improvements shall be mutually approved Improvements”) and the approval by the parties (Landlord of such Additional Tenant Improvements, which approval Landlord agrees shall not be unreasonably withheld, condition or delayed, or conditionedLandlord shall perform such Additional Tenant Improvements, at Tenant’s sole cost and expense, subject, however, to the following provisions of this Article 8.2(h). A copy Prior to commencing any Additional Tenant Improvements requested by Tenant, Landlord shall submit to Tenant a written statement of the approved Plans and Specifications cost of such Additional Tenant Improvements, and, concurrently with such statement of cost, Landlord shall also submit to Tenant a proposed tenant extra order (the “TEO”) for the Additional Tenant Improvements Improvements. Tenant shall be initialed by each party execute and attached deliver to this Lease subsequent Landlord such TEO and shall pay to its execution by Landlord the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice entire cost of termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements within five (5) business days after Landlord’s submission of such statement and TEO to be “Substantially Completed” by Tenant. If Tenant fails to execute or deliver such TEO or pay the Target Commencement Date andentire cost of such Additional Tenant Improvements within such 5-business day period, in then Landlord shall not perform any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by and shall proceed to do only the Commencement DateTenant Improvements, as specified in Tenant’s Plans and Specifications and the Working Drawings. Each of these The dates shall automatically set forth in this Article will be extended for the following (time period equal to the “Permitted Delays”): (a) delay identified in the TEO, if any, that the Additional Tenant delays (including, but not limited toImprovements delay Substantial Completion of Landlord’s Work, Tenant’s failure Improvements or Landlord’s Project Improvements. Notwithstanding any other terms or provisions in this Lease, if there are excess Tenant Improvement Allowance funds, Tenant may elect to provide Landlord with every thing reasonably necessary to enable Landlord to complete apply said excess Tenant Improvement Allowance funds toward the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because cost of the Permitted Delays, Additional Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession of the PremisesImprovements.

Additional Tenant Improvements. The Plans In the event Lessee requests Additional Tenant Improvements prior to its initial occupancy of the Premises, such Improvements shall be subject to Lessor’s prior approval, with the understanding that the total cost of said Additional Tenant Improvements shall be the sole responsibility of Lessee. If Lessor and Specifications Lessee are unable to agree upon the plans for, or the cost of any such proposed Additional Tenant Improvements, Lessor shall not be obligated to construct such Additional Tenant Improvements. In the event Additional Tenant Improvements are approved by Lessor, then Lessor shall prepare an Additional Work Authorization (“AWA”) outlining the specific additional work to be completed and shall deliver same to Lessee. Lessee shall execute said AWA and return it to Lessor, together with a check for the total cost of such Additional Tenant Improvements. Lessor shall not be obligated to commence construction of any approved Additional Tenant Improvements until Lessor has received such signed AWA and the check, Further, should the Additional Tenant Improvements requested by Lessee result in a delay in the completion of the work as set forth in Item G hereinabove beyond the date that work would have been completed had such Additional Tenant Improvements not been requested, then Lessee agrees the Commencement Date for this lease will be effective upon the date those Tenant Improvements would have originally been completed, regardless of whether Lessor has actually completed the Tenant Improvements as set forth herein on that date, or whether Lessee can occupy the Premises on or before that date. In the event Lessee requires Additional Tenant Improvements in subject Premises after lease execution, such improvements shall be subject to Lessor’s prior approval, with the understanding that the total cost of the Additional Tenant Improvements shall be mutually approved by the parties (which approval sole responsibility of Lessee. If Lessor and Lessee are unable to agree upon the plans for, or the cost of, any such proposed Additional Tenant Improvements, Lessor shall not be unreasonably withheldobligated to construct such Additional Tenant Improvements. In the event Additional Tenant Improvements are approved by Lessor, delayedthen Lessor shall prepare an Additional Work Authorization (“AWA”) outlining the specific additional work to be completed and shall deliver same to Lessee. Lessee shall execute said AWA and return it to Lessor, or conditioned)together with a check for the total cost of such Additional Tenant Improvements. A copy Lessor shall not be obligated to commence construction of any approved Additional Tenant Improvements until Lessor has received such signed AWA and the check. Any construction delay arising out of Lessee’s request for any Additional Tenant Improvements shall not affect the payment of Rent as set forth herein. All Rent payments shall be due on the first of each month of the approved Plans and Specifications for Lease Term regardless of whether or not the Additional Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by the Commencement Date. Each of these dates shall automatically be extended for the following (the “Permitted Delays”): (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession of the Premisesbeen completed or delayed.

Additional Tenant Improvements. The Plans and Specifications for Subject to the Additional provisions above in ARTICLE V regarding Tenant Improvements to the demised premises, Tenant shall be mutually approved by not make exterior or structural alterations or improvements to the parties (demised premises, without the prior written consent of Landlord, which approval consent shall not be unreasonably withheld, withheld or delayed, . Tenant may make non-structural and/or non-storefront alterations or conditioned)improvements to the demised premises without Landlord’ s consent provided the cost of such alterations or improvements do not exceed the sum of $50,000.00. A copy of the approved Plans and Specifications for the Additional Tenant Improvements All such work shall be initialed made in conformity with Applicable Requirements (as defined at Section 14.6), and insurance requirements and in a good and workmanlike manner, employing materials of first quality. All alterations, improvements and additions made by each party and attached to this Lease subsequent to its execution by Tenant shall remain upon the parties. If, despite reasonable efforts, demised premises at the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of expiration or earlier termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent and shall become the property of Landlord from “Substantially Completing” except for Tenant’s trade fixtures, signs and other personal property which Tenant shall remove at or prior to the Additional end of the term of this Lease. If Tenant Improvements by has not removed such fixtures, signs and other personal property at or prior to the Commencement Dateend of the term of this Lease, then Landlord, at its option, may remove the same at the cost of the Tenant. Each Tenant shall procure all necessary governmental permits before undertaking any work and shall comply with all applicable governmental requirements in respect of these dates such work, and Landlord shall automatically reasonably cooperate with Tenant in respect of obtaining such permits. All work of Tenant shall be extended for the following (the “Permitted Delays”): made solely at Tenant’s expense and Tenant agrees to indemnify, defend and save harmless Landlord (a) Tenant delays (includingon account of any injury to any third person or property by reason of any such alterations, but not limited toadditions, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, or improvements and Tenant change orders); (b) each day from the payment of any claim on account of bills for labor or materials furnished or claimed to have been furnished in excess of three (3) weeksconnection with such alterations, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused additions or improvements made by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession of the PremisesTenant.

Additional Tenant Improvements. The Plans Landlord shall select a contractor (the “Contractor”) to construct and Specifications for install the Additional Tenant Improvements (as defined below). The Contractor, at Landlord’s sole cost and expense, shall construct and install the tenant improvements (the “Additional Tenant Improvements”) in the Current Leased Premises and the Additional Leased Premises, as applicable, with Building standard materials, substantially in accordance with the space plan labeled SP-2 prepared by ID/Architecture, dated 6-29-10 (“Tenant’s Plans”) attached to this Exhibit F as Exhibit F-1. Notwithstanding the foregoing, the parties agree that any improvement or installation that is not referenced in Exhibit F-1 shall be mutually approved by Tenant’s responsibility, including, without limitation, additional (or relocation of) phone and data cabling, Tenant’s security system, telephone conduits, furniture, fixtures, and equipment, or any specialized improvements. Landlord shall cause the parties preparation of construction documents (the “Construction Documents”) consistent with Tenant’s Plans, which shall be subject to Tenant’s written approval, which approval shall not be unreasonably withheld, conditioned or delayed, or conditioned). A copy and upon such approval shall be known as the “Final Construction Documents.” In addition to the foregoing, as it relates to the transformer noise in the warehouse, if the noise cannot be reduced, in Tenant’s reasonable determination, Tenant may request, in writing to Landlord, that Landlord (at Landlord’s sole cost) install a door to the existing cased opening in the room to mitigate the noise, which door shall be installed, by Landlord as part of the approved Plans and Specifications for the Additional Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by the Commencement Date. Each of these dates shall automatically be extended for the following (the “Permitted Delays”): (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession of the PremisesImprovements.

Additional Tenant Improvements. The Plans and Specifications Landlord shall make available to Tenant an additional tenant improvement allowance of up to $353,235.00 (the “Additional TI Allowance”) for the Additional construction of improvements in the Demised Premises desired by Tenant Improvements and which improvements shall be mutually approved by of a fixed and permanent nature (the parties (which approval shall “Additional Improvements”). The Additional TI Allowance may not be unreasonably withheld, delayed, or conditioned)used for the purchase of any personal property. A copy The Additional TI Allowance shall be available for disbursement to Tenant for the construction of the approved Plans and Specifications for Additional Improvements until June 30, 2009, after which date Landlord’s obligation to fund the Additional TI Allowance shall expire. Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other. Prior to the Commencement Date: acknowledges that (i) Landlord will provide carpetLandlord’s prior written consent shall be required with respect to the Additional Improvements (which consent shall be granted or withheld in accordance with the standards established in Section 17 of the Lease), VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) upon the expiration of the Term of the Lease, the Additional Improvements shall become the property of Landlord and may not be removed by Tenant. Except for the Additional TI Allowance, Tenant shall repair be solely responsible for all of the costs of the Additional Improvements. The Additional Improvements shall be treated as alterations and replace shall be undertaken pursuant to Section 17 of the missing water heater pan drain line on Lease. Tenant acknowledges that construction of the lavatory drain Additional Improvements may adversely affect Tenant’s use and occupancy of the Demised Premises. Tenant waives all claims against Landlord in the women’s restroomconnection with Additional Improvements including, without limitation, claims for rent abatement. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by the Commencement Date. Each of these dates shall automatically be extended for the following (the “Permitted Delays”): (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease approve the contractor and construction contracts for the Additional Improvements. Landlord shall fund the Additional TI Allowance upon giving Landlord written notice of termination at any time prior to its taking possession completion of the Additional Improvements and upon presentation to Landlord of a draw request and such other documents as may be requested by Landlord including, without limitation, (x) sworn statements setting forth the names of all contractors and subcontractors who did work on the Additional Improvements and final lien waivers from all such contractors and subcontractors; and (y) “as built” plans for the Additional Improvements. Notwithstanding the terms of Section 17.10 of the Lease requiring the Copyright ã 2005, Alexandria Real Estate Equities, Inc, ALL RIGHTS RESERVED, Confidential and Proprietary — Do Not Copy or Distributed. Alexandria and the Alexandria Logo are registered trademarks of Alexandria real Estate Equities, Inc. payment by Tenant of an amount equal to 2% of all charges incurred by Tenant in connection with any alterations, additions or improvements to the Premises, Tenant shall not by required to pay such amount in connection with the Additional Improvements.

Additional Tenant Improvements. The All Additional Tenant Improvements shall be performed by Tenant’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Additional TI Allowance if properly requested by Tenant pursuant to the terms of the Third Amendment) and in accordance with the Approved Plans (as defined below), the Lease and Specifications this Work Letter. To the extent that the total projected cost of the Additional Tenant Improvements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall advance to Landlord any Excess TI Costs within ten (10) days after receipt of an invoice therefor, but in any case before Tenant commences the Additional Tenant Improvements. If the actual Excess TI Costs are less than the Excess TI Costs paid by Tenant to Landlord, Landlord shall credit Tenant with the overage paid by Tenant against Tenant’s Rent obligations, beginning after Landlord has completed the final accounting for the Additional Tenant Improvements. If the cost of the Additional Tenant Improvements (as projected by Landlord) increases over Landlord’s initial projection, then Landlord may notify Tenant and Tenant shall deposit any additional Excess TI Costs with Landlord in the same way that Tenant deposited the initial Excess TI Costs. If Tenant fails to pay, or is late in paying, any sum due to Landlord under this Work Letter, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. All material and equipment furnished by Tenant or its contractors as the Additional Tenant Improvements shall be mutually approved by the parties (which approval shall not be unreasonably withheld, delayed, new or conditioned). A copy of the approved Plans and Specifications for “like new;” the Additional Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. Ifperformed in a first-class, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00workmanlike manner; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause quality of the Additional Tenant Improvements shall be of a nature and character not less than the Building Standard. Tenant shall take, and shall require its contractors to be “Substantially Completed” by take, commercially reasonable steps to protect the Target Commencement Date andPremises during the performance of any Additional Tenant Improvements, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. Except as otherwise set forth in any eventSection 5.1 of the Amendment, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the all Additional Tenant Improvements by shall be performed in accordance with Article 7 of the Commencement Date. Each Original Lease and will be deemed Alterations for all purposes under the Lease, including repair and maintenance; provided that, notwithstanding anything in the Lease or this Work Letter to the contrary, in the event of these dates shall automatically be extended for a conflict between the following (the “Permitted Delays”): (a) Tenant delays Amendment (including, but not limited towithout limitation, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, Section 5.1) or this Work Letter and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because Article 7 of the Permitted DelaysOriginal Lease, Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession terms of the PremisesAmendment or Work Letter (as applicable) shall govern.

Additional Tenant Improvements. The Plans and Specifications In addition to Landlord's Allowance, if requested by Tenant, Landlord agrees to finance for Tenant up to $5.00 per rentable square foot of the Premises towards the Additional Cost for the Additional initial Tenant Improvements or any Changes thereto requested by Tenant prior to the Commencement Date which are approved by Landlord ("UPGRADED IMPROVEMENTS") as provided below. Tenant shall notify Landlord in writing within sixty (60) days prior to the Scheduled Commencement Date (the "FINAL FINANCING REQUEST DATE") if Tenant wishes to accept all or a portion of Landlord's offer under this Paragraph 5. Tenant's failure to so notify Landlord shall constitute Tenant's irrevocable waiver of any rights under this Paragraph 5 as to the financing by Landlord of any Upgraded Improvements which are not so identified in such notice. Upon receipt of such notice, Landlord shall pay the costs for the Upgraded Improvements, or reimburse Tenant for such amount, up to the above-specified limit and Tenant shall pay any additional amount for such Upgraded Improvements if Tenant has not already done so. Upon the satisfaction of the conditions and Landlord's payment of the amounts as provided above, Base Rent shall be mutually approved by the parties (which approval shall not be unreasonably withheld, delayed, or conditioned). A copy increased as of the approved Plans and Specifications for next occurring due date by an amount necessary to amortize the Additional Tenant Upgraded Improvements shall paid by Landlord, such amounts to be initialed by each party and attached to amortized in equal monthly installments over the remaining portion of the initial Term of this Lease subsequent to its execution (or over the first two Lease Years if so requested by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other. Prior Tenant prior to the Commencement Date: ) at the Amortization Rate compounded monthly. SCHEDULE 1 ---------- to EXHIBIT B --------- ATTACHED TO AND FORMING A PART OF LEASE AGREEMENT DATED AS OF FEBRUARY 1, 2001 BETWEEN LENOX PARK BUILDING F PARTNERS, AS LANDLORD, AND ▇▇▇▇▇▇▇ SPORTS, INC., AS TENANT CERTAIN LANDLORD WORK --------------------- ALLOCATION OF COSTS FOR TENANT IMPROVEMENT CONSTRUCTION -------------------------------------------------------------------------------- ITEM PROVIDED IN FUNDED FROM TENANT BASE BUILDING BY IMPROVEMENT ALLOWANCE LANDLORD -------------------------------------------- ABOVE BELOW FINISHED FINISHED CEILING CEILING -------------------------------------------------------------------------------- Space Utilization Program o -------------------------------------------------------------------------------- Space Planning/Drawings/Prints o -------------------------------------------------------------------------------- Interior Decorating Services o -------------------------------------------------------------------------------- Building Core Access Control System o -------------------------------------------------------------------------------- Access Control Tenant Space o -------------------------------------------------------------------------------- Fire Protection Sprinkler System o -------------------------------------------------------------------------------- Sprinkler heads and pipingTenant Space o -------------------------------------------------------------------------------- HVAC System o -------------------------------------------------------------------------------- HVAC VAV boxes and thermostats o -------------------------------------------------------------------------------- HVAC Distribution & Ceiling registers o -------------------------------------------------------------------------------- Electrical Distribution System o -------------------------------------------------------------------------------- Electrical outlets o -------------------------------------------------------------------------------- Lighting fixtures and installation o -------------------------------------------------------------------------------- Light switches o -------------------------------------------------------------------------------- Ceiling Grid/ Ceiling tiles o -------------------------------------------------------------------------------- Demising partition walls o -------------------------------------------------------------------------------- Tenant partition walls o -------------------------------------------------------------------------------- Entry doors (iin public hallways) Landlord will provide carpeto -------------------------------------------------------------------------------- Interior doors o -------------------------------------------------------------------------------- Hardware and door closers o -------------------------------------------------------------------------------- Floor coverings VCT Tile/Carpet o -------------------------------------------------------------------------------- Wall base o -------------------------------------------------------------------------------- Wall coverings vinyl/paint o -------------------------------------------------------------------------------- Millwork, VCT cabinets, and paint and other repairs counters o -------------------------------------------------------------------------------- Sinks & Plumbing o -------------------------------------------------------------------------------- Exterior Window Blinds o -------------------------------------------------------------------------------- Interior Window Blinds o -------------------------------------------------------------------------------- SCHEDULE 2 ---------- to EXHIBIT B --------- ATTACHED TO AND FORMING A PART OF LEASE AGREEMENT DATED AS OF FEBRUARY 1, 2001 BETWEEN LENOX PARK BUILDING F PARTNERS, AS LANDLORD, AND ▇▇▇▇▇▇▇ SPORTS, INC., AS TENANT FINISH SCHEDULE AND NOTES FROM ▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------------------- (SEE ATTACHMENT) ---------------- EXHIBIT C --------- ATTACHED TO AND FORMING A PART OF LEASE AGREEMENT DATED AS OF FEBRUARY 1, 2001 BETWEEN LENOX PARK BUILDING F PARTNERS, AS LANDLORD, AND ▇▇▇▇▇▇▇ SPORTS, INC., AS TENANT BUILDING RULES -------------- The following Building Rules are additional provisions of the foregoing Lease to which they are attached. The capitalized terms used herein have the same meanings as specified these terms are given in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by the Commencement Date. Each of these dates shall automatically be extended for the following (the “Permitted Delays”): (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession of the PremisesLease.

Additional Tenant Improvements. The Plans and Specifications Landlord hereby grants Tenant a Construction Allowance of Fifteen Dollars ($15.00) per rentable square foot ("LANDLORD'S CONSTRUCTION ALLOWANCE") for the cost of additional generic tenant improvements to be installed by Tenant in the Premises (the "ADDITIONAL TENANT IMPROVEMENTS"). Tenant shall submit its plans for the Additional Tenant Improvements shall be mutually approved by for Landlord's approval (the parties (which approval shall not be unreasonably withheld, delayed, or conditioned). A copy "APPROVED WORK") prior to the commencement of construction of the approved Plans and Specifications Approved Work Tenant may, at Tenant's option, submit to Landlord conceptual plans for the Additional Tenant Improvements for Landlord's approval, which conceptual plans shall be initialed by each party indicate the type and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice general nature of termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by and the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution approximate location of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements if said conceptual plans have been prepared, initialed and attached hereto, the plans are deemed approved by Landlord and Tenant. Landlord agrees to reasonably approve subsequent detailed construction plans so long as said construction plans substantially conform to the Commencement Datepreviously approved conceptual plans. Each Landlord shall pay Tenant's outside vendors or contractors for materials and services constituting the Approved Work, up to the maximum Landlord's Construction Allowance set forth in this (P)29.b., upon Tenant's submittal to Landlord of these dates approved invoices and lien releases for payment. Subject to the total amount available within the Landlord's Construction Allowance, Tenant shall automatically also be extended reimbursed from Landlord's Construction Allowance for the following reasonable cost of plans and permits relating to the installation of the Approved Work. All of the work to be done by Tenant under this (P)29 b shall be done in accordance with the “Permitted Delays”): provisions of (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, P)14. hereof and Tenant change orders); (b) each day shall be required to follow Landlord's reasonable rules and regulations relating to contractors working in excess of three (3) weeks, after the Building. Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease upon giving Landlord written notice reasonably approve all of termination at any time prior Tenant's proposed contractors and subcontractors related to its taking possession the installation of the PremisesApproved Work.

Additional Tenant Improvements. The Plans In the event Tenant requests Additional Tenant Improvements prior to its initial occupancy of the Additional Space, such improvements shall be subject to Landlord’s prior approval, with the understanding that the total cost of said Additional Tenant Improvements shall be the sole responsibility of Tenant. If Landlord and Specifications Tenant are unable to agree upon the plans for, or the cost of any such proposed Additional Tenant Improvements, Landlord shall not be obligated to construct such Additional Tenant Improvements. In the event Additional Tenant Improvements are approved by Landlord, then Landlord shall prepare an Additional Work Authorization (“AWA”) outlining the specific additional work to be completed and shall deliver same to Tenant. Tenant shall execute said AWA and return it to Landlord, together with a check for the total cost of such Additional Tenant Improvements. Landlord shall not be obligated to commence construction of any approved Additional Tenant Improvements until Landlord has received such signed AWA and the check. Further, should the Additional Tenant Improvements requested by Tenant result in a delay in the completion of the work as set forth in Item 5 hereinabove beyond the date that work would have been completed had such Additional Tenant Improvements not been requested, then Tenant agrees the Commencement Date for this lease will be effective upon the date those Tenant Improvements would have originally been completed, regardless of whether Landlord has actually completed the Tenant Improvements as set forth herein on that date, or whether Tenant can occupy the Premises on or before that date. In the event Tenant requires Additional Tenant Improvements in the Additional Space after execution of this First Amendment, such improvements shall be subject to Landlord’s prior approval, with the understanding that the total cost of the Additional Tenant Improvements shall be mutually approved by the parties (which approval sole responsibility of Tenant. If Landlord and Tenant are unable to agree upon the plans for, or the cost of, any such proposed Additional Tenant Improvements, Landlord shall not be unreasonably withheldobligated to construct such Additional Tenant Improvements. In the event Additional Tenant Improvements are approved by Landlord, delayedthen Landlord shall prepare an Additional Work Authorization (“AWA”) outlining the specific additional work to be completed and shall deliver same to Tenant. Tenant shall execute said AWA and return it to Landlord, or conditioned)together with a check for the total cost of such Additional Tenant Improvements. A copy Landlord shall not be obligated to commence construction of any approved Additional Tenant Improvements until Landlord has received such signed AWA and the check. Any construction delay arising out of Tenant’s request for any Additional Tenant Improvements shall not affect the payment of Rent as set forth herein. All Rent payments shall be due on the first of each month of the approved Plans and Specifications for Lease Term regardless of whether or not the Additional Tenant Improvements shall be initialed by each party and attached to this Lease subsequent to its execution by the parties. If, despite reasonable efforts, the parties are unable to agree on the Plans and Specifications within thirty (30) days after the Execution Date, either party may terminate this Lease by giving Landlord written notice of termination to the other. Prior to the Commencement Date: (i) Landlord will provide carpet, VCT and paint and other repairs as specified in the construction quote provided by Spec Con General Contractors as dated March 8, 2005, the total amount of which is estimated to be $8,293.00; and (ii) Landlord shall repair and replace the missing water heater pan drain line on the lavatory drain in the women’s restroom. Landlord shall use commercially reasonable efforts to cause the Additional Tenant Improvements to be “Substantially Completed” by the Target Commencement Date and, in any event, by the Outside Commencement Date. The parties, however, acknowledge that delays attributable to Tenant before execution of this Lease will prevent Landlord from “Substantially Completing” the Additional Tenant Improvements by the Commencement Date. Each of these dates shall automatically be extended for the following (the “Permitted Delays”): (a) Tenant delays (including, but not limited to, Tenant’s failure to provide Landlord with every thing reasonably necessary to enable Landlord to complete the construction drawings for the Premises by the Construction Drawings Completion Date, Tenant’s failure to meet the Budget Approval Date, and Tenant change orders); (b) each day in excess of three (3) weeks, after Landlord s application, that it takes to obtain the building permits; and (c) delays in construction caused by weather. If Landlord fails to meet the Outside Commencement Date, other than because of the Permitted Delays, Tenant shall have the right to terminate this Lease upon giving Landlord written notice of termination at any time prior to its taking possession of the Premisesbeen completed or delayed.