3003 SUMMIT LEASE AGREEMENT BY AND BETWEEN PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, AS LANDLORD AND AUTOTRADER.COM, INC., AS TENANT

Exhibit 10.22

Execution Copy

6 of 6

3003 SUMMIT

LEASE AGREEMENT

BY AND BETWEEN

PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP,

AS LANDLORD

AND

▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.,

AS TENANT

TABLE OF CONTENTS


	PAGE
ARTICLE I	1

SECTION 1.01 PREMISES	1
SECTION 1.02 TERM	6
SECTION 1.03 USE OF OFFICE PREMISES	13
SECTION 1.04 USE OF CAFÉ PREMISES AND RETAIL PREMISES	14
SECTION 1.05 LANDLORD’S RELOCATION RIGHT	17
SECTION 1.06 SURVIVAL	17

ARTICLE II	17

SECTION 2.01 RENTAL PAYMENTS	17
SECTION 2.02 BASE RENTAL	18
SECTION 2.03 ADDITIONAL RENTAL	18
SECTION 2.04 OPERATING EXPENSES	19
SECTION 2.05 SECURITY DEPOSIT	28

ARTICLE III	28

SECTION 3.01 SERVICES	28
SECTION 3.02 KEYS AND LOCKS; SECURITY	32
SECTION 3.03 GRAPHICS, BUILDING DIRECTORY AND NAME	33
SECTION 3.04 PARKING	34

ARTICLE IV	35

SECTION 4.01 CARE OF PREMISES	35
SECTION 4.02 ENTRY FOR REPAIRS AND INSPECTION	35
SECTION 4.03 NUISANCE	35
SECTION 4.04 LAWS AND REGULATIONS; RULES OF BUILDING	36
SECTION 4.05 LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE	36
SECTION 4.06 COMPLIANCE WITH LEGAL REQUIREMENTS	36
SECTION 4.07 ELECTRONIC SERVICES	38

ARTICLE V	42

SECTION 5.01 LEASEHOLD IMPROVEMENTS	42
SECTION 5.02 REPAIRS BY LANDLORD	45
SECTION 5.03 REPAIRS BY TENANT	46
SECTION 5.04 AMERICANS WITH DISABILITIES ACT OF 1990	46

ARTICLE VI	47

SECTION 6.01 CONDEMNATION	47
SECTION 6.02 DAMAGES FROM CERTAIN CAUSES	48
SECTION 6.03 CASUALTY CLAUSE	48
SECTION 6.04 CASUALTY INSURANCE	50
SECTION 6.05 LIABILITY INSURANCE	50
SECTION 6.06 HOLD HARMLESS	50
SECTION 6.07 WAIVER OF SUBROGATION RIGHTS	51
SECTION 6.08 INSURANCE REQUIREMENTS		51


ARTICLE VII			51

SECTION 7.01 DEFAULT AND REMEDIES			51
SECTION 7.02 INSOLVENCY OR BANKRUPTCY			54
SECTION 7.03 LATE PAYMENTS			54
SECTION 7.04 ATTORNEYS’ FEES			54
SECTION 7.05 WAIVER OF HOMESTEAD			55
SECTION 7.06 NO WAIVER OF RIGHTS			55
SECTION 7.07 HOLDING OVER			55
SECTION 7.08 SUBORDINATION AND NON-DISTURBANCE			56
SECTION 7.09 ESTOPPEL CERTIFICATE OR THREE-PARTY AGREEMENT			57

ARTICLE VIII			58

SECTION 8.01 SUBLEASE OR ASSIGNMENT BY TENANT			58
SECTION 8.02 ASSIGNMENT BY LANDLORD			62
SECTION 8.03 PEACEFUL ENJOYMENT			62
SECTION 8.04 LIMITATION OF LANDLORD’S PERSONAL LIABILITY			62
SECTION 8.05 FORCE MAJEURE			63

ARTICLE IX			63

SECTION 9.01 NOTICES			63
SECTION 9.02 MISCELLANEOUS			64

EXHIBITS


Exhibit A	-	Description of Land
Exhibit A-1	-	Legal Description of Perimeter Summit
Exhibit B	-	Floor Plans of Premises (sheets 1 thru 18)
Exhibit B-1	-	Floor Plans of Café Premises and Retail Premises
Exhibit B-2	-	Floor Plans of Garage Storage Space (excluding P-2 Engineering Shop)
Exhibit B-3	-	Location of “Smoking Area(s)”
Exhibit B-4	-	Locations of Reserved Parking Spaces and Special Parking Areas
Exhibit C	-	Work Letter
Exhibit C-1	-	Phase I Tenant Improvement Allowance
Exhibit C-2	-	Phase II Tenant Improvement Allowance
Exhibit C-3	-	Phase III Tenant Improvement Allowance
Exhibit D	-	Construction of Phase I Leasehold Improvements
Exhibit D-1	-	Construction of Phase II Leasehold Improvements
Exhibit D-2	-	Construction of Phase III Leasehold Improvements
Exhibit D-3	-	Furniture, Fixtures and Equipment
Exhibit E	-	Air Conditioning and Heating Services
Exhibit F	-	Building Rules and Regulations
Exhibit G-1	-	Form of Phase I Net Rentable Area and Commencement Date Agreement
Exhibit G-2	-	Form of Phase II Net Rentable Area and Commencement Date Agreement
Exhibit G-3	-	Form of Phase III Net Rentable Area and Commencement Date Agreement
Exhibit H	-	Special Stipulations
Exhibit H-1	-	Health Club Floor Plan
Exhibit I	-	Prevailing Market Rate
Exhibit J	-	List of Removal Items
Exhibit K	-	Form of Side Letter Agreement
Exhibit L	-	Form of Guaranty
Exhibit M	-	Building and Monument Signs Criteria
Exhibit N	-	Intentionally Omitted
Exhibit O	-	Form of SNDA
Exhibit P	-	List of Comparable Buildings
Exhibit Q	-	Depiction of Tenant Controlled Elevator Access Controls
Exhibit R	-	Drawing of Conduit Line
Exhibit S	-	Form of Approved License Agreement
Exhibit T	-	List of Approved Contractors
Exhibit U	-	Janitorial Services
Exhibit V	-	Depiction of Computer Room Premises
Exhibit V-1	-	Description of Computer Room Equipment

iii

3003 SUMMIT

LEASE AGREEMENT

THIS LEASE AGREEMENT is made and entered into on this 11th day of January, 2010 (the “Effective Date”), by and between PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership (hereinafter called “Landlord”), and ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation, whose address for purposes hereof is set forth in Section 9.01 below (hereinafter called “Tenant”).

W I T N E S S E T H:

ARTICLE I

Section 1.01 Premises.

(a) Subject to and upon the terms hereinafter set forth, and in consideration of the sum of Ten Dollars ($10.00), the premises, and the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, Landlord does hereby lease and demise to Tenant and Tenant does hereby lease and take from Landlord those certain premises (hereinafter sometimes called the “Premises”) and that certain garage storage space (hereinafter sometimes called the “Garage Storage Space”) in the building located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (said building together with the Parking Facility [defined below] and all improvements located thereon or specifically related thereto, hereinafter collectively referred to as the “Building”) on that certain tract or parcel of land more particularly described in Exhibit A, attached hereto and incorporated herein (the “Land”), which comprises a portion of a larger tract of land originally containing approximately 83.00 acres located in DeKalb County, Georgia, more particularly described on Exhibit A-1, attached hereto and incorporated herein (said tract of land described on Exhibit A-1 being hereinafter referred to as “Perimeter Summit Office Park”), such Premises and Garage Storage Space being more particularly described as follows:

Landlord and Tenant agree that the Premises shall contain a total of approximately 390,910 rentable square feet, and shall consist of the following: (i) approximately 387,389 square feet of net rentable area of office space on Floors 1 through 18 of the Building (subject to Tenant’s re-measurement rights set forth in Special Stipulation No. 3 of Exhibit H attached hereto), as generally described or depicted on Exhibit B attached hereto and incorporated herein, being the entirety of the leasable office space in the Building (collectively, the “Office Premises”); (ii) approximately 2,921 net rentable area of café space on Floor 1 of the Building (subject to Tenant’s re-measurement rights set forth in Special Stipulation No. 3 of Exhibit H attached hereto), as generally described or depicted on Exhibit B-1 attached hereto and incorporated herein, (the “Cafe Premises”); and (iii) approximately 600 net rentable area of retail space on Floor 1 of the Building (subject to Tenant’s re-measurement rights set forth in Special Stipulation No. 3 of Exhibit H attached hereto), as generally described or depicted on Exhibit B-1, (the “Retail Premises”) (the Office Premises, Café Premises and Retail Premises are collectively referred to as the “Premises”). The Premises shall be leased and demised in three (3) phases, the “Phase I Premises,” the “Phase II Premises” and the “Phase III Premises” as set forth below. Notwithstanding the foregoing, the Phase I Premises, Phase II Premises and Phase III Premises are sometimes hereinafter collectively referred to as the “Entire Building” or the “Premises” and shall be more particularly described as follows:

(i) Phase I Premises. Subject to the terms of subsection (iv) below, the Phase I Premises shall consist of Floors 1 through 10 in their entirety, including the Retail Premises and the Café Premises located on Floor 1, the aggregate of such Phase I Premises being comprised of approximately 219,652 square feet of net rentable area; and

(ii) Phase II Premises. The Phase II Premises shall consist of Floors 15 through 18 in their entirety, with the aggregate of such Phase II Premises being comprised of approximately 98,865 square feet of net rentable area; and

(iii) Phase III Premises. The Phase III Premises shall consist of Floors 11 through 14 in their entirety, with the aggregate of such Phase III Premises being comprised of approximately 72,393 square feet of net rentable area.

In addition, Landlord hereby leases to Tenant and Tenant agrees to lease from Landlord, at no additional cost to Tenant, the Garage Storage Space consisting of approximately of 17,821 square feet of space as depicted on Exhibit B-2 attached hereto and incorporated herein, comprised of the following: (a) 9,053 square feet of space as depicted on Exhibit H-1 attached hereto and incorporated herein, which space is currently vacant and may be used for storage or be converted to a health club as more particularly described in Special Stipulation No. 2 set forth on Exhibit H attached hereto and incorporated herein, (b) 3,353 square feet of space which is currently vacant and available for immediate lease (the “Vacant Garage Storage Space”), (c) 4,115 square feet which is leased by current office tenants in the Building (the “Leased Garage Storage Space”), and (d) 1,300 square feet currently leased as the “auto salon” (the “Auto Salon Garage Space”), but the Garage Storage Space shall expressly exclude the space on Floor P-2 of the Parking Facility which is currently utilized by Landlord as an “engineering shop.” All of the Garage Storage Space shall be depicted on Exhibit B-2 and Exhibit H-1, attached hereto and incorporated herein. Landlord agrees to deliver the Garage Storage Space to Tenant as follows: (i) the Vacant Garage Storage Space shall be delivered to Tenant within five (5) business days after execution of this lease; (ii) the Leased Garage Storage Space shall be delivered to Tenant in one or more phases upon the expiration or earlier termination of the lease or license currently encumbering each such Leased Garage Storage Space; and (iii) the Auto Salon Garage Storage Space shall be delivered to Tenant no later than September 1,2010.

(iv) Landlord has disclosed to Tenant and Tenant hereby acknowledges and agrees as follows:

(A) a portion of the Phase I Premises, being Suite 800 comprising 9,309 rentable square feet of the 8th floor (the “Zurich 8th Floor Space”) is currently occupied by Zurich American Insurance Company (“Zurich”) pursuant to a lease agreement (the “Zurich Lease”), the lease term of which currently expires on January 28, 2011 (the “Zurich Expiration Date”); provided, however, Zurich has the right to vacate and therefore terminate the Zurich Lease with respect to the Zurich 8th Floor Space as early as November 16, 2010. The Phase I Premises shall exclude the Zurich 8th Floor Space until such time as Zurich vacates such

space; provided, however, Landlord agrees to use commercially reasonable efforts to reach an agreement with Zurich to cause Zurich to vacate the Zurich 8th Floor Space early, and if Landlord is able to reach such an agreement with Zurich, then the Zurich 8th Floor Space shall be delivered to Tenant as part of the Phase I Premises. A delay in the delivery of the Zurich 8th Floor Space past the Scheduled Phase I Turnover Date of September 1, 2010 shall be governed by this subsection (A), and not by Section 1.02 below, as follows:

(1) the Phase I Rent Commencement Date solely with respect to the Zurich 8th Floor Space shall be the earlier of (x) one hundred eighty (180) days after the delivery of the same to Tenant in the condition required by this lease or (y) twelve (12) weeks following the date Tenant begins beneficial occupancy of the Zurich 8th Floor Space;

(2) in the event Landlord shall not deliver the Zurich 8th Floor Space to Tenant in the condition required under this lease by December 1, 2010 (such date to be extended day-for-day for any delay due to Force Majeure or Tenant Delay), then Landlord shall grant Tenant a period of free Base Rental applicable to such Zurich 8th Floor Space commencing upon the Phase I Rent Commencement Date which is applicable to such Zurich 8th Floor Space and independent of all other Base Rental abatement periods applicable hereunder. This period of free Base Rental shall consist of one (1) day for each day elapsing between December 1, 2010 and the actual date the Zurich 8th Floor Space is turned over to Tenant by Landlord in the condition required under this lease; and

(3) in the event the Zurich 8th Floor Space is not delivered to Tenant on or before September 1, 2010, then during any period on and after September 1, 2010 until the delivery of the same to Tenant, Landlord, at Landlord’s sole cost, shall restrict access to the balance of the Building’s floors comprising the Phase I Premises delivered to Tenant via restricted elevator card access.

(B) Notwithstanding any provisions in this lease to the contrary, Tenant acknowledges and agrees that (i) the current lease of the Retail Premises expires on March 31, 2011, and (ii) the delivery by Landlord to Tenant of the Retail Premises on the Scheduled Phase I Turnover Date is expressly conditioned upon Landlord entering into a lease termination agreement with the current tenant of the Retail Premises on or before February 1, 2010. In the event Landlord does not secure such lease termination agreement, Landlord shall deliver the Retail Premises to Tenant in the condition required under this lease on or before April 1, 2011. In such event, Tenant shall begin paying Base Rent and Additional Rental with respect to the Retail Premises commencing on the date Landlord delivers the Retail Premises to Tenant, but in no event earlier than March 1, 2011.

(b) The term “net rentable area,” as used herein, shall refer to the rentable area of the Premises which has been determined by calculating the usable area of the Premises substantially in accordance with the “Standard Method for Measuring Floor Area in Office Buildings,” published by the Secretariat, Buildings Owners and Managers Association International (ANSI/BOMA Z65-1996), approved June 7, 1996, and applying a fixed “R/U Ratio” factor of 9.5% for single-tenant floors and 15.5% for multi-tenant floors (collectively, “BOMA Standards”). Unless otherwise specifically designated, all references to square footage or square feet in this lease are to rentable square footage or square feet.

“Parking Facility” shall mean the parking deck and areas located on the Land, together with any connecting walkways, or other means of access to the Building, the grounds related thereto and any additional improvements at any time related thereto.

(c) After the Phase I Commencement Date (defined below), Landlord shall deliver to Tenant an agreement substantially in the form of Exhibit G-1, attached hereto and incorporated herein, which shall contain an acknowledgment of (i) the date upon which the Phase I Commencement Date of this lease occurred, (ii) the floors designated by Landlord to Tenant in writing for the Phase I Premises, (iii) the exact number of square feet of net usable area and the exact number of square feet of net rentable area within the Phase I Premises and (iv) other information regarding this lease and the Phase I Premises as Landlord shall then reasonably request. Tenant shall have the right to object to Exhibit G-1 by delivering written notice to Landlord within ninety (90) days after Landlord delivers Exhibit G-1 to Tenant, failing which Tenant shall be deemed to have agreed that all information contained in Exhibit G-1 is correct. If Tenant objects to Exhibit G-1 within said ninety (90)-day period, Landlord and Tenant shall work together to resolve their differences and, after such differences have been resolved, Landlord shall execute Exhibit G-1 and deliver same to Tenant and Tenant shall have a period of ten (10) business days to give written notice to Landlord objecting to Exhibit G-1, failing which Tenant shall be deemed to have agreed that Exhibit G-1 is correct. Upon Tenant agreeing or being deemed to have agreed that all information contained in Exhibit G-1 is correct, the Phase I Commencement Date and thus, the Phase I Rent Commencement Date, as shown on Exhibit G-1 shall be the Phase I Commencement Date and thus, the Phase I Rent Commencement Date, for purposes of Section 1.02(a) of this lease and for all other purposes under this lease and the net rentable area of the Phase I Premises as shown on Exhibit G-1 shall replace the net rentable area of the Phase I Premises as shown in Section 1.01(a)(i) and as defined in Section 1.01(b) and shall be deemed to be the net rentable area of the Phase I Premises for all purposes under this lease. Further, all calculations, amounts and sums which are based upon the net rentable area and net usable area of the Phase I Premises, including, without limitation, Base Rental (as that term is defined in Section 2.02), the Tenant Improvement Allowances (as that term is defined in Exhibit C) and the Phase I Tenant Improvement Allowance (as that term is defined in Exhibit C-1) shall be adjusted accordingly. All payments of Base Rental, Tenant’s Forecast Additional Rental (defined below), Tenant’s Additional Rental Adjustment (defined below), and all other payments of rent and other sums of money required of Tenant herein relating to the Phase I Premises shall be made as and when required herein, notwithstanding any unresolved objections to Exhibit G-1. All such payments shall be based upon the Exhibit G-1 prepared by Landlord until such objections have been finally resolved, whereupon any overpayment or any underpayment theretofore made shall be adjusted by increasing or reducing, as the case may be, the next installment of Base Rental coming due.

(d) After the Phase II Commencement Date (defined below), Landlord shall deliver to Tenant an agreement substantially in the form of Exhibit G-2, attached hereto and incorporated herein, which shall contain an acknowledgment of (i) the date upon which the Phase II Commencement Date of this lease occurred, (ii) the floors designated by Landlord to

Tenant in writing for the Phase II Premises, (iii) the exact number of square feet of net usable area and the exact number of square feet of net rentable area within the Phase II Premises and (iv) such other information regarding this lease and the Phase II Premises as Landlord shall then reasonably request. Tenant shall have the right to object to Exhibit G-2 by delivering written notice to Landlord within ninety (90) days after Landlord delivers Exhibit G-2 to Tenant, failing which Tenant shall be deemed to have agreed that all information contained in Exhibit G-2 is correct. If Tenant objects to Exhibit G-2 within said ninety (90) day period, Landlord and Tenant shall work together to resolve their differences and, after such differences have been resolved, Landlord shall execute Exhibit G-2 and deliver same to Tenant and Tenant shall have a period of ten (10) business days to give written notice to Landlord objecting to Exhibit G-2, failing which Tenant shall be deemed to have agreed that Exhibit G-2 is correct. Upon Tenant agreeing or being deemed to have agreed that all information contained in Exhibit G-2 is correct, the Phase II Commencement Date and thus, the Phase II Rent Commencement Date, as shown on Exhibit G-2 shall be the Phase II Commencement Date and thus, the Phase II Rent Commencement Date, for purposes of Section 1.02(b) of this lease and for all other purposes under this lease and the net rentable area of the Phase II Premises as shown on Exhibit G-2 shall replace the net rentable area and net usable area of the Phase II Premises as shown in Section 1.01(a)(ii) and as defined in Section 1.01(b) and shall be deemed to be the net rentable area of the Phase II Premises for all purposes under this lease. Further, all calculations, amounts and sums which are based upon the net rentable area of the Phase II Premises, including, without limitation, Base Rental, the Tenant Improvement Allowances and the Phase II Tenant Improvement Allowance (as that term is defined in Exhibit C-2) and shall be adjusted accordingly. All payments of Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment, and all other payments of rent and other sums of money required of Tenant herein relating to the Phase II Premises shall be made as and when required herein, notwithstanding any unresolved objections to Exhibit G-2. All such payments shall be based upon the Exhibit G-2 prepared by Landlord until such objections have been finally resolved, whereupon any overpayment or any underpayment theretofore made shall be adjusted by increasing or reducing, as the case may be, the next installment of Base Rental coming due.

(e) After the Phase III Commencement Date (defined below), Landlord shall deliver to Tenant an agreement substantially in the form of Exhibit G-3, attached hereto and incorporated herein, which shall contain an acknowledgment of (i) the date upon which the Phase III Commencement Date of this lease occurred, (ii) the floors designated by Landlord to Tenant in writing for the Phase III Premises, (iii) the exact number of square feet of net usable area and the exact number of square feet of net rentable area within the Phase III Premises and (iv) such other information regarding this lease and the Phase III Premises as Landlord shall then reasonably request. Tenant shall have the right to object to Exhibit G-3 by delivering written notice to Landlord within ninety (90) days after Landlord delivers Exhibit G-3 to Tenant, failing which Tenant shall be deemed to have agreed that all information contained in Exhibit G-3 is correct. If Tenant objects to Exhibit G-3 within said ninety (90) day period, Landlord and Tenant shall work together to resolve their differences and, after such differences have been resolved, Landlord shall execute Exhibit G-3 and deliver same to Tenant and Tenant shall have a period of ten (10) business days to give written notice to Landlord objecting to Exhibit G-3, failing which Tenant shall be deemed to have agreed that Exhibit G-3 is correct. Upon Tenant agreeing or being deemed to have agreed that all information contained in Exhibit G-3 is correct,

the Phase III Commencement Date and thus, the Phase III Rent Commencement Date, as shown on Exhibit G-3 shall be the Phase III Commencement Date and thus, the Phase III Rent Commencement Date, for purposes of Section 1.02(c) of this lease and for all other purposes under this lease and the net rentable area of the Phase III Premises as shown on Exhibit G-3 shall replace the net rentable area and net usable of the Phase III Premises as shown in Section 1.01(a)(iii) and as defined in Section 1.01(b) and shall be deemed to be the net rentable area of the Phase III Premises for all purposes under this lease. Further, all calculations, amounts and sums which are based upon the net rentable area of the Phase III Premises, including, without limitation, Base Rental, the Tenant Improvement Allowances and the Phase III Tenant Improvement Allowance (as that term is defined in Exhibit C-3) and shall be adjusted accordingly. All payments of Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment, and all other payments of rent and other sums of money required of Tenant herein relating to the Phase III Premises shall be made as and when required herein, notwithstanding any unresolved objections to Exhibit G-3. All such payments shall be based upon the Exhibit G-3 prepared by Landlord until such objections have been finally resolved, whereupon any overpayment or any underpayment theretofore made shall be adjusted by increasing or reducing, as the case may be, the next installment of Base Rental coming due.

(f) If Landlord and Tenant shall fail to resolve any disputes with respect to Exhibit G-1, Exhibit G-2 or Exhibit G-3 within, in each case, one hundred eighty (180) days following Tenant’s receipt of the applicable exhibit from Landlord, then both Landlord and Tenant shall have the right to require that such dispute(s) be resolved through binding arbitration under the commercial arbitration rules of the American Arbitration Association (“AAA Rules”) to the extent such AAA Rules are consistent with this lease. The arbitrator shall be an architect in the State of Georgia who shall have at least ten (10) years continuous experience in the business of measurement. The costs and expenses of such arbitration (excluding legal and accounting fees and expenses incurred directly by Landlord or Tenant for its account) shall be allocated equally to each of the parties.

(g) Notwithstanding anything herein to the contrary, the “Premises” shall not include, and Tenant shall have no obligations with respect to, (i) the Phase II Premises for any purposes under this lease unless and until the Phase II Premises are delivered to Tenant on the Phase II Turnover Date pursuant to Section 1.02(b) below, or (ii) the Phase III Premises for any purposes under this lease unless and until the Phase III Premises are delivered to Tenant on the Phase III Turnover Date pursuant to Section 1.02(c) below. From and after the Phase II Turnover Date, the “Premises” shall include and be defined as, collectively, the Phase I Premises and the Phase II Premises, and from and after the Phase III Turnover Date, the “Premises” shall include and be defined as, collectively, the Phase I Premises, the Phase II Premises and the Phase III Premises.

Section 1.02 Term.

(a) Phase I Term. Subject to and upon the terms and conditions set forth herein, or in any exhibit hereto, Landlord shall deliver the Phase I Premises to Tenant on or before September 1, 2010 (the “Scheduled Phase I Turnover Date”), in the condition required by the Work Letter attached hereto as Exhibit C. The later of the Scheduled Phase I Turnover Date and the date that Landlord actually delivers possession of the Phase I Premises to Tenant in the

condition required hereunder shall hereafter be referred to as the “Phase I Turnover Date.” The term of this lease shall commence and rent shall be due and owing for the Phase I Premises beginning on March 1, 2011 (the “Phase I Commencement Date”) and shall expire on the date which is fifteen (15) years from and after the Phase I Commencement Date (the “Term”); provided, however, in the event the Phase I Turnover Date does not occur on or before September 1, 2010, then the Phase I Commencement Date shall be one hundred eighty (180) days after the Phase I Turnover Date. As used herein, the term “Phase I Commencement Date” shall mean, unless otherwise noted, the “Phase I Rent Commencement Date.” In the event that at any time prior to the Scheduled Phase I Turnover Date Landlord, acting reasonably and in good faith, determines that Landlord will be unable to deliver the Phase I Premises on or prior to the Scheduled Phase I Turnover Date, then Landlord shall immediately notify Tenant in writing thereof, which notification shall include Landlord’s reasonable estimate of the actual Phase I Turnover Date. Notwithstanding the foregoing, Tenant shall be allowed to begin moving its personnel into the Phase I Premises and have the right to receive the beneficial use of the Phase I Premises up to twelve (12) weeks (the date Tenant first occupies all or substantially all of the Phase I Premises for business purposes, the “Phase I Occupancy Date”) prior to the Phase I Commencement Date (if utilized by Tenant, the time between the Phase I Occupancy Date and the Phase I Commencement Date being known as the “Phase I Beneficial Occupancy Period”). Tenant’s early occupancy of the Phase I Premises shall be on all of the terms and conditions of this lease, except that (i) Tenant shall not be required to pay Base Rental for the Phase I Premises during the Phase I Beneficial Occupancy Period; (ii) Tenant shall not be required to pay Tenant’s Forecast Additional Rental or Tenant’s Additional Rental for the Phase I Premises for the first thirty (30) days of such Phase I Beneficial Occupancy Period; and (iii) Tenant shall be responsible for maintaining insurance policies for the Phase I Premises upon the same terms, amounts and types of insurance as provided in Sections 6.04 and 6.05 of this lease, as evidenced by a certificate of insurance delivered to Landlord prior to the commencement of the Phase I Beneficial Occupancy Period.

Notwithstanding anything herein to the contrary, if the Phase I Turnover Date has not occurred by September 30, 2010 (such date to be extended day for day for any delay due to Force Majeure (hereinafter defined) or Tenant Delay (hereinafter defined)), then Landlord shall grant Tenant a period of free Base Rental applicable to the Phase I Premises commencing upon the Phase I Rent Commencement Date and independent of all other Base Rental abatement periods applicable hereunder for such Phase I Premises. This period of free Base Rental shall consist of one (1) day for each day elapsing between September 30, 2010 (as such date may be extended due to Force Majeure or Tenant Delay), and the actual Phase I Turnover Date with respect to the Phase I Premises. Notwithstanding the foregoing, in the event that as of September 30, 2010, a portion, but not the entirety, of the Phase I Premises is ready for delivery to Tenant in the condition required by the Work Letter attached hereto as Exhibit C (the “Partially Available Phase I Premises”), then Landlord shall provide Tenant with written notice thereof on or before September 30, 2010 specifying the location of the Partially Available Phase I Premises, and Tenant shall have the right, but not the obligation, to take possession of all or a portion of the Partially Available Phase I Premises, provided, the Partially Available Phase I Premises and any lesser portion thereof selected by Tenant, shall in all events be comprised of whole floor increments only. In the event that Tenant desires to take possession of all or a portion of the Partially Available Phase I Premises as hereinabove described, then Tenant shall deliver written

notice thereof to Landlord identifying the floors of the Partially Available Phase I Premises which Tenant has elected to accept and the date (which date shall be prior to the actual Phase I Turnover Date) upon which Tenant will take possession thereof (such floors of the Partially Available Phase I Premises selected by Tenant hereinafter referred to as the “Selected Partially Available Phase I Premises”, and the date identified by Tenant for taking possession thereof, the “Selected Partially Available Phase I Premises Turnover Date”). If Tenant so elects, Landlord shall deliver the Selected Partially Available Phase I Premises to Tenant on the Selected Partially Available Phase I Premises Turnover Date in the condition required by this lease. The terms and conditions of the first paragraph of this Section 1.02(a) and Exhibit C-1 applicable to the Phase I Premises, including, without limitation, the rights and responsibilities of Tenant thereunder, shall apply in all respects to the Selected Partially Available Phase I Premises except Base Rental shall begin to accrue with respect to the Selected Partially Available Phase I Premises one hundred eighty (180) days after the Selected Partially Available Phase I Premises Turnover Date. Further notwithstanding the foregoing, as of the Selected Partially Available Phase I Premises Turnover Date, the period of free Base Rental accruing with respect to the Selected Partially Available Phase I Premises pursuant to this paragraph shall end, provided the period of free Base Rental accruing on the remainder of the Phase I Premises shall continue to accrue until the actual Phase I Turnover Date with respect to the remainder of the Phase I Premises, which actual Phase I Turnover Date shall be deemed to have occurred when Landlord shall have delivered possession of the remainder of the Phase I Premises (which shall be all of the Phase I Premises other than the Selected Partially Available Phase I Premises) to Tenant in the condition required by this lease. For avoidance of doubt, in the event Landlord fails to deliver all of the Phase I Premises to Tenant on or before September 30, 2010 and Tenant elects to lease some or all of the Partially Available Phase I Premises, the Phase I Rent Commencement Date for purposes of determining the Term of this lease shall continue to be the Phase I Rent Commencement Date with respect to the last portion of the Phase I Premises delivered to Tenant hereunder.

(b) Phase II Term. Subject to and upon the terms and conditions set forth herein, or in any exhibit hereto, Landlord shall deliver the Phase II Premises to Tenant on or before February 1, 2011 (the “Scheduled Phase II Turnover Date”), in the condition required by the Work Letter attached hereto as Exhibit C. The later of the Scheduled Phase II Turnover Date and the date that Landlord actually delivers possession of the Phase II Premises to Tenant in the condition required hereunder shall hereafter be referred to as the “Phase II Turnover Date.” The Term of this lease shall commence and rent shall be due and owing for the Phase II Premises beginning on August 1, 2011 (the “Phase II Commencement Date”) and shall expire simultaneously with the Term of the Phase I Premises; provided, however, in the event the Phase II Turnover Date does not occur on or before February 1, 2011, then the Phase II Commencement Date shall be one hundred eighty (180) days after the Phase II Turnover Date. As used herein, the term “Phase II Commencement Date” shall mean, unless otherwise noted, the “Phase II Rent Commencement Date.” In the event that at any time prior to the Scheduled Phase II Turnover Date Landlord, acting reasonably and in good faith, determines that Landlord will be unable to deliver the Phase II Premises on or prior to the Scheduled Phase II Turnover Date, then Landlord shall immediately notify Tenant in writing thereof, which notification shall include Landlord’s reasonable estimate of the actual Phase II Turnover Date. Notwithstanding the foregoing, Tenant shall be allowed to begin moving its personnel into the Phase II Premises and have the right to receive the beneficial use of the Phase II Premises up to twelve (12) weeks (the

date Tenant first occupies all or substantially all of the Phase II Premises for business purposes, the “Phase II Occupancy Date”) prior to the Phase II Commencement Date (if utilized by Tenant, the time between the Phase II Occupancy Date and the Phase II Commencement Date being known as the “Phase II Beneficial Occupancy Period”). Tenant’s early occupancy of the Phase II Premises shall be on all of the terms and conditions of this lease, except that (i) Tenant shall not be required to pay Base Rental for the Phase II Premises during the Phase II Beneficial Occupancy Period; (ii) Tenant shall not be required to pay Tenant’s Forecast Additional Rental or Tenant’s Additional Rental for the Phase II Premises for the first thirty (30) days of such Phase II Beneficial Occupancy Period; and (iii) Tenant shall be responsible for maintaining insurance policies for the Phase II Premises upon the same terms, amounts and types of insurance as provided in Sections 6.04 and 6.05 of this lease, as evidenced by a certificate of insurance delivered to Landlord prior to the commencement of the Phase II Beneficial Occupancy Period.

Notwithstanding anything herein to the contrary, if the Phase II Turnover Date has not occurred by February 28, 2011 (such date to be extended day for day for any delay due to Force Majeure or Tenant Delay), then Landlord shall grant Tenant a period of free Base Rental applicable to the Phase II Premises commencing upon the Phase II Rent Commencement Date and independent of all other Base Rental abatement periods applicable hereunder for such Phase II Premises. This period of free Base Rental shall consist of one (1) day for each day elapsing between February 28, 2011 (as such date may be extended due to Force Majeure or Tenant Delay), and the actual Phase II Turnover Date with respect to the Phase II Premises. Notwithstanding the foregoing, in the event that as of February 28, 2011, a portion, but not the entirety, of the Phase II Premises is ready for delivery to Tenant in the condition required by the Work Letter attached hereto as Exhibit C (the “Partially Available Phase II Premises”), then Landlord shall provide Tenant with written notice thereof on or before February 28, 2011 specifying the location of the Partially Available Phase II Premises, and Tenant shall have the right, but not the obligation, to take possession of all or a portion of the Partially Available Phase II Premises, provided, the Partially Available Phase II Premises and any lesser portion thereof selected by Tenant, shall in all events be comprised of whole floor increments only. In the event that Tenant desires to take possession of all or a portion of the Partially Available Phase II Premises as hereinabove described, then Tenant shall deliver written notice thereof to Landlord identifying the floors of the Partially Available Phase II Premises which Tenant has elected to accept and the date (which date shall be prior to the actual Phase II Turnover Date) upon which Tenant will take possession thereof (such floors of the Partially Available Phase II Premises selected by Tenant hereinafter referred to as the “Selected Partially Available Phase II Premises”, and the date identified by Tenant for taking possession thereof, the “Selected Partially Available Phase II Premises Turnover Date”). If Tenant so elects, Landlord shall deliver the Selected Partially Available Phase II Premises to Tenant on the Selected Partially Available Phase II Premises Turnover Date in the condition required by this lease. The terms and conditions of the first paragraph of this Section 1.02(b) and Exhibit C-2 applicable to the Phase II Premises, including, without limitation, the rights and responsibilities of Tenant thereunder, shall apply in all respects to the Selected Partially Available Phase II Premises except Base Rental shall begin to accrue with respect to the Selected Partially Available Phase II Premises one hundred eighty (180) days after the Selected Partially Available Phase II Premises Turnover Date. Further notwithstanding the foregoing, as of the Selected Partially Available Phase II Premises Turnover

Date, the period of free Base Rental accruing with respect to the Selected Partially Available Phase II Premises pursuant to this paragraph shall end, provided the period of free Base Rental accruing on the remainder of the Phase II Premises shall continue to accrue until the actual Phase II Turnover Date with respect to the remainder of the Phase II Premises, which actual Phase II Turnover Date shall be deemed to have occurred when Landlord shall have delivered possession of the remainder of the Phase II Premises (which shall be all of the Phase II Premises other than the Selected Partially Available Phase II Premises) to Tenant in the condition required by this lease. For avoidance of doubt, in the event Landlord fails to deliver all of the Phase II Premises to Tenant on or before February 28, 2011 and Tenant elects to lease some or all of the Partially Available Phase II Premises, the Phase II Rent Commencement Date shall continue to be the Phase II Rent Commencement Date with respect to the last portion of the Phase II Premises delivered to Tenant hereunder as determined above.

(c) Phase III Term. Subject to and upon the terms and conditions set forth herein, or in any exhibit hereto, Landlord shall deliver the Phase III Premises to Tenant on or before December 1, 2012 (the “Scheduled Phase III Turnover Date”), in the condition required by the Work Letter attached hereto as Exhibit C. The later of the Scheduled Phase III Turnover Date and the date that Landlord actually delivers possession of the Phase III Premises to Tenant in the condition required hereunder shall hereafter be referred to as the “Phase III Turnover Date.” The Term of this lease shall commence and rent shall be due and owing for the Phase III Premises beginning on June 1, 2013 (the “Phase III Commencement Date”) and shall expire simultaneously with the Term of the Phase I Premises; provided, however, in the event the Phase III Turnover Date does not occur on or before December 1, 2012, then the Phase III Commencement Date shall be one hundred eighty (180) days after the Phase III Turnover Date. As used herein, the term “Phase III Commencement Date” shall mean, unless otherwise noted, the “Phase III Rent Commencement Date.” In the event that at any time prior to the Scheduled Phase III Turnover Date Landlord, acting reasonably and in good faith, determines that Landlord will be unable to deliver the Phase III Premises on or prior to the Scheduled Phase III Turnover Date, then Landlord shall immediately notify Tenant in writing thereof, which notification shall include Landlord’s reasonable estimate of the actual Phase III Turnover Date. Notwithstanding the foregoing, Tenant shall be allowed to begin moving its personnel into the Phase III Premises and have the right to receive the beneficial use of the Phase III Premises up to twelve (12) weeks (the date Tenant first occupies all or substantially all of the Phase III Premises for business purposes, the “Phase III Occupancy Date”) prior to the Phase III Commencement Date (if utilized by Tenant, the time between the Phase III Occupancy Date and the Phase III Commencement Date being known as the “Phase III Beneficial Occupancy Period”). Tenant’s early occupancy of the Phase III Premises shall be on all of the terms and conditions of this lease, except that (i) Tenant shall not be required to pay Base Rental for the Phase III Premises during the Phase III Beneficial Occupancy Period; (ii) Tenant shall not be required to pay Tenant’s Forecast Additional Rental or Tenant’s Additional Rental for the Phase III Premises for the first thirty (30) days of such Phase III Beneficial Occupancy Period; and (iii) Tenant shall be responsible for maintaining insurance policies for the Phase III Premises upon the same terms, amounts and types of insurance as provided in Sections 6.04 and 6.05 of this lease, as evidenced by a certificate of insurance delivered to Landlord prior to the commencement of the Phase III Beneficial Occupancy Period.

Notwithstanding anything herein to the contrary, if the Phase III Turnover Date has not occurred by January 1, 2013 (such date to be extended day for day for any delay due to Force Majeure or Tenant Delay), then Landlord shall grant Tenant a period of free Base Rental applicable to the Phase III Premises commencing upon the Phase III Rent Commencement Date and independent of all other Base Rental abatement periods applicable hereunder for such Phase III Premises. This period of free Base Rental shall consist of one (1) day for each day elapsing between January 1, 2013 (as such date may be extended due to Force Majeure or Tenant Delay), and the actual Phase III Turnover Date with respect to the Phase III Premises. Notwithstanding the foregoing, in the event that as of January 1, 2013, a portion, but not the entirety, of the Phase III Premises is ready for delivery to Tenant in the condition required by the Work Letter attached hereto as Exhibit C (the “Partially Available Phase III Premises”), then Landlord shall provide Tenant with written notice thereof on or before January 1, 2013 specifying the location of the Partially Available Phase III Premises, and Tenant shall have the right, but not the obligation, to take possession of all or a portion of the Partially Available Phase III Premises, provided, the Partially Available Phase III Premises and any lesser portion thereof selected by Tenant, shall in all events be comprised of whole floor increments only. In the event that Tenant desires to take possession of all or a portion of the Partially Available Phase III Premises as hereinabove described, then Tenant shall deliver written notice thereof to Landlord identifying the floors of the Partially Available Phase III Premises which Tenant has elected to accept and the date (which date shall be prior to the actual Phase III Turnover Date) upon which Tenant will take possession thereof (such floors of the Partially Available Phase III Premises selected by Tenant hereinafter referred to as the “Selected Partially Available Phase III Premises”, and the date identified by Tenant for taking possession thereof, the “Selected Partially Available Phase III Premises Turnover Date”). If Tenant so elects, Landlord shall deliver the Selected Partially Available Phase III Premises to Tenant on the Selected Partially Available Phase III Premises Turnover Date in the condition required by this lease. The terms and conditions of the first paragraph of this Section 1.02(c) and Exhibit C-3 applicable to the Phase III Premises, including, without limitation, the rights and responsibilities of Tenant thereunder, shall apply in all respects to the Selected Partially Available Phase III Premises except Base Rental shall begin to accrue with respect to the Selected Partially Available Phase III Premises one hundred eighty (180) days after the Selected Partially Available Phase III Premises Turnover Date. Further notwithstanding the foregoing, as of the Selected Partially Available Phase III Premises Turnover Date, the period of free Base Rental accruing with respect to the Selected Partially Available Phase III Premises pursuant to this paragraph shall end, provided the period of free Base Rental accruing on the remainder of the Phase III Premises shall continue to accrue until the actual Phase III Turnover Date with respect to the remainder of the Phase III Premises, which actual Phase III Turnover Date shall be deemed to have occurred when Landlord shall have delivered possession of the remainder of the Phase III Premises (which shall be all of the Phase III Premises other than the Selected Partially Available Phase III Premises) to Tenant in the condition required by this lease. For avoidance of doubt, in the event Landlord fails to deliver all of the Phase III Premises to Tenant on or before February 28, 2011 and Tenant elects to lease some or all of the Partially Available Phase III Premises, the Phase III Rent Commencement Date shall continue to be the Phase III Rent Commencement Date with respect to the last portion of the Phase III Premises delivered to Tenant hereunder as determined above.

As used herein, the term “Force Majeure” shall mean and be limited to casualty, war, terrorist attack, government orders or other requirements, acts of civil or military authorities, fire, tornado, hurricane, flood, act of god, or other emergency conditions and any other cause outside of the reasonable control of Landlord; provided, however, in no event shall “Force Majeure” include holdover of all or part of the Premises by one or more tenants or other occupants of any portion of the Premises. In the event of the occurrence of a Force Majeure, Landlord shall be entitled to an appropriate extension of the Phase I Turnover Date, Phase II Turnover Date or Phase III Turnover Date, as applicable, provided Landlord shall have given written notice to Tenant within three (3) business days of any incident for which a Force Majeure delay is claimed, which notice shall include (1) the cause of such delay (attaching any substantiating documentation related thereto); (2) the anticipated length of such delay; and (3) a plan to minimize and mitigate the effect of such delay. Also, as used herein, “Tenant Delay” shall mean and be limited to an actual delay caused by Tenant or its agents or employees. Landlord agrees to promptly provide Tenant with written notice of such Tenant Delay, provided, to the extent Tenant is provided a period of time within which to act hereunder, then such period shall have run before a Tenant Delay shall have been deemed to have occurred hereunder. Notwithstanding the foregoing, Landlord’s obligation to timely deliver each phase of the Premises shall be tolled only to the extent and for the duration of time that Landlord is actually delayed in delivering possession of the Phase I Premises, Phase II Premises or Phase III Premises, as applicable, by such Force Majeure or Tenant Delay. Further notwithstanding the foregoing, Landlord’s failure to provide Tenant with written notice of a Force Majeure event or Tenant Delay within three (3) business days following Landlord’s actual knowledge of the occurrence thereof shall be deemed a waiver by Landlord of any claim for avoidance of the payment of liquidated damages hereunder as a result of Landlord’s failure to timely deliver the Phase I Premises, the Phase II Premises, and the Phase III Premises, as applicable.

(d) Café Premises. Landlord and Tenant agree that, as set forth herein, the Café Premises shall be delivered to Tenant as a portion of the Phase I Premises. As part of such delivery, Tenant shall execute a café operating license agreement (the “Café License”) with a third party operator, in form and substance reasonably acceptable to Landlord and Tenant, for the operation of the café in the Café Premises. During any period in which the Tenant Parties (as defined in Section 8.01(i) below) lease the Entire Building, Landlord and Tenant agree that food service offered in the Café Premises may, at Tenant’s sole election, be made available exclusively to the employees, visitors and contractors of such Tenant Parties, and not to the general public. During any period in which the Tenant Parties do not lease and occupy the Entire Building, then the following provisions shall apply to the Café Premises and to the Café License:

(i) Landlord shall have the right, in its reasonable discretion, to approve the proposed café operator;

(ii) the Café License shall have a term of one (1) year, with annual renewals reasonably approved by Landlord; and

(iii) the food operation in the Café Premises shall be open to the general public, including all tenants, subtenants and visitors of the Building and the Perimeter Summit Office Park.

(e) Retail Premises. Landlord and Tenant agree that, as set forth herein, the Retail Premises shall be delivered to Tenant as a portion of the Phase I Premises. As part of such delivery, Tenant shall execute a retail operating license agreement (the “Retail License”) with a third party operator, in form and substance reasonably acceptable to Landlord and Tenant, for the operation of a newsstand in the Retail Premises. During any period in which the Tenant Parties lease the Entire Building, Landlord and Tenant agree that the retail shop located in the Retail Premises may, at Tenant’s sole election, be made available exclusively to the employees, visitors and contractors of the Tenant Parties, and not to the general public. During any period in which the Tenant Parties do not lease and occupy the Entire Building, then the following provisions shall apply to the Retail Premises and to the Retail License:

(i) Landlord shall have the right, in its reasonable discretion, to approve the proposed retail operator;

(ii) the Retail License shall have a term of one (1) year, with annual renewals reasonably approved by Landlord; and

(iii) the retail operation in the Retail Premises shall be open to the general public, including all tenants, subtenants and visitors of the Building and the Perimeter Summit Office Park.

Section 1.03 Use of Office Premises. The Office Premises are to be used and occupied by the Tenant Parties solely for the purposes of general business and office space and customer service center, including, but not limited to, conference and training facilities, fitness facilities, data center and museum, all consistent with and in keeping with the character of a class “A” office building, and any other legally permitted use consistent with the character of a class “A” office building, and for no other purposes. The Office Premises shall not be used for any purpose which would create unreasonable elevator loads or otherwise unreasonably interfere with Building operations, and Tenant shall not engage in any activity which is not in keeping with the first class standards of the Building. In furtherance of the immediately preceding sentence, Tenant agrees that Tenant’s use and occupancy of the Office Premises shall be subject to any limitations imposed by local law and shall not exceed at any time the following: (i) an overall density ratio of one (1) person per 175 rentable square feet of office space, (ii) one (1) person per 100 rentable square feet on any floor of the Building, and (iii) more than two (2) full floors for use as a dedicated call center. Notwithstanding anything herein to the contrary, in the event that at any time during the Term, Tenant shall use two (2) full floors of the Office Premises as a dedicated call center, Tenant’s use of portions (but not the entirety) of other floors of the Office Premises for call center purposes shall not violate, or be deemed to violate, the terms of the immediately preceding sentence, so long as Tenant otherwise complies with the density requirements set forth in subsections (i) and (ii) above. In no event shall the Office Premises be used for the purpose of installing, marketing, operating, or providing electronic telecommunications, information or data processing, storage or transmissions, or other electronic office services or equipment for other tenants or occupants of the Building (other than an Affiliate and/or a Permitted Transferee) on a shared-usage basis through a central switch or a local area network.

Section 1.04 Use of Café Premises and Retail Premises. The Café Premises are to be used and occupied by Tenant (and its permitted licensees) solely for the purpose of operating a café. In the event that at any time during the Term the Tenant Parties shall lease and occupy less than the Entire Building, then Tenant shall cause the operator of the Café Premises to operate the café in a first class quality manner offering a varied and extensive selection of good quality, reasonably priced, breakfast and lunch items and for no other purpose.

The Retail Premises are to be used and occupied by Tenant (and its permitted licensees) solely for the operation of a newsstand and sundry shop. In the event that at any time during the Term the Tenant Parties shall lease and occupy less than the Entire Building, then Tenant shall cause the operator of the Retail Premises to operate the newsstand and sundry shop in a first class manner offering for sale items customarily sold in first class office building newsstands and for no other purpose.

Any licensee of Tenant shall use the Café Premises and Retail Premises solely for their respective permitted uses. The Café Premises and Retail Premises shall not be used for any purpose which would unreasonably interfere with Building operations, and Tenant shall not engage in any activity which is not in keeping with the first class standards of the Building. In no event shall the Café Premises or Retail Premises be used for the purpose of installing, marketing, operating, or providing electronic telecommunications, information or data processing, storage or transmissions, or other electronic office services or equipment for tenants or other occupants of the Building on a shared-usage basis through a central switch or a local area network.

(a) During any period in which the Tenant Parties do not occupy the Entire Building, Tenant shall cause both the Café Premises and Retail Premises to be open during Business Operating Hours. If Tenant shall request Landlord’s approval of the opening of the Café Premises and/or the Retail Premises for business for periods exceeding those specified above and Landlord shall approve such request, Tenant shall pay for any additional costs incurred by Landlord in connection with Tenant’s opening the Café Premises and/or Retail Premises for business during such additional hours. Notwithstanding the foregoing, during any period in which the Tenant Parties occupy the Entire Building, Tenant shall have the right to set the hours that the Café Premises and Retail Premises are open for business, which operating hours may exceed or be less than the Business Operating Hours, in Tenant’s sole discretion.

(b) Tenant will not occupy or use nor permit any portion of the Café Premises or Retail Premises to be occupied or used for any business or purpose that Landlord may, in the exercise of reasonable, good faith judgment, deem disreputable in any manner. During any period in which the Tenant Parties do not occupy the Entire Building and subject to periodic, temporary cessations of operations to accommodate remodeling and/or retooling of the Café Premises and/or the Retail Premises, Tenant will continuously conduct Tenant’s business in and occupy the Café Premises and Retail Premises, and will control Tenant’s agents, employees and invitees in such a manner so as not to create any nuisance or interfere with, annoy or disturb any of the other tenants or occupants of the Building.

(c) Tenant will, at its expense: (i) promptly replace any cracked or broken glass of the Café Premises and Retail Premises with glass of like grade and quality; (ii) repair and maintain the Café Premises and Retail Premises and all equipment contained therein in a good condition, including repairing or replacing as needed all floor covering within the public areas of the Café Premises and Retail Premises; (iii) keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the Café Premises or Retail Premises; (iv) comply with all health code standards, laws, ordinances, rules and regulations of governmental authorities and all recommendations of Landlord’s fire insurance rating organization now or hereafter in effect; and (v) conduct its business in all respects consistent with the quality of operation of the Building as reasonably determined by Landlord.

(d) Tenant will not: (i) place or maintain any merchandise, trash, refuse or other articles in any vestibule or entry of the Café Premises or Retail Premises, on the footpaths or corridors adjacent thereto or elsewhere on the exterior of the Café Premises or Retail Premises so as to obstruct any driveway, corridor, footpath, Parking Facility or any other common area; (ii) during any period in which the Tenant Parties do not occupy the Entire Building, use or permit the use of any objectionable advertising medium such as, without limitation, loud-speakers, phonographs, public address systems, sound amplifiers, reception of radio or television broadcasts within the Building, which is in any manner audible or visible outside of the Café Premises or Retail Premises; (iii) permit undue accumulations of or burn garbage, trash, rubbish or other refuse within or outside the Café Premises or Retail Premises; (iv) cause or permit objectionable odors to emanate or to be dispelled from the Café Premises or Retail Premises; (v) during any period in which the Tenant Parties do not occupy the Entire Building, solicit business in the Parking Facility or any other common area; (vi) during any period in which the Tenant Parties do not occupy the Entire Building, distribute handbills or other advertising matter to, in or upon any automobiles parked in the Parking Facility or in any other common area; (vii) permit the parking of vehicles so as to interfere with the use of any driveway, corridor, footpath, the Parking Facility or other common areas; (viii) during any period in which the Tenant Parties do not occupy the Entire Building, receive or ship articles of any kind outside the designated loading areas for the Café Premises or Retail Premises; (ix) during any period in which the Tenant Parties do not occupy the Entire Building, use any space available, corridor or any other common area adjacent to the Café Premises or Retail Premises for the sale or display of any merchandise or for any other business, occupation or undertaking; (x) conduct or permit to be conducted any auction, fire, going out of business, bankruptcy, or other similar type sale in or connected with the Café Premises or Retail Premises (but this provision shall not restrict the freedom of Tenant in determining its own selling prices, nor shall it preclude the conduct of periodic seasonal, promotional or clearance sales); (xi) use or permit the use of any portion of the Café Premises or Retail Premises for any unlawful purpose (xii) operate its heating or air-conditioning inconsistently with standard Building practices; (xiii) during any period in which the Tenant Parties do not occupy the Entire Building, install rear exit door signs, bells, knockers, alarm systems, etc., other than those supplied by Landlord, at Tenant’s expense, or approved by Landlord; or (xiv) maintain a health score of less than ninety (90) points for two (2) consecutive periods.

(e) For purposes of this Section, “common areas” shall mean those areas and facilities which may be furnished by Landlord, now or hereafter, in or near the Building for the

non-exclusive general common use of tenants and other occupants of the Building, their officers, agents, employees and customers, including without limitation all parking areas, access roads, employee parking areas, truckways, driveways, loading docks and areas, delivery passages, package pick-up stations, sidewalks, malls, roofs, and sprinklers in the common areas, courts, ramps, landscaped and planted areas, retaining walls, stairways, escalators, elevators.

(f) Tenant acknowledges that it is Landlord’s intent that the Building be operated in a manner which is consistent with the highest standards of decency and morals prevailing in the community which it serves. To that end, Tenant agrees that it will not sell, distribute, display or offer for sale from the Premises any item which, in Landlord’s good faith judgment, is inconsistent with the quality of operation of the Building or may tend to injure or detract from the moral character or image of the Building within such community. Without limiting the generality of the foregoing, Tenant will not sell, distribute, display or offer for sale from the Premises (i) any ▇▇▇▇▇ clip, water pipe, bong, toke, coke spoon, cigarette papers, hypodermic syringe or other paraphernalia commonly used in the use or ingestion of illicit drugs, or (ii) any pornographic, lewd, suggestive, or “adult” newspaper, book, magazine, film, picture, representation or merchandise of any kind; or (iii) any pornographic or “adult” business of any kind.

(g) During any period in which the Tenant Parties do not occupy the Entire Building, Tenant will not place or suffer to be placed or maintained on the exterior of the Café Premises, the Retail Premises or in any part of the Building any sign, advertising matter or any other thing of any kind, and will not place or maintain any decoration, letter or advertising matter on the glass of any window or door of the Café Premises or Retail Premises or interior sign visible from outside the Café Premises or Retail Premises without first obtaining Landlord’s prior written approval. Tenant will, at its sole cost and expense, maintain such sign, decoration, lettering, advertising matter or other thing as may be permitted hereunder in good condition and repair at all times. During any period in which the Tenant Parties do not occupy the Entire Building, Tenant shall not be permitted to place hand-lettered advertising on the exterior of the Café Premises or Retail Premises or any glass of any window or door of the Café Premises or Retail Premises.

(h) Tenant shall, or shall cause the respective operators to, apply for and maintain all licenses and permits required in the operation of the facilities in the Café Premises and Retail Premises and do all other things necessary to comply with all laws and ordinances related to the operations therefrom.

(i) During any period in which the Tenant Parties do not occupy the Entire Building, Tenant shall receive and deliver goods and merchandise only in the manner at such times, and in such areas, as may be reasonably designated by Landlord, and in connection therewith, Tenant specifically agrees (A) to use Tenant’s commercially reasonable efforts to complete or cause to be completed, all deliveries, loading, unloading and services to the Café Premises and Retail Premises prior to ten o’clock a.m. (10:00 a.m.) each day and (B) to abide by such further reasonable regulations as Landlord shall implement to regulate the activities of tenants of the Building with respect to deliveries to and servicing of premises occupied by such tenants.

(j) During any period in which the Tenant Parties do not occupy the Entire Building, Tenant shall not display or sell merchandise or allow carts, signs, devices, or any other objects to be stored or to remain outside the defined exterior walls and permanent doorways or store front of the Café Premises or Retail Premises.

(k) Tenant acknowledges and agrees that the sale of alcoholic beverages from within the Café Premises or Retail Premises is strictly prohibited.

Section 1.05 Landlord’s Relocation Right. Intentionally Deleted.

Section 1.06 Survival. Any claim, cause of action, liability or obligation arising during the Term of this lease and under the provisions hereof in favor of a party hereto against or obligating the other party hereto shall survive the expiration or any earlier termination of this lease.

ARTICLE II

Section 2.01 Rental Payments.

(a) Commencing on the Phase I Rent Commencement Date, and continuing thereafter throughout the full Term of this lease, Tenant hereby agrees to pay the Base Rental (defined below) in accordance with this Section 2.01 and Section 2.02, Tenant’s Forecast Additional Rental (defined below) and Tenant’s Additional Rental Adjustment and all other sums, charges or payments which Tenant is obligated to make to Landlord under this lease (collectively, hereafter called “rent”) in accordance with this Section 2.01 and Section 2.03. The Base Rental and Tenant’s Forecast Additional Rental shall be due and payable in equal monthly installments on the first day of each calendar month during the initial Term of this lease and any extensions or renewals thereof, and Tenant hereby agrees to so pay such rent to Landlord at Landlord’s address as provided herein (or such other address as may be designated by Landlord from time to time) monthly in advance. Except as provided in Section 1.02(b) above, Base Rental with respect to the Phase II Premises shall commence on the Phase II Commencement Date, and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental and all other charges or rent shall commence with respect to the Phase II Premises upon the Phase II Commencement Date. Except as provided in Section 1.02(c) above, Base Rental with respect to the Phase III Premises shall commence on the Phase III Commencement Date, and Tenant’s Forecast Additional Rental and Tenant’s Additional Rental and all other charges or rent shall commence with respect to the Phase III Premises upon the Phase III Commencement Date.

(b) If the Phase I Rent Commencement Date is other than the first day of a calendar month or if this lease expires on other than the last day of a calendar month, then the installments of Base Rental and Tenant’s Forecast Additional Rental for such month or months shall be prorated and the installment or installments so prorated shall be paid in advance. Said installments for such prorated month or months shall be calculated by multiplying the equal monthly installment by a fraction, the numerator of which shall be the number of days of the Term occurring during said commencement or expiration month, as the case may be, and the denominator of which shall be thirty (30). If the Term of this lease commences or expires on other than the first day of a calendar year, Tenant’s Forecast Additional Rental and Tenant’s

Additional Rental shall be prorated for such commencement or expiration year, as the case may be, by multiplying Tenant’s Forecast Additional Rental and Tenant’s Additional Rental by a fraction, the numerator of which shall be the number of days of the Term occurring during the commencement or expiration year, as the case may be, and the denominator of which shall be three hundred and sixty-five (365). In such event the calculation described in Section 2.03(d) shall be made as soon as possible after the termination of this lease. Landlord and Tenant hereby agree that the provisions of this Section 2.01(b) shall survive the expiration or termination of this lease for a period of one hundred twenty (120) days after the end of the calendar year in which this lease expires or is terminated.

(c) Tenant agrees to pay all rent and other sums of money as shall become due from and payable by Tenant to Landlord under this lease at the times and in the manner provided in this lease, and, except as expressly permitted or required herein, without abatement, demand, or set-off. All rent and other sums of whatever nature owed by Tenant to Landlord under this lease shall bear interest from the fifth (5th) day after the date due thereof until paid at the lesser of the following rates (the “Interest Rate”): (i) a per annum rate equal to the “prime rate” as published in the Wall Street Journal (or if such publication is discontinued, then as published by a similarly nationally recognized financial publication selected by Landlord in its sole but reasonable discretion) plus two percent (2%) or (ii) the maximum interest rate per annum allowed by law. Notwithstanding the foregoing, with respect to the first two (2) payments of rent or other sums not paid by Tenant within five (5) days following the date such payments are due hereunder within any calendar year during the Term of this lease, no interest shall accrue thereon unless Landlord shall provide Tenant with written notice thereof in each case, and Tenant shall thereafter fail to remit such payments within ten (10) days following receipt of such notice.

Section 2.02 Base Rental. Throughout the full Term of this lease, Tenant hereby agrees to pay a base annual rental (“Base Rental”) as set forth in Special Stipulation No. 1 in Exhibit H attached hereto and incorporated herein.

Section 2.03 Additional Rental.

(a) Commencing with the calendar year in which the Phase I Commencement Date occurs and continuing thereafter for each calendar year during the full Term of this lease, Landlord shall present to Tenant at least thirty (30) days prior to the beginning of said calendar year (or for the calendar year in which the Term commences, on the Phase I Rent Commencement Date) a statement of Tenant’s Forecast Additional Rental; provided, however, Tenant’s Forecast Additional Rental shall accrue with respect to the Phase II Premises and the Phase III Premises only upon the Phase II Rent Commencement Date and the Phase III Rent Commencement Date, respectively, subject, however, to Tenant’s obligation to pay Tenant’s Forecast Additional Rental or Tenant’s Additional Rental during a portion of the Phase I, Phase II and Phase III Beneficial Occupancy Period, as provided in Section 1.02 hereinabove.

(b) As used herein, “Tenant’s Forecast Additional Rental” shall mean Landlord’s reasonable estimate of Tenant’s Additional Rental (defined below) for the coming calendar year (or, in the calendar year in which the Term commences, for such calendar year).

(c) “Tenant’s Additional Rental,” as that term is used herein, shall be computed on a calendar year basis and shall mean the sum of (i) Tenant’s Percentage Share (defined below) of Operating Expenses (defined below), plus (ii) a management fee contribution equal to the sum of (A) two and one-quarter percent (2.25%) times the Base Rental for such calendar year (regardless of any Base Rental abatement granted to Tenant), and (B) two and one-quarter percent (2.25%) times Tenant’s Percentage Share of Operating Expenses allocable to the Premises and payable by Tenant based upon Tenant’s Percentage Share; provided, however, Tenant’s fixed management fee contribution shall be conditioned upon Landlord paying an amount pursuant to a written agreement to an independent management company of at least two and one-quarter percent (2.25%) times the aggregate of all base rent and operating expenses due from all tenants, including Tenant, and other occupants of the Building (the “Estimated Management Fee”). In the event that at any time during the Term or any extension thereof, Landlord shall pay such independent management company less than the Estimated Management Fee (the “Actual Management Fee”), then the management fee contribution payable by Tenant pursuant to the immediately preceding sentence shall be reduced in equal proportion to the relationship that the Actual Management Fee bears to the Estimated Management Fee. As used herein, “Tenant’s Percentage Share” shall mean a fraction, the numerator of which is the total number of square feet of net rentable area within the Premises and the denominator of which is the greater of (i) ninety-five percent (95%) of the total square footage of all net rentable area in the Building held for lease, or (ii) the total square footage of all net rentable area in the Building actually leased.

(d) No later than one hundred twenty (120) days after the end of the calendar year, or as soon as reasonably practicable thereafter, in which the Phase I Commencement Date occurs and of each calendar year thereafter during the Term of this lease, Landlord shall provide Tenant a statement, certified by a certified public accounting firm, detailing the Operating Expenses for each such calendar year and a statement prepared by Landlord comparing Tenant’s Forecast Additional Rental with Tenant’s Additional Rental. In the event that Tenant’s Forecast Additional Rental exceeds Tenant’s Additional Rental for said calendar year, Landlord shall pay Tenant (in the form of a credit against rentals next due or, upon expiration of this lease, in the form of Landlord’s check) an amount equal to such excess. In the event that the Tenant’s Additional Rental exceeds Tenant’s Forecast Additional Rental for said calendar year, Tenant hereby agrees to pay Landlord, within thirty (30) days of receipt of the statement, an amount equal to such difference (“Tenant’s Additional Rental Adjustment”). Landlord shall have the right to supplement or amend Landlord’s reconciliation statement for up to twelve (12) months after the original statement was rendered; provided, however, there shall be no time limitation to amend Landlord’s reconciliation statement to reflect a change in ad valorem taxes for a calendar year. Landlord’s right to charge Tenant for Tenant’s Additional Rental Adjustment for any calendar year, with the exception of ad valorem taxes, shall expire twelve (12) months after the date Landlord delivered the original Landlord’s statement to Tenant (but in no event later than eighteen (18) months after the expiration of the calendar year to which such statement relates).

Section 2.04 Operating Expenses.

(a) “Operating Expenses,” for each calendar year, shall consist of (i) all operating costs (defined below) for the Building, the Land and any additional facilities now or hereafter relating to the Building (the Building, the Land and such additional facilities being

hereinafter referred to collectively as the “Project”), plus (ii) an amount equal to the product of the total maintenance, landscape maintenance and operating costs accruing during each such calendar year for the tracts of land within and around Perimeter Summit Office Park, except to the extent otherwise collected hereunder, maintained from time to time for the benefit of the occupants of the Project, multiplied by the lesser of (x) a fraction, the numerator of which shall equal the total square footage of all net rentable area in the Building and the denominator of which shall equal the total square footage of the permitted floor area in Perimeter Summit Office Park, as more particularly described in that certain Perimeter Summit Declaration of Easements (the “Declaration”), as the same may be modified from time to time during the applicable calendar year, or (y) such percentage as Landlord may designate from time to time.

(b) For the purposes of this lease, “operating costs” shall mean all expenses, costs and accruals (excluding therefrom, however, specific costs billed to or otherwise incurred for the particular benefit of specific tenants of the Building or to other buildings or projects within Perimeter Summit Office Park) of every kind and nature, computed on an accrual basis, incurred or accrued in connection with, or relating to, the operation of the Project and said common areas during each calendar year, including, but not limited to, the following:

(1) wages and salaries, including taxes, insurance and benefits, of all on and off-site employees engaged in operations, maintenance or access control, as reasonably allocated by Landlord;

(2) all assessments, costs, expenses or other charges imposed upon the Building pursuant to the Declaration and pursuant to the owner’s association for Perimeter Summit Office Park;

(3) cost of all supplies, tools, equipment and materials to the extent used in operations and maintenance, as reasonably allocated by Landlord;

(4) cost of all utilities, including, but not limited to, any costs of utilities which are allocated to the Project under any declaration, restrictive covenant, or other instrument pertaining to the sharing of costs by the Project or any portion thereof, including any covenants, conditions or restrictions now or hereafter recorded against or affecting the Project;

(5) cost of all maintenance and service agreements and the equipment therein, including, but not limited to, security service, garage operations, window cleaning, elevator maintenance, janitorial service and landscaping maintenance;

(6) cost of repairs and general maintenance (excluding repairs, alterations and general maintenance paid by proceeds of insurance);

(7) amortization of the cost (together with reasonable financing charges and installation costs) of any system, apparatus, device, or equipment which is installed for the principal purpose of (i) reducing Operating Expenses, (ii) promoting safety or (iii) complying with governmental requirements which become effective after the Commencement Date, all of which costs will be amortized over the useful life of such item;

(8) the cost of all insurance, including, but not limited to, the cost of casualty, rental abatement and liability insurance, and insurance on Landlord’s personal property, plus the cost of all deductible payments made by Landlord in connection therewith; and

(9) all taxes, assessments and governmental charges, whether or not directly paid by Landlord, whether federal, state, county or municipal and whether they be levied by taxing districts or authorities presently taxing the Project and said common areas or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Project and said common areas or their operation, excluding, however, taxes and assessments attributable to the personal property of other tenants, federal and state taxes on income, death taxes, franchise taxes, and any taxes imposed or measured on or by the income of Landlord from the operation of the Project; provided, however, that if at any time during the Term of this lease, the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereon shall be discontinued and as a substitute therefor, or in lieu of or in addition thereto, taxes, assessments, levies, impositions or charges shall be levied, assessed or imposed, wholly or partially, as a capital levy or otherwise, on the rents received from the Project or the rents reserved herein or any part thereof, then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed with respect to the Project, shall be deemed to be included within the operating costs. Consultation, legal fees and costs resulting from any challenge of tax assessments as reasonably allocated by Landlord shall also be included in operating costs. It is agreed that Tenant will be responsible for ad valorem taxes on its personal property and on the value of the leasehold improvements in the Premises to the extent that the same exceed Forty-five and 00/100 Dollars ($45.00) per rentable square foot. In the case of special taxes and assessments which may be payable in installments, only the amount of each installment accruing during a calendar year shall be included in the operating costs for such year.

Landlord shall not collect Operating Expenses from Tenant and other tenants and occupants of space in the Project which, in the aggregate, exceed one hundred percent (100%) of all Operating Expenses incurred by Landlord with respect to the Project.

(c) Notwithstanding any term or provision of this lease to the contrary, “Operating Expenses” shall not include any of the following:

(1) Salaries or benefits for Landlord’s executives and employees above the grade of general manager, and of any employee in excess of the time devoted to the Building.

(2) Any compensation paid to clerks, attendants or other persons, or other costs incurred in commercial concessions or services, including without limitation garage or other parking concessions operated by Landlord or others at the Project that are not otherwise offset by income generated thereby.

(3) To the extent such costs constitute capital costs under generally accepted accounting principles, the cost of replacement of HVAC, mechanical, security,

electrical, plumbing systems, or of any substantial component or part of such systems beyond the scope of routine maintenance and repair, resurfacing of the parking area or of the driveways on the Project or any other cost which is capital in nature; provided that if Landlord purchases any item of capital equipment or makes any capital expenditure which reduces expenses which would otherwise be included in Operating Expenses, then the costs of such capital equipment or capital expenditure may be included in Operating Expenses if amortized over the useful life of the item on a straight line basis, but only to the extent of the reduction in each calendar year of expenses which would otherwise be included in Operating Expenses, until the savings or reductions in Operating Expenses equal Landlord’s costs for such capital expenditure. If Landlord leases any items of capital equipment which results in savings or reductions in expenses which would otherwise be included in Operating Expenses, then the rentals and other costs paid pursuant to such leasing shall be included in Operating Expenses for the calendar year in which they were incurred, but only to the extent of the reduction in each calendar year of expenses which would otherwise be included in Operating Expenses.

(4) Costs incurred by Landlord for alterations or improvements which are considered capital improvements or replacements under generally accepted accounting principles, except as expressly provided in Section 2.04(b)(7) above.

(5) Expenditures for which Landlord is reimbursed directly from any insurance carrier, directly from any tenant, including Tenant, not by way of the Operating Expenses section of this lease or from any other source, or expenditures for which Landlord would have been reimbursed from any insurance carrier if Landlord had maintained full replacement value insurance.

(6) Cost of repairs or replacements incurred by reason of fire or other casualty or condemnation to the extent of insurance or condemnation proceeds.

(7) Advertising, marketing and promotional expenditures, to the extent such expenditures relate to leasing space within the Building.

(8) Costs incurred in performing work or furnishing services for any tenant (including the Tenant), whether at such tenant’s or Landlord’s expense, to the extent that such work or service is in excess of any work or service that Landlord is obligated to furnish to Tenant at Landlord’s expense.

(9) Depreciation, except as provided above.

(10) Bad debt loss, rent loss, or reserves for either of them.

(11) If Tenant pays separately for its own electricity, then the cost of all electricity furnished to all tenants, provided that Tenant’s Proportionate Share of common area electricity shall be included as an Operating Expense. If Tenant does not pay separately for its own electricity, then any overtime or excess usage of other tenants shall be excluded from Operating Expenses.

(12) Financing costs, including points, commitment fees, broker’s fees, legal fees, and mortgage interest and amortization payments.

(13) Costs incurred in connection with the construction of the Building or the initial development of the Project, including, without limitation, the removal of any violations of governmental laws therefrom and the cost of repairing any latent defects in the initial construction thereof.

(14) Costs for acquiring sculptures, decorations, paintings or other objects of art, and the cost of maintaining any such items in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building.

(15) Costs, expenses or expenditures relating to the duties, liabilities or obligations of other tenants in the Building.

(16) Costs incurred by Landlord arising out of its failure to perform or breach of any of its covenants, agreements, representations, warranties, guarantees or indemnities made under this lease and/or any other lease for space in the Building.

(17) Costs of compliance, fines or penalties incurred by Landlord due to violations of or non-compliance with any applicable Legal Requirements or other obligations of Landlord under this lease.

(18) Notwithstanding any contrary provision of this lease, including, without limitation, any provision relating to capital expenditures, costs incurred in the removal, abatement or other treatment of underground storage tanks or Hazardous Materials present in the Building or on the Project including, without limitation, Hazardous Materials in the ground water or soil.

(19) Legal fees, space planner’s fees, broker’s commissions and other costs incurred by Landlord in connection with leasing space and negotiating leases, subleases, assignments, and any modification to the foregoing, with tenants or prospective tenants or other occupants of the Building, or legal fees in connection with disputes between Landlord and Tenant or any other tenant of the Building, or between Landlord and any mortgagee, or costs (including all attorneys’ fees and costs of settlement judgments and payments in lieu thereof) arising from claims, disputes or potential disputes in connection with potential or actual claims litigation or arbitrations pertaining to Landlord and/or the Building and/or the Project.

(20) Except as provided in Section 2.04(c)(3), lease payments for rented equipment, the cost of which equipment constitutes a capital expenditure if the equipment were purchased;

(21) Any late fees, penalties, interest charges or similar fees incurred by Landlord.

(22) Costs of improving, altering, constructing or redecorating any space leased to tenants of the Building, including, without limitation, permit, license and inspection costs.

(23) Any amounts paid to Landlord or to a person, firm, corporation, or other entity related to Landlord which is in excess of the amount charged by unaffiliated parties for comparable goods or services.

(24) Costs incurred by Landlord to remedy any defects in the design of or materials used in the Building or Building equipment, or costs incurred by Landlord to repair or replace the structural steel framing, roof, roofing system, foundation and underground utility lines forming a part of or servicing the Building or the Project.

(25) Costs associated with the operation of the business of the entity which constitutes Landlord or Landlord’s manager, as the same are distinguished from the costs of operation of the Building, including, without limitation, accounting and legal expenses, costs of selling, syndicating, financing, mortgaging or hypothecating Landlord’s interest in the Building, costs of any disputes between Landlord and its employees, or building managers.

(26) Costs and expenses paid or incurred by Landlord at any time during the Term of this lease to convert, modify, or replace HVAC components in the Building using chlorofluorocarbons to alternative refrigerant technology or components or both.

(27) The cost of any political, charitable or civic contribution or donation.

(28) The cost of installing, operating and maintaining a specialty improvement, including, but not limited to, an observatory, athletic, luncheon or recreational club or facility (the parties acknowledge that pursuant to, and subject to the limitations set forth in, Special Stipulation No. 2 on Exhibit H, Tenant shall be directly responsible for all costs to maintain, operate, use, repair and replace the Health Club).

(29) The value or lost income to Landlord of any office space in the Building which is utilized for the marketing and/or leasing of the Building and for which no or below market rent is paid.

(30) Amounts paid as ground rental.

(31) The cost of purchasing, installing, operating, maintaining, repairing and replacing signage on the Building which identifies Landlord or any other tenant in the Building.

(32) Costs for which Landlord has been compensated by a management fee.

(33) Costs arising from the negligence or fault of other tenants or Landlord or its agents, or any vendors, contractors, or providers of materials or services selected, hired or engaged by Landlord or its agents, including, without limitation, the selection of Building materials.

(34) Costs arising from any voluntary special assessment on the Building or the Project by any transit district authority or any other governmental entity having the authority to impose such assessment.

(35) Any expenses incurred by Landlord for use of any portions of the Building to accommodate events including, but not limited to shows, promotions, kiosks, displays, filming, photography, private events or parties, ceremonies, and advertising beyond the normal expenses otherwise attributable to providing Building services, such as lighting and HVAC, to such public portions of the Building in normal Building operations during standard hours of operation and not authorized by Tenant.

(36) Any entertainment, dining or travel expenses related to the marketing or leasing of the Building.

(37) Any flowers, gifts, balloons, etc., provided in connection with the marketing or leasing of the Building to any entity whatsoever, to include, without limitation, Tenant, other tenants, employees, vendors, contractors, prospective tenants and agents.

(38) Any validated parking for any entity.

(39) The cost of any incentive programs.

(40) Any finder’s fees or brokerage commissions.

(41) In-house legal and partnership/ownership accounting fees.

(42) Reserves for bad debts, future improvements or additions to the Project.

(43) Any costs or expenses for items which would normally be treated as Operating Expenses which are in excess of the actual, net cost to Landlord for such items.

(44) Any other expenses which, in accordance with generally accepted accounting principles, consistently applied, would not normally be treated as Operating Expenses by landlords of Class A office buildings similarly situated with the Building.

(d) Notwithstanding any language contained herein to the contrary, Tenant hereby agrees that, during any calendar year in which the Entire Building is not leased by the Tenant Parties and is not provided with Building Standard Services (as defined below) or is not at least ninety-five percent (95%) occupied on average throughout the calendar year, Landlord shall compute all Variable Operating Costs (defined below) for such calendar year as though the entire leasable area of the Building were provided with Building Standard Services and were ninety-five percent (95%) occupied. For purposes of this lease the term “Variable Operating Costs” shall mean any operating cost that is variable with the level of occupancy of the Building (e.g. tenant utilities and tenant cleaning services). In the event that Landlord excludes from “operating costs” any specific costs billed to or otherwise incurred for the particular benefit of specific tenants of the Building, or to other buildings or projects within ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ shall have the right to increase “operating costs” by an amount equal to the cost

of providing standard services similar to the services for which such excluded specific costs were billed or incurred. In no event shall Landlord receive from all tenants of the Building more than one hundred percent (100%) of all operating costs (subject to the adjustment of operating costs as provided herein) actually incurred by Landlord with respect to the Building.

(e) Notwithstanding any language contained herein to the contrary, subject to Tenant’s compliance with the terms of this paragraph, Tenant shall have the right to require Landlord to solicit bids from other Qualified Vendors (as hereinafter defined) for the following contractual components of Operating Expenses: (i) janitorial; (ii) landscaping; (iii) any contract for repair and maintenance; (iv) security; (v) Parking Facility operation; (vi) any contracts for the provision of gas utilities to the Building; and (vii) any other services other than those described in (A), (B) and (C) below in this sentence (each, a “Re-biddable Contract,” and collectively, the “Re-biddable Contracts”); provided, however, Tenant shall not have the right to require Landlord to solicit bids from other Qualified Vendors for providers of the following services: (A) management; (B) insurance; (C) operation of life safety systems; and (D) other utilities other than gas. Further, Landlord agrees to cooperate in good faith with Tenant for the evaluation of any contract for the provision of electricity to the Building and shall provide to Tenant copies of all such contracts sufficiently prior to execution by Landlord to afford Tenant a reasonable opportunity to review the same. Tenant shall have the right to comment upon and provide advice to Landlord with respect to such proposed contracts, although such contracts shall not be subject to the other terms of this paragraph.

As used herein, the term “Qualified Vendor” shall mean a vendor who provides the same service to at least three (3) other Class A buildings in the Atlanta market (or the Central Park headquarters building of Tenant’s parent company).

Tenant’s right to require Landlord to solicit bids from other Qualified Vendors shall be exercisable by delivery of written notice thereof to Landlord within thirty (30) days following Tenant’s receipt of Landlord’s notice that one (1) or more of the Re-biddable Contracts are due for bid or renewal. In the event that Tenant timely delivers such written request for Landlord to solicit bids from Qualified Vendors, Landlord shall promptly solicit bids from three (3) independent, third-party Qualified Vendors for each Re-biddable Contract specified in Tenant’s written request, two (2) of which Qualified Vendors shall be chosen by Landlord and one (1) of which Qualified Vendors shall be chosen by Tenant. With respect to each Re-biddable Contract to be rebid, upon receipt of bids from such third-party vendors, and after adjusting such bids for inconsistent assumptions in order to reflect an “apples to apples” comparison, Landlord and Tenant shall mutually select the most qualified and cost-effective bid to promptly commence providing the applicable service(s); provided, Landlord shall have the right to require that the existing vendor providing such service continue to be used so long as such existing vendor shall reduce the total cost of services provided by such vendor to match the average of the two (2) lowest priced bids from such third-party vendors. Notwithstanding the foregoing, should Landlord and Tenant be unable to reach an agreement regarding a Qualified Vendor to provide such service within thirty (30) days after receipt of bids from such three (3) third party vendors, then if the Tenant Parties lease the Entire Building, Tenant shall have the right to select the Qualified Vendor to provide such service; otherwise, Landlord shall have the right to select the Qualified Vendor to provide such service.

(f) In the event that within twelve (12) months after Tenant’s receipt of Landlord’s statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating the same in accordance with the terms and conditions of this lease, Tenant shall have the right to audit Landlord’s books and records and dispute any portion of such statement in accordance with this Section. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right with respect to such calendar year and a statement enumerating reasonably detailed reasons for Tenant’s objections to the statement issued by Landlord (the “Audit Notice”). Within sixty (60) days of the receipt by Landlord of an Audit Notice, Landlord shall cause its property manager at the Building to meet with a designated employee of Tenant or a contractor designated by Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice in order to attempt to resolve the issues raised by Tenant in the Audit Notice. At least thirty (30) days prior to such meeting, Landlord shall provide the Tenant Representative with reasonable access during normal business hours to Landlord’s books and records at the Building relating to Operating Expenses for the calendar year in question. If, within ninety (90) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then Landlord and Tenant shall select a regionally or nationally recognized independent, reputable certified public accounting firm or auditor, either of which shall have at least ten (10) years of experience in auditing operating expense receipts of landlords, who shall make an independent review. In the event Landlord and Tenant cannot agree on the independent auditor or accountant, either of which shall have at least ten (10) years of experience in auditing operating expense receipts of landlords, within thirty (30) days following Landlord’s receipt of the Audit Notice, then Landlord and Tenant shall ask the Chief Executive Officer of the American Institute of Certified Public Accountants to select an independent auditor or accountant, whose decision shall be binding on Landlord and Tenant. If the dispute is resolved in Tenant’s favor, Landlord shall refund to Tenant any overpayment within thirty (30) days after the written determination. Conversely, if Landlord and Tenant or the independent auditor or accountant determines that Operating Expenses for the year in question are greater than the amount actually paid, Tenant shall pay to Landlord the amount of underpayment by Tenant within thirty (30) days after the written determination. Tenant shall bear all costs of any such inspection of Landlord’s books and records, and the costs and expenses of the independent auditor or accountant, unless the amounts paid by Tenant to Landlord exceeded the amounts to which Landlord was entitled by $75,000.00 (adjusted for inflation every year after 2013) or more, in which case Landlord shall pay the reasonable out-of-pocket costs and expenses of such inspection and all costs and expenses of such audit. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the 12-month period after Tenant’s receipt of Landlord’s statement for the prior calendar year that Tenant objects to the statement of Operating Expenses, then Tenant’s right to audit such year’s statement of Operating Expenses shall be null and void.

For purposes of this Section 2.04 and this lease, the term “adjusted for inflation” shall mean the referenced amount shall be increased if the Consumer Price Index for All Urban Consumers,

U.S. City Average (the “Index”), published by the United States Department of Labor’s Bureau of Labor Statistics, increases over the Base Period Index. For purposes of this lease, the “Base Period Index” is the Index for the calendar month in which the Effective Date falls. The Base Period Index shall be compared with the Index for the same calendar month for each subsequent year (the “Comparison Month”). If the Index for any Comparison Month is higher than the Base Period Index, then the reference amount for the next year shall be increased by the identical percentage commencing on the date the next payment of the referenced amount is due. In no event shall any amount to be adjusted for inflation be less than that set forth hereinabove. If the Bureau of Labor Statistics discontinues publication of the Index, publishes the Index less frequently, or alters the Index in a material manner, then Landlord, in its sole and absolute discretion, may adopt a substitute Index or procedure which reasonably reflects and monitors consumer prices.

Section 2.05 Security Deposit. Intentionally Deleted.

ARTICLE III

Section 3.01 Services. Landlord shall furnish the following services to Tenant during the Term of this lease (“Building Standard Services”):

(a) Hot and cold domestic water and common use restrooms and toilets at locations provided for general use, including, without limitation, the Health Club (as hereinafter defined) and as reasonably deemed by Landlord to be in keeping with Class A standards of the Comparable Buildings. The term “Comparable Buildings” shall refer to the first class office buildings located in the Central Perimeter, Atlanta, Georgia submarket, which are more particularly set forth on Exhibit P, attached hereto and by this reference set forth herein.

(b) Subject to the provisions of and curtailment as required by governmental laws, rules or mandatory regulations, central heat and air conditioning in season for all areas of the Premises (other than the Garage Space), at such temperatures and in such amounts as are reasonably deemed by Landlord to be in keeping with the standards of the Comparable Buildings, and on such dates and at such times as are more particularly described on Exhibit E attached hereto and incorporated herein; provided, however, in the event that the Tenant Parties occupy the Entire Building, then, subject to the terms of Exhibit E, applicable ASHRAE standards, and the manufacturers’ specifications for all applicable equipment, Tenant shall have the right to request at what temperatures and in what amounts such central heat and air conditioning is to be provided which Landlord agrees to provide the same so long as the temperatures and amounts are in compliance with the limitations described in this sentence.

(c) Electric lighting service for all public areas and special service areas of the Building in the manner and to the extent reasonably deemed by Landlord to be in keeping with the first class standards of the Building.

(d) Janitor service shall be provided five (5) days per week, Monday through Friday inclusive, exclusive of holidays, in a manner that Landlord reasonably deems to be consistent with the standards of the Comparable Buildings. Landlord and Tenant agree that the janitorial services described on Exhibit U attached hereto, as of the date of this lease, comply with the minimum scope of weekly janitorial services to be provided by Landlord hereunder. In

addition to the weekly janitorial services described on Exhibit U, at least twice in each calendar year during the Term, Landlord shall cause the exterior of the windows of the Building and the marble in all common areas of the Building to be cleaned in a manner consistent with the standards of Comparable Buildings.

(e) Access control for the Project comparable as to coverage, control and responsiveness (but not necessarily as to means for accomplishing same) to the Comparable Buildings; provided, however, Landlord shall have no responsibility to prevent, and, to the extent not arising from or attributable to the gross negligence or intentional misconduct of Landlord or its employees, agents, contractors or representatives, shall not be liable to Tenant for, any liability or loss to Tenant, its agents, employees and visitors arising out of losses due to theft, burglary, or damage or injury to persons or property caused by persons gaining access to the Premises, and Tenant hereby releases Landlord therefrom.

(f) Sufficient electrical capacity to operate (i) incandescent lights, personal computers, calculating machines, photocopying machines and other machines of similar low voltage electrical consumption (120/208 volts), provided that the total rated electrical design load for said lighting and machines of low electrical voltage shall not exceed two (2.00) ▇▇▇▇▇ per square foot of rentable area of the Premises; and (ii) lighting and equipment of high voltage electrical consumption (277/480 volts), provided that the total rated electrical design load for said lighting and equipment of high electrical voltage shall not exceed five and one-half (5.50) ▇▇▇▇▇ per square foot of rentable area of the Premises (each such rated electrical design load to be hereinafter referred to as the “Building Standard Electrical Load”), provided in the event such maximum wattage for low electrical voltage shall be insufficient for Tenant’s operational needs in the Premises, then Tenant may use such additional ▇▇▇▇▇ per square foot of rentable area in the Premises as needed by Tenant, provided, in no event shall the total wattage per square foot of rentable area in the Premises used by Tenant for both low electrical voltage and high electrical voltage equipment in the Premises exceed seven and one-half (7.50) ▇▇▇▇▇ per square foot of rentable area in the aggregate. Tenant shall be allocated all of the Building Standard circuits provided on the full floors Tenant occupies, and shall be allocated its pro rata share of the Building Standard Electrical Load circuits on the partial floors it occupies.

Should Tenant’s total rated electrical design load exceed seven and one-half (7.5) ▇▇▇▇▇ per square foot of rentable area in the Premises in the aggregate, Landlord will (at Tenant’s expense) install one (1) additional high voltage panel and/or one (1) additional low voltage panel with associated transformer, space for which has been provided in the base Building electrical closets based on a maximum of two (2) such additional panels per floor (which additional panels and transformers shall be hereinafter referred to as the “additional electrical equipment”). If the additional electrical equipment is installed because the aggregate of Tenant’s low and high voltage rated electrical design load exceeds seven and one-half (7.5) ▇▇▇▇▇ per square foot of rentable area, then a submeter shall be added (at Tenant’s expense but without markup or overhead charges from Landlord) to measure the electricity used through the additional electrical equipment.

The design and installation of any additional electrical equipment (or any related submeter) required by Tenant shall be subject to the prior approval of Landlord (which approval

shall not be unreasonably withheld). All reasonable, out-of-pocket expenses incurred by Landlord in connection with the review and approval by Landlord’s MEP engineer of any additional electrical equipment to be installed shall also be reimbursed to Landlord by Tenant. Tenant shall also pay, within thirty (30) days after receipt of an invoice from Landlord therefor, the actual submetered cost of electricity consumed through the additional electrical equipment (if applicable).

If any of Tenant’s electrical equipment requires conditioned air in excess of Building Standard air conditioning, the same shall be installed by Tenant as part of Tenant’s initial leasehold improvements, and Tenant shall pay all reasonable design, installation, submetering and operating costs incurred by Tenant in conjunction therewith.

If Tenant requires that certain areas within Tenant’s demised premises must operate in excess of the normal Building Operating Hours (as defined in Exhibit E attached hereto), the electrical service to such areas shall be separately circuited and submetered such that Tenant shall be billed the actual costs associated with electricity consumed during hours other than Building Operating Hours, without markup or overhead charges from Landlord.

Notwithstanding the preceding paragraph, during any period in which the Tenant Parties lease and occupy the Entire Building, Tenant (and/or an Affiliate) shall have the right to establish the HVAC hours and Exhibit E attached hereto shall not apply. Otherwise, Landlord agrees that if the Tenant Parties desire to purchase overtime HVAC in advance for a bulk period (e.g., 6 months, 1 year), then the parties agree to work in good faith to agree upon a schedule of bulk rate pricing.

(g) All Building Standard fluorescent bulb replacement in all areas and all incandescent bulb replacement in the common areas, and all bulb replacement for 3 Tube T8 indirect light fixtures, to the extent that Tenant shall elect to install the same in all or part of the Premises. Should Tenant elect to install specialty lighting fixtures, then Tenant will be responsible for procurement and storage of such fixtures. Landlord agrees to install such fixtures as reasonably required by Exhibit D, Exhibit D-1 and Exhibit D-2 attached hereto, provided, Tenant shall have the right, at Tenant’s option, to install or cause to be installed such specialty lighting fixtures in the Premises as part of the initial Tenant Improvements or thereafter as an Alteration to all or part of the Premises, subject to Tenant’s compliance with the terms hereof with respect to the initial Tenant Improvements or Alterations, as applicable.

(h) Non-exclusive multiple cab passenger service to the Premises during Building Operating Hours (as defined in Exhibit E) and at least one (1) cab passenger service to the Premises twenty-four (24) hours per day and non-exclusive freight elevator service during Building Operating Hours (all subject to temporary cessation for ordinary repair and maintenance and during times when life safety systems override normal building operating systems) with such freight elevator service available at other times upon reasonable prior notice.

Notwithstanding any term or provision of this lease to the contrary, in the event of an alleged or actual occurrence of an event of default by Tenant under this lease, Landlord’s obligations to provide services and utilities under this lease shall continue in full force and effect unless and until this lease shall have been terminated, Tenant’s right to possession of the Premises shall have been terminated or Tenant shall otherwise have vacated the Premises.

To the extent the services described in subsections 3.01(a), (b), (c), (f) and (h) above require electricity and water supplied by public utilities, Landlord’s covenants thereunder shall only impose on Landlord the obligation to use its good faith, reasonable efforts to cause the applicable public utilities to furnish the same. Failure by Landlord to furnish the services described in this Section 3.01, or any cessation thereof, shall not render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. In addition to the foregoing, should any of the equipment or machinery, for any cause, fail to operate, or function properly, Tenant shall have no claim for rebate of rent or damages on account of an interruption in service occasioned thereby or resulting therefrom; provided, however, Landlord agrees to use reasonable efforts to promptly repair said equipment or machinery and to restore said services.

Notwithstanding anything to the contrary contained in this lease, if Tenant cannot reasonably use all or a material portion of the Premises for Tenant’s intended business operations by reason of any interruption in services to be provided by Landlord (and Tenant does not in fact use all or a material portion of the Premises) and such condition exists for two (2) consecutive business days, then Tenant’s Base Rental shall be equitably abated for that portion of the Premises that Tenant is unable to use for Tenant’s intended business operations until such service is restored to the Premises. Tenant shall not, however, be entitled to any abatement of Base Rental if the interruption or abatement in service or the failure by Landlord to furnish such service is the result of Force Majeure or is the result of an interruption or abatement in service of a public utility which is not the result of an act or omission of Landlord or its employees, contractors, agents or representatives. By way of example only, there shall be no abatement of Base Rental if Landlord is unable to furnish water or electricity to the Premises if no water or electricity is then being made available to the Building by the supplying utility company or municipality due to reasons other than non-payment for services. At the time of the loss of service, Tenant must give written notice promptly to Landlord of the loss of service and its claim for abatement and Tenant only shall be entitled to abatement of Base Rental in proportion to the area rendered unusable. Landlord may prevent or stop abatement by providing substantially the same service in similar quality and quantity by temporary or alternative means until the cause of the loss of service can be corrected. Notwithstanding anything herein to the contrary, in the event that (a) the interruption or abatement is an interruption or abatement of a “Critical Service”, as defined below, or the failure by Landlord to furnish a Critical Service, and in either case is caused by the negligence or intentional misconduct of, or as a result of a breach of this lease by, Landlord, its employees, contractors or agents, and (b) such interruption of a Critical Service materially affects Tenant’s use and operation in the Premises such that Tenant actually vacates the portion of the Premises so affected, and (c) in the further event that such Critical Service is not restored for a period of ninety (90) consecutive days, then Tenant shall have the right to terminate this lease by delivery of written notice thereof to Landlord within forty-five (45) days of the expiration of such ninety (90) day period. The rights and remedies of Tenant set forth in this Section 3.01 shall be Tenant’s sole recourse for loss of services described in this Section 3.01. For purposes hereof, a “Critical Service” shall mean any of those services to be

provided in Sections 3.01(a), (b), (c), (e), (f) and (h) above. Landlord shall have the right to provide any or all of such Critical Services to Tenant on a temporary or emergency basis and for so long as the provision of such temporary or emergency services is (i) consistent with what temporary or emergency services would be provided by Comparable Buildings, (ii) functionally comparable to the permanent service being replaced in all material respects and (iii) Tenant is able to operate from the Premises generally in the same manner as Tenant operated therein immediately prior to the loss of such Critical Service, then such Critical Service shall not be deemed to be interrupted or not furnished by Landlord during any such period that Landlord is so providing temporary or emergency services and Tenant shall have no right to terminate this lease in connection therewith.

Section 3.02 Keys and Locks; Security. Landlord shall furnish Tenant with a reasonable number of keys for each lockset on doors entering the Phase I Premises from public areas as well as an initial supply of access cards equal to four (4) cards per 1,000 square feet of net rentable area in the Phase I Premises to permit Tenant and its employees access to the Building on or prior to the Phase I Occupancy Date; Landlord shall furnish Tenant with an additional reasonable number of keys for each lockset on doors entering the Phase II Premises from public areas as well as an initial supply of access cards equal to four (4) cards per 1,000 square feet of net rentable area in the Phase II Premises to permit Tenant and its employees to be located in the Phase II Premises access to the Building on or prior to the Phase II Occupancy Date; and Landlord shall furnish Tenant with an additional reasonable number of keys for each lockset on doors entering the Phase III Premises from public areas as well as an initial supply of access cards equal to four (4) cards per 1,000 square feet of net rentable area in the Phase III Premises to permit Tenant and its employees to be located in the Phase III Premises access to the Building on or prior to the Phase III Occupancy Date. Additional keys and access cards will be furnished by Landlord upon an order signed by Tenant and at Tenant’s expense. All such keys and access cards shall remain the property of Landlord, and each access card shall be assigned to a Tenant employee pursuant to Landlord’s standard procedure. No additional locks shall be allowed on any door of the Premises without Landlord’s permission, and Tenant shall not make or permit to be made any duplicate keys, provided, Landlord hereby acknowledges that Tenant shall have the right, subject to Landlord’s approval (not to be unreasonably withheld) of the integration thereof with Landlord’s security system, if any, to install a security system selected by Tenant and used exclusively for the Premises, so long as such system is approved in writing by Landlord in advance and Tenant provides Landlord access cards or the access codes for entry into the Premises during any emergency. Upon termination of this lease, Tenant shall surrender to Landlord all access cards and all keys to any locks on doors entering or within the Premises, and give to Landlord the explanation of the combination of all locks for safes, safe cabinets and vault doors, if any, in the Premises.

Additionally, during any period in which the Tenant Parties lease and occupy the Entire Building, Tenant (and/or its Affiliate) shall have the option, at any time during the Term, of supplying its own contracted security personnel for the Building, including, without limitation, the Building lobby, at its sole cost and expense, and not as part of Operating Expenses. Such contracted security personnel shall be comparable to the security personnel for Comparable Buildings in terms of hours of operation, staffing and scope of services. In the event that Tenant elects to supply its own contracted security personnel for the Building, such security personnel

for the Building shall be in lieu of any security personnel provided by Landlord for the Building, and for so long as Tenant supplies its own contracted security personnel for the Building, no charge or expense for security services shall be included in Operating Expenses. Tenant shall enter into a separate contract with the security company and the cost of such security personnel shall be borne by Tenant. In the event that Tenant shall elect to supply its own contracted security personnel, Tenant may thereafter at any time during the Term, but upon no less than sixty (60) days prior written notice to Landlord, elect to discontinue supplying such security personnel, in which event Landlord shall reinstate its security services for the Building. In addition to the foregoing, during any period in which the Tenant Parties lease and occupy a minimum of 150,000 square feet of office space in the Building, Tenant shall have the right, at any time during the Term, of (a) supplying its own contracted security personnel in the Building lobby only, at Tenant’s sole cost and expense, in addition to Landlord’s security personnel (in which case the hours, location, design and construction of any additional security desk(s) shall be subject to Landlord’s reasonable approval), and (b) securing access to any elevator bank which elevators serve floors only leased and occupied by the Tenant Parties via equipment to be approved by Landlord in its reasonable discretion; provided, however, in any such event where both Tenant’s and Landlord’s contracted security personnel are providing services at the Building, Landlord’s contracted security personnel shall be primary, “in-command” and responsible for coordination of security services for the Building with Tenant’s contracted security personnel. Further, in either case, the operation of such security company and its personnel shall be in full compliance with all Building policies and regulations and shall be at Tenant’s sole and direct cost and the security contractor shall be subject to Landlord’s sole approval, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord hereby expressly approves Tenant’s use of (i) the security gates and access system described and/or depicted on Exhibit Q attached hereto for securing access to any elevator bank which elevators serve floors only leased and occupied by the Tenant Parties, the final location and design of which are to be determined and shall be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed; and (ii) Allied ▇▇▇▇▇▇ as Tenant’s security contractor.

Section 3.03 Graphics, Building Directory and Name. Landlord shall provide and install at its sole cost and expense, and Tenant shall have the use of, the Building’s directory located in the main lobby of the Building. Tenant shall have the use of such portion of the Building’s directory as is equivalent to the percentage of the Building occupied by Tenant, as such percentage may change from time to time in accordance with the terms hereof. Tenant will provide all graphics, letters, and numerals at the entrances to the Premises, the costs for which shall be paid out of the Tenant Improvement Allowances, as defined in Exhibit C attached hereto. All such letters and numerals shall be in the Building Standard graphics. Tenant shall be solely responsible for any modifications, changes or additions to such initial signage, at Tenant’s sole cost. Tenant agrees that Landlord shall not be liable for any inconvenience or damage occurring as a result of any error or omission in any directory or graphics. No signs, numerals, letters or other graphics shall be used or permitted on the exterior of, or may be visible from outside, the Premises, unless approved in writing by Landlord, provided, Landlord hereby acknowledges that Tenant shall have the right, subject to Landlord’s approval (not to be unreasonably withheld) of the design thereof, to install Tenant’s signage on each of the entrance doors to the Premises. Further, any graphics or lettering stenciled or otherwise applied to glass

entrance doors shall be subject to Landlord’s prior written approval (not to be unreasonably withheld). If approved by Landlord, Tenant shall be solely responsible for the cost of lettering, including the cost of removing such lettering or graphics (or if necessary, replacement of glass) as required upon the expiration or earlier termination of this lease.

Section 3.04 Parking. Subject to compliance with all rules and regulations imposed by Landlord with respect to access to and use of the Parking Facility (which rules and regulations shall in all events be uniformly applied and enforced against all tenants of the Perimeter Summit Office Park) and the terms of any parking agreement or license required by Landlord to be executed (which parking agreement and/or license shall in all events be commercially reasonable and consistent with the terms of this lease), Tenant’s occupancy shall include the use of (a) during any period in which the Tenant Parties lease the Entire Building, all of the 1,541 parking spaces in the Parking Facility, subject to the parking in a reasonable number of parking spaces (which shall in no event exceed twenty [20] parking spaces) by Building vendors and management company employees serving the Building, or (b) during any period in which the Tenant Parties lease less than the Entire Building, four (4.0) permits per 1,000 square feet of net rentable area of the Premises (excluding the Garage Storage Space), as such Premises may be expanded or reduced, with respect to the Parking Facility throughout the Term for the use of Tenant and its employees at no charge to Tenant. As of the date of this lease, the Parking Facility has forty-two (42) reserved spaces available for use, as more particularly shown on Exhibit B-4 attached hereto, two (2) of which are licensed to existing tenants in the Building. Tenant shall have the use of a pro rata share of the reserved parking spaces as Tenant leases and occupies the Premises in phases. Further, Tenant may designate any spaces in the Parking Facility as reserved parking spaces during the Term for the use of Tenant, its employees and invitees at no charge to Tenant in proportion to the amount of space leased and occupied by the Tenant Parties in the Building. The location of such additional reserved parking spaces shall be subject to Landlord’s reasonable approval. Additionally, Tenant may designate one (1) floor of spaces in the Parking Facility for parking spaces for employees who use alternative fuel/hybrid/fuel efficient vehicles, which designation may be made by Tenant any time during the Term. Each non-reserved parking permit constitutes a nonexclusive lease to park one (1) automobile on a non-reserved basis in a non-reserved parking space in the Parking Facility at no additional cost to Tenant throughout the Term (except $10.00 per card for new or replacement access cards). Visitor parking in the Parking Facility will be free of charge to Tenant’s visitors. Tenant will validate its visitors’ parking cards/receipts so that no charge will be assessed to such visitors and Landlord shall not charge or invoice Tenant for such validation. All parking spaces in the Parking Facility (other than the reserved spaces) shall be used in common with other tenants, invitees and visitors of the Building, if any. Landlord shall have the right to control access to the Parking Facility, remove improperly parked automobiles and require that the designated automobile display decals or other evidence of its right to use the Parking Facility. Landlord may designate an independent contractor to operate the Parking Facility, by lease or otherwise, which will have the right to exercise Landlord’s rights hereunder, and Landlord shall have no liability whatsoever for the acts or omissions of such contractor; provided, any such contract with such independent contractor shall be subject to re-bid as provided above. The Parking Facility shall be available to Tenant and its employees twenty-four (24) hours per day, seven (7) days per week, subject to Landlord’s right to close the Parking Facility in the event of an emergency or casualty. Notwithstanding anything herein to the contrary, Landlord shall not

enter into, renew or otherwise extend any contract or agreement with any vendor or other party for card reader or other access equipment to the Parking Facility without first obtaining Tenant’s prior written consent, which consent may be granted or withheld in Tenant’s sole discretion.

Notwithstanding anything herein to the contrary, during any period in which the Tenant Parties lease the Entire Building, Tenant shall have the right to cause Landlord to open the visitor parking level of the Parking Facility (the top level) without access controls upon at least thirty (30) days prior written notice to Landlord. Thereafter, Landlord and Tenant shall consult with each other monthly to determine if control-free visitor parking is meeting the expectations of Tenant, and if Tenant so elects by delivery of written notice to Landlord, then Landlord shall reinstall, at Tenant’s sole cost and expense, and operate the access controls previously in place, such reinstallation to occur within thirty (30) days following Landlord’s receipt of such written notice from Tenant. For avoidance of doubt, in the event Tenant elects to discontinue the use of visitor parking access controls, Landlord shall have no duty to monitor the identity of users of such visitor parking or police any unauthorized parkers in any manner.

ARTICLE IV

Section 4.01 Care of Premises. Tenant shall not commit or allow to be committed by Tenant’s employees, agents or contractors, any waste or damage to any portion of the Premises, the Project or Perimeter Summit Office Park. Upon the expiration or any earlier termination of this lease, Tenant shall surrender the Premises to Landlord in as good condition as existed on the date of possession by Tenant, ordinary wear and tear and damage by casualty (except as otherwise provided herein) and condemnation excepted. Upon such expiration or termination of this lease, Landlord shall have the right to re-enter and resume possession of the Premises immediately.

Section 4.02 Entry for Repairs and Inspection. With reasonable prior oral or written notice, Tenant shall permit Landlord and its contractors, agents or representatives to enter into and upon any part of the Premises during reasonable hours for emergencies (for which no prior notice is required), to conduct routine inspections or to clean the Premises (for which no notice is required). During normal business hours and upon twenty-four (24) hours prior verbal notice to Tenant, Landlord and its contractors, agents or representatives may, during the Term, enter into and upon the Premises to make repairs, alterations or additions thereto, show the Premises to prospective purchasers and mortgagees, and, during the eighteen (18) months prior to expiration of this lease, to prospective tenants, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof. In exercising its rights in this Section 4.02, Landlord shall use its reasonable efforts not to interfere with or disrupt the normal operation of Tenant’s business. Landlord, and any third parties entering the Premises at Landlord’s invitation or request, shall at all times strictly observe Tenant’s rules relating to security on the Premises. Tenant shall have the right, in its sole discretion, to designate a representative to accompany Landlord, or any third parties, while they are on the Premises.

Section 4.03 Nuisance. Tenant shall conduct its business and control its agents, employees, invitees, contractors and visitors in such a manner as not to create any nuisance, or interfere with, annoy or disturb any other tenant or Landlord in its operation of the Project.

Section 4.04 Laws and Regulations; Rules of Building. Tenant shall comply with, and Tenant shall cause its employees, contractors and agents to comply with, and shall use its best efforts to cause its visitors and invitees to comply with, all laws, ordinances, orders, rules and regulations of all state, federal, municipal and other governmental or judicial agencies or bodies relating to the use, condition or occupancy of the Premises, the rules of the Building reasonably adopted and altered by Landlord from time to time for the safety, care and cleanliness of the Premises and Building and for the preservation of good order therein and the provisions of any recorded documents now existing or hereafter in effect relating to Tenant’s use, operation or occupancy of the Premises including, without limitation, the Declaration. The initial rules of the Building are attached hereto and incorporated herein as Exhibit F. During any period in which the Tenant Parties lease less than the Entire Building, Landlord shall employ its good faith efforts to apply such rules in a consistent and even-handed manner as to all tenants of the Building.

Section 4.05 Legal Use and Violations of Insurance Coverage. Except as provided in Section 1.03 above, Tenant shall not occupy or use the Premises, or permit any portion of the Premises to be occupied or used, for any business or purpose which is unlawful, disreputable or deemed to be hazardous in any manner, or permit anything to be done by any party acting by or on behalf of Tenant which would in any way increase the rate of fire, liability, or any other insurance coverage on the Project or its contents.

Section 4.06 Compliance with Legal Requirements.

(a) As used in this lease, “Legal Requirements” shall mean any applicable law, statute, ordinance, order, rule, regulation, decree or requirement of a Governmental Authority, and “Governmental Authority” shall mean the United States, the state, county, city and political subdivisions in which the Project is located or which exercises jurisdiction over the Project, and any agency, department, commission, board, bureau or instrumentality of any of them which exercises jurisdiction over the Project. Tenant shall comply with (and shall indemnify Landlord for Tenant’s failure to comply with), and shall cause its employees, contractors and agents to comply with, and shall use diligent efforts to cause its customers, visitors and invitees to comply with, all Legal Requirements relating to Tenant’s use, condition (to the extent of Tenant’s obligations under Article 5 below) or occupancy of the Premises (including, without limitation, all Legal Requirements applicable to Tenant’s business and operations in the Premises and all orders and requirements imposed by any health officer, fire marshal, building inspector or other governmental authority, to the extent that such orders and requirements relate directly to Tenant business and operations in the Premises).

(b) Landlord represents and warrants the Premises may be used for general office purposes and storage pursuant to current zoning regulations and any covenants applicable to the Building, if any.

(c) Without limiting the provisions of the foregoing, Tenant shall comply with all applicable Legal Requirements regarding the environment (the “Environmental Laws”), including without limitation the application for and maintenance of all required permits, the submittal of all notices and reports, proper labeling, training and record keeping, and timely and appropriate response to any Release (defined below) or other discharge of a substance under

Environmental Laws. In no way limiting the generality of the foregoing, Tenant shall not cause or permit any party acting by or on behalf of Tenant to use, generate, store, release or dispose in or about the Premises or the Project any substances, materials or wastes subject to regulation under Legal Requirements from time to time in effect concerning hazardous, toxic or radioactive materials (collectively, the “Hazardous Materials”), unless Tenant shall have received Landlord’s prior written consent, which consent Landlord may withhold or revoke at any time in its sole discretion; provided, however, nothing herein shall be deemed to prohibit Tenant’s use of cleaning materials and office supplies that may be considered Hazardous Materials in the ordinary course of Tenant’s business if such items are used in strict compliance with all applicable Legal Requirements. Additionally, Tenant shall not bring, or permit any party acting by or on behalf of Tenant to bring, upon the Premises any PCB’s. “PCB” means any oil or other substance containing polychlorinated biphenyl (as defined in 40 CFR 761.3). Tenant shall not permit any party acting by or on behalf of Tenant to bring any asbestos, or any structures, fixtures, equipment or other objects or materials containing asbestos on the Premises. Tenant shall immediately notify Landlord of the presence of any Reportable Quantity (defined below) of a Hazardous Material on or about the Premises following Tenant’s actual knowledge thereof. As used in this lease, “Reportable Quantity” shall mean that amount defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, pertinent regulations thereunder or other relevant Environmental Laws.

(d) Tenant shall indemnify, protect, defend (with counsel reasonably approved by Landlord) and hold Landlord, Seven Oaks Management, LLC, and Fifth Street Management, LLC, and the directors, officer, shareholders, employees and agents of Landlord, Seven Oaks Management, LLC, and Fifth Street Management, LLC harmless from any and all obligations, claims, administrative proceedings, judgments, damages, fines, costs, and liabilities, including reasonable attorneys’ fees incurred in enforcing this lease, performance on Tenant’s behalf, or collecting any sums due hereunder (collectively, the “Landlord Environmental Costs”) that arise directly or indirectly from or in connection with the presence, reasonably suspected presence, Release (defined below), or reasonably suspected Release of Hazardous Materials arising out of, in connection with, or by reason of the failure of Tenant to fulfill its obligations under this Section 4.06. Notwithstanding the foregoing, Tenant shall not be responsible for the Release of any Hazardous Materials arising from any demolition work in the Premises if the Hazardous Materials were present in the Premises as of the date such portion of the Premises was turned over to Tenant and so long as Tenant complied with all Legal Requirements in the handling and disposal of such Hazardous Materials following Tenant’s actual knowledge of the presence of such Hazardous Materials in the Premises. Landlord shall indemnify, protect, defend (with counsel reasonably approved by Tenant) and hold Tenant, and the directors, officers, shareholders, employees and agents of Tenant, harmless from any and all obligations, claims, administrative proceedings, judgments, damages, fines, costs, and liabilities, including reasonable attorneys’ fees incurred (collectively, the “Tenant Environmental Costs”) by Tenant that arise directly or indirectly from or in connection with the presence, reasonably suspected presence, Release, or reasonably suspected Release of Hazardous Materials prior to the Phase I Turnover Date (with respect to the Phase I Premises), the Phase II Turnover Date (with respect to the Phase II Premises), and the Phase III Turnover Date (with respect to the Phase III Premises), or arising out of, in connection with, or by reason of the action or inaction of Landlord, or parties

acting on Landlord’s behalf with Landlord’s express permission during the Term of this lease. As used in this lease, “Release” shall mean spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers and other closed receptacles). If Landlord incurs any Landlord Environmental Costs, Tenant shall pay to Landlord the amount thereof upon demand and if Tenant incurs any Tenant Environmental Costs resulting from Landlord, Landlord shall pay to Tenant the amount thereof upon demand. Without limiting the generality of the foregoing, there shall be included in Landlord Environmental Costs and Tenant Environmental Costs, capital, operating, and maintenance costs incurred in connection with any investigation or monitoring of site conditions, any clean up, containment, remedial, removal or restoration work required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental entity or person.

Section 4.07 Electronic Services.

(a) Tenant may, in a manner consistent with the provisions and requirements of this lease, install, maintain, replace, remove or use any communications or computer or other electronic service wires, cables and related devices (collectively, the “Lines”) at the Building in or serving the Premises, provided: (i) Tenant shall obtain Landlord’s prior written consent, which consent may be conditioned as reasonably required by Landlord, (ii) if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings of ordinary twisted pair riser cable or may cause radiation higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated to prevent such excessive electromagnetic fields or radiation, and (iii) Tenant shall pay all costs in connection therewith. Landlord reserves the right to require that Tenant remove any Lines which are installed in violation of these provisions. Tenant shall not, without the prior written consent of Landlord in each instance, grant to any third party a security interest or lien in or on the Lines, and any such security interest or lien granted without Landlord’s written consent shall be null and void.

(b) As used herein “Electronic Services Provider” means a business which provides telephone, telegraph, telex, video, other telecommunications or other services which permit Tenant to receive or transmit information by the use of electronics and which require the use of wires, cables, antennas or similar devices in or on the Building. The services of Electronic Services Providers are sometimes referred to herein as “Electronic Services.”

(c) Upon Tenant’s request, Landlord shall (i) install, at Tenant’s sole cost and expense, any Electronic Services equipment or facilities, (ii) make available to Tenant the services of a particular Electronic Services Provider designated by Tenant, (iii) allow any Electronic Services Provider designated by Tenant access to the Building, and (iv) continue to grant access to an Electronic Services Provider to the extent Tenant desires such Electronic Services Provider to have access to the Building. Upon receipt of a written request from Tenant, Landlord shall, at Tenant’s sole cost and expense: (x) install new Lines at the property, and (y) create additional space for Lines at the property. Landlord may (but shall not have the obligation to) adopt reasonable and uniform rules and regulations with respect to the Lines, which rules and regulations shall be consistent with the rules and regulations applicable to all tenants in the Perimeter Summit Office Park.

(d) Tenant acknowledges and agrees that all Electronic Services desired by Tenant shall be ordered and utilized at the sole expense of Tenant. Unless Landlord otherwise requests or consents in writing, all of Tenant’s Electronic Services equipment shall be and remain solely in the Tenant’s Premises and the telephone closet(s) on the floor(s) on which Tenant’s Premises is located, in accordance with rules and regulations adopted by Landlord from time to time in accordance with the terms of this lease. Unless otherwise specifically agreed to in writing, Landlord shall have no responsibility for the maintenance of Tenant’s Electronic Services equipment, including Lines, nor for any Lines or other infrastructure to which Tenant’s Electronic Services equipment may be connected. Tenant agrees that, to the extent any Electronic Services are interrupted, curtailed or discontinued due to causes other than the intentional or grossly negligent acts of Landlord, Landlord shall have no obligation or liability with respect thereto and it shall be the sole obligation of Tenant at its own expense to obtain substitute service. Except to the extent arising from the intentional or grossly negligent acts of Landlord or Landlord’s agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that Tenant’s use of any Lines will be free from the following (collectively, the “Line Problems”): (i) any eavesdropping or wire-tapping by unauthorized parties, (ii) any failure of any Lines to satisfy Tenant’s requirements, or (iii) any shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, replacement, use or removal of Lines by or for other tenants or occupants at the property. Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant or relieve Tenant from performance of Tenant’s obligations under this lease; provided, however, in the event that such Line Problems are caused by or attributable to the intentional or grossly negligent acts of Landlord, and in the further event that Landlord shall fail to fully resolve such Line Problems within five (5) business days of receipt of written notice thereof, and Tenant cannot and does not operate its business within all or a material portion of the Premises, then Base Rental shall ▇▇▇▇▇ in proportion to the portion of the Premises in which Tenant does not operate its business commencing on the sixth (6th) business day following the occurrence of such Line Problems and continuing until such Line Problems have been fully resolved. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Line Problems.

(e) Landlord shall have the right, upon reasonable prior notice to Tenant, to interrupt or turn off Electronic Services facilities in the event of emergency or as necessary in connection with maintenance, repairs or construction at the Building or installation of Electronic Services equipment for other tenants in the Building or on account of violation by the Electronic Services Provider or owner of the Electronic Services equipment of any obligation to Landlord or in the event that Tenant’s use of the Electronic Services infrastructure of the Building materially interferes with the Electronic Services of other tenants in the Building to the extent that such Electronic Services were provided to such other tenants prior to the Commencement Date of this lease, and provided, however, that in any and all such circumstances where Landlord shall interrupt or turn off Electronic Services facilities to the Premises, Landlord shall use commercially reasonable efforts to limit the scope and duration of the interruption in Electronic Services to the Premises.

(f) Any and all Electronic Services equipment installed in the Tenant’s Premises or elsewhere in the Building by or on behalf of Tenant, other than Lines, shall be removed prior to the expiration or earlier termination of the Term, by Tenant at its sole cost or, at Landlord’s election, by Landlord at Tenant’s sole cost, with the actual cost thereof to Landlord without markup or profit to be paid by Tenant as additional rent. Notwithstanding anything herein to the contrary and except as provided in the immediately succeeding sentence, Tenant shall have the right, but not the obligation, to remove the Electronic Services equipment, Lines and related infrastructure, or selected components thereof, whether located in the Tenant’s Premises or elsewhere in the Building, such right to be exercised within thirty (30) days following the expiration or earlier termination of this lease. Notwithstanding the foregoing, Tenant shall in all events remove all satellite dishes, related infrastructure and other hardware located on the roof of the Building upon the expiration or earlier termination of this lease and Tenant shall repair any damage to the Building caused by such removal.

(g) In the event that Tenant wishes at any time to utilize the services of an Electronic Services Provider whose equipment is not then servicing the Building, no such Electronic Services Provider shall be permitted to install its Lines or other equipment within the Building without first securing the prior written approval of Landlord, such approval not to be unreasonably withheld. Landlord’s approval shall not be deemed any kind of warranty or representation by Landlord, including, without limitation, any warranty or representation as to the suitability, competence, or financial strength of the Electronic Services Provider. Without limitation of the foregoing standard, unless all of the following conditions are satisfied to Landlord’s satisfaction, it shall be reasonable for Landlord to refuse to give its approval: (i) Landlord shall incur no current expense or risk of future expense whatsoever with respect to any aspect of the Electronic Services Provider’s provision of its Electronic Services, including without limitation, the costs of installation, materials and services; (ii) prior to commencement of any work in or about the Building by the Electronic Services Provider, the Electronic Services Provider shall supply Landlord with such written indemnities, insurance, financial statements, and such other items as Landlord reasonably determines to be necessary to protect its financial interests and the interests of the Building relating to the proposed activities of the Electronic Services Provider; (iii) the Electronic Services Provider agrees to abide by such rules and regulations, building and other codes, job site rules and such other requirements as are reasonably determined by Landlord to be necessary to protect the interests of the Building, the tenants in the Building and Landlord, in the same or similar manner as Landlord has the right to protect itself and the Building with respect to proposed alterations as described in Article V of this lease; (iv) Landlord reasonably determines that, considering other potential uses for space in the Building, there is sufficient space in the Building for the placement of all of the Electronic Services Provider’s equipment, conduit, Lines and other materials; (v) the Electronic Services Provider agrees to abide by Landlord’s requirements, if any, that the Electronic Services Provider use existing Building conduits and pipes or use Building contractors (or other contractors approved by Landlord); (vi) Landlord shall be reasonably compensated for space used in the Building for the storage and maintenance of the Electronic Services Provider’s equipment, for the fair market value of the Electronic Services Provider’s access to the Building, for the use of common or core space within the Building and the costs which may reasonably be incurred by Landlord; (vii) the Electronic Services Provider agrees to deliver to Landlord detailed “as built” plans immediately after the installation of the Electronic Services Provider’s

equipment is complete; and (viii) all of the foregoing matters are documented in a written license agreement between Landlord and the Electronic Services Provider, the form and content of which is reasonably satisfactory to Landlord. Notwithstanding the foregoing, Tenant shall have the right without Landlord’s consent (except as required under this sentence) to utilize an Affiliate of Tenant or, such other vendor selected by Tenant, as an Electronic Services Provider upon written notice to Landlord, subject only to satisfaction of the following conditions: (i) Landlord’s approval of the location of all intended equipment in the common areas of the Building, such approval not to be unreasonably withheld, conditioned or delayed, and (ii) such vendor’s or Affiliate’s execution of Landlord’s standard form of service provider agreement, without fee or rent to such Electronic Services Provider. In the event that, within ten (10) days following receipt of a written request therefor from Tenant, Landlord shall fail to deliver written notice to Tenant of its approval or rejection of the proposed location of the intended equipment, or shall fail to provide to Tenant Landlord’s form of service provider agreement, then with respect to such Electronic Services Provider, Tenant shall have the right to permit the immediate installation of such intended equipment in the location identified in Tenant’s notice and shall be relieved of the obligation to have such vendor or its Affiliate execute Landlord’s standard form of service provider agreement as hereinabove set forth.

(h) Notwithstanding any provision of the proceeding paragraphs to the contrary, the refusal of Landlord to grant its approval to any prospective Electronic Services Provider (to the extent expressly required in Section 4.07(g) above) shall not be deemed a default or breach by Landlord of its obligation under this lease unless and until Landlord is adjudicated to have breached its obligations under this lease with respect to Tenant’s request for approval, and in that event, Tenant shall still have no right to terminate this lease or claim an entitlement to rent abatement, but may as Tenant’s sole and exclusive recourse seek a judicial order of specific performance compelling Landlord to grant its approval as to the prospective provider in question. The provisions of this paragraph may be enforced solely by Tenant and Landlord and any Affiliate or Permitted Transferee rightfully hereunder in occupancy of the Premises, are not for the benefit of any other party, and specifically but without limitation, no telephone or other Electronic Services Provider shall be deemed a third party beneficiary of this lease.

(i) Tenant shall not utilize any wireless Electronic Services equipment (other than usual and customary cellular telephones), including antenna equipment and satellite receiver dishes, within the Tenant’s Premises, within the Building or attached to the outside walls or roof of the Building, without Landlord’s prior written consent. Such consent may be conditioned in such a manner so as to protect Landlord’s financial interests and the interests of the Building, and the other tenants therein, in a manner similar to the arrangements described in the immediately preceding paragraphs. Notwithstanding any term or provision of this lease to the contrary, Tenant shall have the right to install, at its sole cost and expense, a wireless intranet, Internet and/or communications network within the Premises for the use of Tenant and its employees (the “Network”), subject to the terms of this Paragraph and subject to Landlord’s approval of all plans and specifications therefor, such approval not to be unreasonably withheld, and, to the extent such services are not provided by an Affiliate of Tenant, subject to Landlord’s approval of the Electronic Services Provider providing such services and system, such approval not to be unreasonably withheld. Tenant agrees that the Network equipment (whether owned by Tenant or Tenant’s service providers and contractors) located in the Premises, including, without

limitation, any antennas, switches, or other equipment (collectively, the “Tenant’s Network Equipment”) shall be of a type and, if applicable, a frequency that will not cause unreasonable radio frequency, electromagnetic, or other interference to any other party or any equipment of Landlord or, prior to the lease of the Entire Building by the Tenant Parties, other tenants or occupants of the Building. In the event that Tenant’s Network Equipment causes any such interference, upon receipt of written notice from Landlord of such interference, Tenant will promptly take all commercially reasonable steps to correct and eliminate such interference.

(j) Until the Tenant Parties lease the Entire Building, in the event that Electronic Services equipment, Lines and facilities or satellite and antenna equipment of any type installed by or at the request of Tenant within the Tenant’s Premises, on the roof, or elsewhere within or on the Building causes interference to equipment used by another tenant in the Building, Tenant shall cease using such equipment, Lines and facilities or satellite and antenna equipment until the source of the interference is identified and eliminated and Tenant shall assume all liability related to such interference. Tenant shall cooperate with Landlord and other parties, to eliminate such interference promptly. In the event that Tenant is unable to do so, Tenant will substitute alternative equipment which remedies the situation. If such interference persists, Tenant shall, at Landlord’s sole discretion, remove such equipment. In the event that Electronic Services equipment, Lines and facilities or satellite and antenna equipment of any type installed by or at the request of Landlord or another tenant within such tenant’s premises, on the roof, or elsewhere within or on the Building after the Effective Date causes interference to equipment used by Tenant in the Premises, Landlord shall cease using (to the extent Landlord’s equipment is the cause of the interference), or use good faith efforts to cause such other tenant to cease using (to the extent such other tenant’s equipment is the cause of the interference), such equipment, Lines and facilities or satellite and antenna equipment until the source of the interference is identified and eliminated. Notwithstanding anything in this lease to the contrary, from and after the Phase II Turnover Date, Tenant agrees to provide Landlord, Landlord’s property manager and Landlord’s primary vendors with access cards to allow such parties unrestricted access to such portion of Floor 18 of the Premises as is reasonably necessary to access the roof of the Building at any time without prior notice to Tenant. Landlord agrees to cause all other third parties desiring access to the roof of the Building to provide Tenant with reasonable prior telephonic notice before accessing the roof of the Building, and Landlord shall restrict such other parties from accessing the roof except for the purposes of installing, maintaining, repairing and replacing rooftop equipment in accordance with the terms of this lease. Tenant shall have the right, but not the obligation, to have a representative of Tenant present to monitor any access to the rooftop of the Building by any such other third party.

ARTICLE V

Section 5.01 Leasehold Improvements.

(a) The Phase I Premises shall be delivered by Landlord and leased by Tenant in its “as-is” condition as of the Phase I Turnover Date, vacuumed and free of debris, and without any improvements or alterations by Landlord, except Landlord shall provide the Phase I Tenant Improvement Allowance for the Phase I Tenant Work (as that term is defined in Exhibit D).

The Phase II Premises shall be delivered by Landlord and leased by Tenant in its “as-is” condition as of the Phase II Turnover Date, vacuumed and free of debris, and without any improvements or alterations by Landlord, except Landlord shall provide the Phase II Tenant Improvement Allowance for the Phase II Tenant Work (as that term is defined in Exhibit D-1).

The Phase III Premises shall be delivered by Landlord and leased by Tenant in its “as-is” condition as of the Phase III Turnover Date, vacuumed and free of debris, and without any improvements or alterations by Landlord, except Landlord shall provide the Phase III Tenant Improvement Allowance for the Phase III Tenant Work (as that term is defined in Exhibit D-2). The Phase I Tenant Work, Phase II Tenant Work and Phase III Tenant Work are sometimes hereinafter collectively referred to as the “Tenant Work.” Further, Landlord agrees to secure for Tenant’s use and ownership that certain furniture, fixtures and equipment (the “FF&E”) identified and described on Exhibit D-3 attached hereto, which FF&E is currently leased or owned by ▇▇▇▇▇▇ Associates LLC. Landlord shall convey such FF&E to Tenant in its “as is” condition and without warranty of any kind pursuant to a written ▇▇▇▇ of sale which Landlord shall execute and deliver to Tenant on or prior to the Phase I Commencement Date.

(b) Tenant hereby agrees that the provisions of Exhibit D, Exhibit D-1 and Exhibit D-2 shall govern the construction of Tenant’s initial leasehold improvements by Tenant. It is stipulated that time is of the essence in connection with Tenant’s compliance with the terms of Exhibit D, Exhibit D-1 and Exhibit D-2 and in connection with Landlord’s compliance with the terms of Exhibit D, Exhibit D-1 and Exhibit D-2.

(c) Tenant shall not make or allow to be made any improvements, alterations or physical additions in or to the Premises or place safes, vaults or other heavy furniture or equipment within the Premises, without first obtaining the written consent of Landlord which consent shall not be unreasonably withheld so long as said alterations are not unsightly from outside the Premises. Tenant shall deliver to Landlord a copy of the “as-built” plans and specifications for all alterations or physical additions so made in or to the Premises. Notwithstanding the foregoing, Tenant shall be permitted to make, from time to time, interior, nonstructural alterations, improvements or additions without Landlord’s prior written consent (“Aesthetic Alterations”) so long as (i) such alterations, improvements and/or additions do not affect the structure of the Building or base building systems, including life safety systems, (ii) such alterations, improvements and/or additions cost less than $200,000.00 per alteration or directly related series of alterations, improvements and/or additions within each “lease year” (as hereinafter defined) escalated annually by four percent (4%), (iii) Tenant provides to Landlord as built drawings or plans and specifications reflecting such alterations, improvements and/or additions if same are prepared in connection with such alterations, improvements or additions, including, without limitation, any updated CAD drawings, (iv) Landlord approves of Tenant’s contractor(s) or such contractor is one of the contractors listed on Exhibit T attached hereto which has been pre-approved by Landlord, and (v) Tenant gives Landlord at least five (5) business days prior written notice prior to commencing any such work. As used herein, the term “lease year” shall be the period of time consisting of three hundred sixty-five calendar (365) days beginning on the Phase I Commencement Date, and each period of three hundred sixty-five calendar (365) days thereafter throughout the Term of this lease and any extensions thereof.

(d) Approval by Landlord of any of Tenant’s drawings and plans and specifications prepared in connection with any alterations, improvements, modifications or additions to the Premises or the Project shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or alterations, improvements, modifications or additions to which they relate, for any use, purpose or conditions, but such approval shall merely be the consent of Landlord as required hereunder. Any and all furnishing, equipping and improving of or other alteration and addition to the Premises other than Aesthetic Alterations shall be: (i) made at Tenant’s sole cost, risk and expense; (ii) performed in a prompt, good and workmanlike manner with labor and materials of such quality as Landlord may reasonably require; (iii) constructed in accordance with all plans and specifications approved in writing by Landlord prior to the commencement of any such work, such approval not to be unreasonably withheld; (iv) prosecuted diligently and continuously to completion so as to cause no interference with the normal business operations of other tenants in the Building, the performance of Landlord’s obligations under this lease or any mortgage or ground lease covering or affecting all or any part of the Building or the Land and any work being done by contractors engaged by Landlord with respect to or in connection with the Building; (v) performed by contractors listed on Exhibit T attached hereto or otherwise approved in writing by Landlord, such approval not to be unreasonably withheld; and (vi) Tenant shall obtain and furnish Landlord with a copy of the DeKalb County building permit and certificate of occupancy required for any such improvements. Tenant shall have no (and hereby waives all) rights to payment or compensation for any such item. Other than with respect to Aesthetic Alterations, Tenant shall notify Landlord upon completion of such alterations, improvements, modifications or additions and Landlord shall inspect same for workmanship and compliance with the approved plans and specifications. Tenant and its contractors shall comply with all reasonable requirements Landlord may impose on Tenant or its contractors with respect to such work (including but not limited to, insurance, indemnity and bonding requirements), and shall deliver to Landlord a complete copy of the “as-built” or final plans and specifications for all alterations or physical additions so made in or to the Premises within thirty (30) days of completing the work (except in the case of Aesthetic Alternations in which case as-built or final plans and specifications shall only be required to be delivered by Tenant in the event the same are otherwise prepared in conjunction therewith). Landlord will not be entitled to any construction management fee, nor shall Tenant be obligated to reimburse Landlord for costs or expenses incurred by Landlord, in connection with any alteration or addition, including any Aesthetic Alterations.

(e) All alterations, physical additions, modifications or improvements in or to the Premises (including fixtures) shall, when made, become the property of Landlord and shall be surrendered to Landlord upon termination or expiration of this lease or termination of Tenant’s right to occupy the Premises, whether by lapse of time or otherwise, without any payment, reimbursement or compensation therefor; provided, however, that (i) Tenant shall retain title to and shall remove from the Premises movable equipment or furniture owned by Tenant, and (ii) Tenant repairs any damage caused thereby. Notwithstanding any term or provision of this lease to the contrary, Tenant shall have no obligation to remove any Aesthetic Alterations or any of the Phase I Leasehold Improvements, Phase II Leasehold Improvements or Phase III Leasehold Improvements, except as provided in the last sentence of this paragraph. Further, Tenant shall have no obligation to remove any other alterations, physical additions,

modifications or improvements made by or on behalf of Tenant in or to the Premises unless Landlord shall expressly require in writing that Tenant remove such items as a condition to, and delivered at the time of, Landlord granting its consent thereto, in which case, Tenant shall remove all such additions, alterations and improvements upon the expiration or earlier termination of the lease, shall restore the Premises to “Building Standard” (as defined in Exhibit C) condition and shall repair any damage to the Building caused by such removal. Without limiting the generality of the foregoing, Landlord and Tenant agree that attached hereto as Exhibit J is a listing of alterations, improvements and additions (excluding Aesthetic Alterations) which, if made by Tenant, shall be required to be removed by Tenant unless Landlord consents in writing to the contrary (“Removal Items”) and a listing of alterations, improvements and additions which, if made, by Tenant shall not be required by Landlord to be removed by Tenant (“Non-Removal Items”).

(f) Tenant shall indemnify and hold Landlord harmless from and against all costs (including reasonable attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by or at the direction of Tenant to the Premises, including, but not limited to, any mechanics’ or materialmen’s liens asserted in connection therewith, provided, Tenant shall have no obligation to indemnify and hold Landlord harmless from any such costs, losses, liabilities, or causes of action to the extent caused by or attributable to the negligence or intentional misconduct of Landlord, or its employees, agents, contractors or representatives.

(g) Should any mechanic’s or other liens, however, be filed against any portion of the Project relating to any alterations, additions or improvements made by or at the direction of Tenant, Tenant shall cause the same to be cancelled or discharged of record by bond or otherwise within thirty (30) days after written notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens, within said thirty (30) day period, Landlord may, at its sole option, cancel or discharge the same and upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all reasonable costs incurred in canceling or discharging such liens.

Section 5.02 Repairs by Landlord. During the Term, Landlord shall perform diligently, promptly and in a good and workmanlike manner in compliance with all applicable Legal Requirements, all maintenance, repairs and replacements to (i) the structural components of the Building, including without limitation the roof, roofing system, exterior walls, bearing walls, support beams, foundations, columns, exterior doors and windows and lateral support to the Building; (ii) use diligent efforts to assure watertightness of the Building and the Premises (including caulking of the flashings) and repairs to the roof, roofing system, curtain walls, windows, and skylights if required to assure watertightness; (iii) the plumbing, lawn and fire sprinklers, heating, ventilation and air conditioning systems, electrical and mechanical lines and equipment associated therewith, including without limitation elevators; (iv) the parking lots, garages, and common areas of the Project and Building, including their lighting systems; (v) the exterior improvements to the Building, including walkways, shrubbery and landscaping; (vi) exterior glass including cleaning and replacements, (vii) the Building and the Premises necessitated by the negligence or willful misconduct of Landlord, its agents, contractors, representatives or employees; (viii) the Building and the Premises necessitated by the presence of Hazardous Materials for which Tenant is not liable pursuant to Section 4.06 hereof and for

which Landlord has responsibility; and (ix) any part of the Building and the Premises for which Tenant has not expressly assumed responsibility and for which Landlord has. In the event of any damage to such components or systems caused by Tenant or Tenant’s agents, contractors or employees, the cost of repair or restoration of such damage shall be paid for solely by Tenant in an amount equal to Landlord’s costs plus fifteen percent (15%) for administrative cost recovery. Landlord shall make such repairs to Building Standard improvements as may be deemed necessary by Landlord for normal maintenance operations and Landlord shall not otherwise be obligated to make improvements to, or repairs of, the Premises except as expressly required hereunder; provided, however, Landlord shall, at Tenant’s expense, make such additional improvements to, or repairs of, the Premises as Tenant shall request in writing, at a cost equal to the costs incurred by Landlord in such maintenance or such repairs, plus an additional charge of fifteen percent (15%) for administrative cost recovery. Notwithstanding anything herein to the contrary, in the event that repairs are necessitated to the Premises due to the presence of Hazardous Materials for which Tenant is not liable pursuant to Section 4.06 and for which Landlord has no responsibility hereunder and does not otherwise elect to remediate, and in the further event that Tenant determines, in its reasonable discretion, that the presence of such Hazardous Materials creates an unsafe working environment for Tenant’s employees and invitees, then Tenant shall notify Landlord in writing of such condition and that it intends to terminate this lease if remedial action is not undertaken, in which event Landlord will have thirty (30) days or such longer period of time as may be reasonably necessary to remediate same and if Landlord fails to remediate such condition or complete such remediation in the time period(s) set forth above, then Tenant shall have the right to terminate this lease, such termination to be effective upon delivery of written notice thereof to Landlord.

Section 5.03 Repairs by Tenant. Subject to Section 5.02, Tenant shall at its own cost and expense, keep the Premises and all leasehold improvements in a condition similar to the condition as of the Commencement Date, normal wear and tear and damage by casualty (except as otherwise provided herein) and condemnation excepted and shall perform all repairs and improvements required by any governmental law, ordinance, rule or regulation, to the extent required as a direct result of Tenant’s operations in the Premises (as opposed to such laws, ordinances, rules or regulations generally applicable to use of the Premises for general office purposes) or directly applicable to the Tenant Work or alterations or improvements made to the Premises by or on behalf of Tenant. If Tenant fails to commence any such repairs to the Premises, Tenant Work and/or alterations or improvements within twenty (20) business days after written notice from Landlord to Tenant and thereafter diligently proceed with such repair work until completion, Landlord may, at its option, make such repairs or any replacements reasonably deemed necessary by Landlord, and Tenant shall pay to Landlord on demand Landlord’s cost thereof plus a charge of fifteen percent (15%) for administrative cost recovery.

Section 5.04 Americans with Disabilities Act of 1990. Tenant hereby agrees to be responsible, at its sole cost and expense, for the compliance of the Premises, after the Commencement Date, with all rules, regulations, laws and ordinances including, without limitation, the Americans with Disabilities Act of 1990, as amended (the “ADA”) to the extent required as a direct result of Tenant’s operations in the Premises (as opposed to such laws, ordinances, rules or regulations generally applicable to use of the Premises for general office purposes) or directly applicable to the Tenant Work or alterations or improvements made to the

Premises by or on behalf of Tenant. Landlord hereby represents and warrants that the Building, including the common areas of the Building and the Premises shall be in compliance with the ADA as of the Phase I Turnover Date (and with respect to the Phase II Premises and Phase III Premises, as of the Phase II Turnover Date and Phase III Turnover Date, respectively). Landlord hereby agrees to be responsible, at its sole cost and expense (subject to reimbursement by tenants of the Building including Tenant as part of customary operating expenses, to the extent not excluded or prohibited, as provided elsewhere in this lease) for the compliance of the Building, common areas and Premises (to the extent Tenant is not expressly obligated therefor pursuant to this Section 5.04) with all such rules, regulations, laws and ordinances. The allocation of responsibility for ADA compliance between Landlord and Tenant and the respective obligations of each shall supersede any other provisions of this lease that may contradict or otherwise differ from the requirements of this Section 5.04.

ARTICLE VI

Section 6.01 Condemnation.

(a) If all or substantially all of the Premises, or such portion of the Premises or the Project as would render, in Landlord’s reasonable judgment, the continuance of Tenant’s business from the Premises impracticable, shall be threatened to be permanently taken or condemned for any public purpose, then as provided hereinbelow, Landlord shall immediately notify Tenant in writing of such impending condemnation. This lease, at the option of Tenant or Landlord upon the giving of written notice to the other party within thirty (30) days from such party’s receipt of written notice of the actual condemnation or taking, shall forthwith cease and terminate. Landlord shall deliver to Tenant a copy of the notice of actual condemnation or taking immediately following Landlord’s receipt thereof. If more than twenty-five percent (25%) of the Building and Parking Facility shall be permanently taken or condemned for any public purpose, then Landlord shall have the option of terminating this lease by written notice to Tenant within thirty (30) days from the date of Landlord’s receipt of notice of such condemnation or taking. If this lease is terminated as provided above, this lease shall cease and expire as if the date of transfer of possession of the Premises, the Project, or any portion thereof, was the expiration date of this lease. In the event that this lease is not terminated by either Landlord or Tenant as aforesaid, Tenant shall pay the Base Rental and all other rentals up to the date of transfer of possession of such portion of the Premises so taken or condemned and this lease shall thereupon cease and terminate with respect to such portion of the Premises so taken or condemned as if the date of transfer of possession of the Premises was the expiration date of the Term of this lease relating to such portion of the Premises. Thereafter the Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental shall be adjusted on a pro rata, net rentable square foot basis. In the event of any such condemnation or taking and this lease is not so terminated, Landlord shall promptly repair the Premises or the Project, as the case may be, to Building Standard condition (up to the Tenant Improvement Allowances, “adjusted for inflation,” as defined in Section 2.04) so that the remaining portion of the Premises or Project, as the case may be, shall constitute an architectural unit, fit for Tenant’s occupancy and business; provided, however, that Landlord’s obligation to repair hereunder shall be limited to the extent of the net proceeds made available to Landlord for such repair from any such condemnation or taking. In the event of any such condemnation or taking and this lease is not so terminated, and in the further event that Landlord shall fail to repair the Premises to the condition required in the

immediately preceding sentence for any reason (including, without limitation, the insufficiency of net proceeds made available to Landlord) within one hundred and eighty (180) days following the date of transfer of possession of the portion of the Premises so condemned, then Tenant shall have the right to terminate this lease, such termination to be effective upon thirty (30) days after delivery of written notice thereof to Landlord if Landlord fails to repair the Premises to the condition required hereunder by such termination date. In the event of any temporary taking or condemnation for any public purpose of the Premises or any portion thereof, then this lease shall continue in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be adjusted on a pro rata net rentable square foot basis for the period of time that the Premises are so taken as of the date of transfer of possession of the Premises and Landlord shall be under no obligation to make any repairs or alterations. In the event of any condemnation or taking of the Premises, Tenant hereby assigns to Landlord the value of all or any portion of the unexpired Term of the lease and all leasehold improvements and Tenant may not assert a claim for a condemnation award therefor; provided, however, Tenant may pursue a separate attempt to recover an award or compensation against or from the condemning authority for (i) the value of any fixtures, furniture, furnishings, Tenant Work and other personal property which were condemned but which under the terms of this lease Tenant is permitted to remove at the end of the Term of this lease, (ii) the unamortized cost of Tenant Work, which are not so removable by Tenant at the end of the Term of this lease but which were installed solely at Tenant’s expense, (iii) relocation and moving expenses, and (iv) compensation for loss to Tenant’s business provided that such award or compensation does not reduce the award payable to Landlord.

(b) In furtherance of the foregoing, Landlord agrees to notify Tenant in writing within ten (10) days of Landlord’s receipt of notice of any intended condemnation affecting the Project or the Building. Notwithstanding anything herein to the contrary, in the event that this lease is terminated pursuant to Section 6.01(a) above by virtue of a deed in lieu of condemnation or other voluntary transfer of title to all or a portion of the Project by Landlord, then Landlord shall use commercially reasonable efforts to cause the transfer of possession of such portion of the Project unless and until Landlord shall have provided Tenant with no less than three hundred sixty-five (365) days prior written notice thereof.

Section 6.02 Damages from Certain Causes. Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft, fire, act of God, public enemy, riot, strike, insurrection, war, requisition or order of governmental body or authority, court order or injunction, or any cause beyond Landlord’s control or, except in the case of the gross negligence or intentional misconduct of Landlord, for any damage or inconvenience which may arise through repair or alteration of any part of the Project.

Section 6.03 Casualty Clause.

(a) In the event any portion of the Premises is damaged by fire or other casualty, earthquake or flood or by any other cause of any kind or nature (hereinafter collectively referred to as the “damaged property”) and the damaged property can, in the reasonable opinion of the Landlord’s architect, be repaired within three hundred sixty-five (365) calendar days from the date of notice of Landlord’s architect’s opinion, then Landlord shall proceed to rebuild or restore the damaged property to Building Standard condition (up to the Tenant Improvement Allowances, adjusted for inflation), subject to subsection (d) hereof.

(b) If, in the opinion of Landlord’s architect, damage to the damaged property cannot be repaired within one (1) year from the date of notice of Landlord’s architect’s opinion, then both Landlord and Tenant shall have the right to terminate this lease by notifying the other party in writing of such termination within forty-five (45) days of receipt of Landlord’s architect’s opinion. Notwithstanding anything herein to the contrary, in the event that this lease is not terminated as aforesaid under this Section 6.03 by either Landlord or Tenant, and in the further event that the damaged property includes the Premises and Landlord shall fail to fulfill its repair obligations hereunder within one (1) year following the date of notice of Landlord’s architect’s opinion, then Tenant shall have the right to terminate this lease by delivery of written notice thereof to Landlord within thirty (30) days following the expiration of such one (1) year period, which termination shall be effective thirty (30) days after Landlord’s receipt of said notice, so long as Landlord shall have failed to fulfill its obligations hereunder by such termination date.

(c) Notwithstanding any language herein to the contrary, if at the time of any such damage, less than one (1) year remains in the Term of this lease, exclusive of any renewal options, then both Landlord and Tenant shall have the right to terminate this lease.

(d) Notwithstanding any language contained herein to the contrary, in the event this lease is not terminated as provided hereunder (i) Landlord shall be obligated to rebuild or restore the damaged property only to the extent of the net insurance proceeds available to Landlord for the purpose of rebuilding and restoration, (ii) if the damaged property is all or any portion of the Premises Landlord shall be obligated to rebuild or restore the damaged property only to Building Standard condition (up to the Tenant Improvement Allowances, “adjusted for inflation,” as defined in Section 2.04), except that Tenant shall have the right to require Landlord to rebuild or restore the damaged property substantially to the condition which existed immediately prior to such damage, provided that Tenant shall bear all costs and expenses, including without limitation, rentals that are lost due to extended construction time, in excess of the lesser of (A) any net insurance proceeds available to Landlord for the purpose of rebuilding or restoration, or (B) the cost to Landlord of rebuilding and restoring the damaged property to Building Standard condition (up to the Tenant Improvement Allowances, “adjusted for inflation,” as defined in Section 2.04); and (iii) Tenant shall be entitled to a pro rata abatement of Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental during the period of time the Premises, or any portion thereof, are untenantable due to such damage. Notwithstanding the foregoing, in the event that the damaged property is all or part of the Premises, and in the further event that Landlord shall fail to rebuild and restore the Premises to at least Building Standard condition (up to the Tenant Improvement Allowances, adjusted for inflation) due to the insufficiency of the net insurance proceeds, then Tenant shall have the right to terminate this lease by delivery of written notice thereof to Landlord. Landlord’s architect’s opinion shall be given to both Landlord and Tenant in accordance with Section 9.01 within thirty (30) days from the date of any such damage. In the event of any termination of this lease under this Section 6.03, this lease shall cease and terminate as if the date of such damage was the expiration date of the Term of this lease. Notwithstanding any contrary language in this Section

6.03, if the Premises, the Project, or any portion thereof shall be damaged through the negligence or willful misconduct of Tenant, such damage shall be repaired by Landlord at the sole expense of Tenant and rent shall continue hereunder unabated.

Section 6.04 Casualty Insurance. Landlord shall maintain all-risks property insurance on the Project, including Building Standard leasehold improvements. Said insurance shall be (a) written on a replacement cost basis: (b) maintained with an insurance company authorized to do business in Georgia, and (c) in an amount sufficient to comply with all coinsurance requirements with payments for losses thereunder shall be made solely to Landlord (or to Landlord’s mortgagee, as Landlord may direct). Tenant shall maintain at its expense all-risks property insurance (including, but not limited to sprinkler leakage and water damage) on a replacement cost basis covering all its personal property, including removable trade fixtures, located in the Premises and on Tenant Work and all other additions and improvements (including fixtures) made by Tenant and not required to be insured by Landlord above. Such insurance shall be maintained with an insurance company authorized to do business in Georgia, and in an amount sufficient to comply with all coinsurance requirements. If the annual premiums to be paid by Landlord shall exceed the standard rates because of Tenant’s operations within, or contents of, the Premises or because the improvements to the Premises are in excess of Building Standard improvements, Tenant shall promptly pay the excess amount of the premium upon request by Landlord (and if necessary, Landlord may allocate the insurance costs of the Project to give effect to this sentence). Upon the request of Landlord, a duly executed certificate of insurance, reflecting Tenant’s maintenance of the insurance required under this Section 6.04 and Section 6.05, shall be delivered to Landlord.

Section 6.05 Liability Insurance. Landlord and Tenant shall each maintain a policy or policies of commercial general liability insurance on an occurrence basis (including, but not limited to, contractual liability coverage) with the premiums thereon fully paid on or before the due dates, issued by and binding upon a solvent insurance company authorized to transact business in Georgia. Such insurance shall afford minimum protection (which may be affected by primary and excess/umbrella insurance) of not less than $5,000,000.00 each occurrence combined single limit on bodily injury or property damage and such insurance shall name Landlord and any other parties in interest designated by Landlord, including any mortgagee, as an additional insured for damage or injury caused by Tenant and which is the obligation of Tenant under this agreement; provided, however, Tenant shall carry such greater limits of coverage as Landlord may reasonably request from time to time so long as Landlord maintains similar limits of coverage.

Section 6.06 Hold Harmless. Landlord shall not be liable to Tenant, its agents, servants, employees, contractors, customers or invitees for any damage to person or property caused by any act, omission or neglect of Tenant, its agents, servants or employees, and Tenant agrees to indemnify and hold Landlord harmless from all liability and claims for any such damage. Tenant shall not be liable to Landlord, or to Landlord’s agents, servants, employees, contractors, customers or invitees for any damage to person or property caused by any act, omission or neglect of Landlord, its agents, servants or employees, and Landlord agrees to indemnify and hold Tenant harmless from all claims for such damage.

Section 6.07 Waiver of Subrogation Rights. Anything in this lease to the contrary notwithstanding, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause of action, against the other, its agents, servants, partners, shareholders, officers or employees, for any loss or damage that may occur to the Premises, the Project or any improvements thereto or thereon, or any personal property of such party therein or thereon, by reason of fire, the elements, or any other cause which is required to be insured against under the terms of the all-risks property insurance policies referred to in Section 6.04 hereof, regardless of cause or origin, including negligence of the other party hereto, its agents, officers, partners, shareholders, servants or employees. Each party shall have its all-risks property insurance policy endorsed wherein the insurer expressly waives its right of subrogation against the other party.

Section 6.08 Insurance Requirements. If Tenant does not procure insurance as required, Landlord may, upon no less than fifteen (15) days advance written notice to Tenant, cause this insurance to be issued and Tenant shall pay to Landlord the premium for such insurance within ten (10) days of Landlord’s demand, plus interest at the rate provided for in this lease until repaid by Tenant. All policies of insurance required to be maintained by Tenant shall provide that Landlord shall be given at least ten (10) days’ prior written notice of any cancellation or nonrenewal of any such policy. A certificate evidencing each such policy shall be deposited with Landlord by Tenant on or before the Phase I Commencement Date, and a replacement certificate evidencing each subsequent policy shall be deposited with Landlord at least ten (10) days prior to the expiration of the preceding such policy.

ARTICLE VII

Section 7.01 Default and Remedies.

(a) The occurrence of any of the following shall constitute events of default:

(i) Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment, or any other sum of money payable under this lease is not paid when due;

(ii) Tenant’s interest in the lease or the Premises shall be subjected to any attachment, levy, or sale pursuant to any order or decree entered against Tenant in any legal proceeding and such order or decree shall not be vacated within fifteen (15) days of entry thereof; or

(iii) Tenant breaches or fails to comply with any term, provision, condition, or covenant of this lease, other than as described in Section 7.01(a)(i), or with any of the Rules and Regulations now or hereafter established in accordance with the terms of this lease to govern the operation of the Building or Project.

(b) Upon the occurrence of an event of default and (i) if the event of default described in Section 7.01(a)(i) is not cured within ten (10) days after written notice from Landlord of such default, or (ii) the events of default described in Sections 7.01(a)(iii) are not cured within thirty (30) days after written notice from Landlord of such default (or such additional period of time reasonably required to cure such events of default if the same cannot

reasonably be cured within such thirty [30] day period, provided Tenant commences to cure such default within such thirty [30] day period and proceeds diligently thereafter to seek to effect such cure), or (iii) the event of default described in Section 7.01(a)(ii) is not cured immediately, then Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this lease:

(i) Landlord, with or without terminating this lease, may immediately or at any time thereafter re-enter the Premises and correct or repair any condition which shall constitute a failure on Tenant’s part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this lease or of the Rules and Regulations now in effect or hereafter adopted in accordance with the terms of this lease or of any notice given Tenant by Landlord pursuant to the terms of this lease, and Tenant shall fully reimburse and compensate Landlord on demand.

(ii) Landlord, with or without terminating this lease, may immediately or at any time thereafter demand in writing that Tenant vacate the Premises and thereupon Tenant shall vacate the Premises and remove therefrom all property thereon belonging to or placed on the Premises by, at the direction of, or with consent of Tenant within ten (10) days of receipt by Tenant of such notice from Landlord, whereupon Landlord shall have the right to re-enter and take possession of the Premises. Any such demand, re-entry and taking possession of the Premises by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this lease or of the Premises by Tenant and shall not of itself constitute a termination of this lease by Landlord.

(iii) Landlord, with or without terminating this lease, may immediately or at any time thereafter, re-enter the Premises and remove therefrom Tenant and all property belonging to or placed on the Premises by, at the direction of, or with consent of Tenant. Any such re-entry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this lease or of the Premises by Tenant and shall not of itself constitute a termination of this lease by Landlord.

(iv) Landlord, with or without terminating this lease, may immediately or at any time thereafter relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, and Landlord may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting; and Tenant shall pay all costs of such reletting including but not limited to the cost of any such alterations and repairs to the Premises, attorneys’ fees, leasing inducements, and brokerage commissions; and if this lease shall not have been terminated, Tenant shall continue to pay all rent and all other charges due under this lease up to and including the date of beginning of payment of rent by any subsequent tenant of part or all of the Premises, and thereafter Tenant shall pay monthly during the remainder of the Term of this lease the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants and the rent and other charges reserved in this lease, but Tenant shall not be entitled to receive any excess of any such rents collected over the rents reserved herein.

(v) Landlord may immediately or at any time thereafter terminate this lease, and this lease shall be deemed to have been terminated upon receipt by Tenant of written notice of such termination; upon such termination Landlord shall recover from Tenant all damages Landlord may suffer by reason of such termination including, without limitation, unamortized sums expended by Landlord for construction of tenant improvements, all arrearages in rentals, costs, charges, additional rentals, and reimbursements, the cost (including court costs and attorneys’ fees) of recovering possession of the Premises, the cost of any alteration of or repair to the Premises which is necessary or proper to prepare the same for reletting and, in addition thereto, Landlord at its election shall have and recover from Tenant an amount equal to the excess, if any, of the total amount of all rents and other charges to be paid by Tenant for the remainder of the Term of this lease over the then reasonable rental value of the Premises for the remainder of the Term of this lease.

(c) If Landlord re-enters the Premises or terminates this lease pursuant to any of the provisions of this lease, Tenant hereby waives all claims for damages which may be caused by such re-entry or termination by Landlord. Tenant shall and does hereby indemnify and hold Landlord harmless from any loss, cost (including court costs and attorneys’ fees), or damages suffered by Landlord by reason of such re-entry or termination to the extent not directly resulting from the negligence or intentional misconduct of Landlord or its employees, agents, contractors or representatives. No such re-entry or termination shall be considered or construed to be a forcible entry.

(d) The exercise by Landlord of any one or more of the rights and remedies provided in this lease shall not prevent the subsequent exercise by Landlord of any one or more of the other rights and remedies herein provided. All remedies provided for in this lease are cumulative and may, at the election of Landlord, be exercised alternatively, successively, or in any other manner and are in addition to any other rights provided for or allowed by law or in equity. Notwithstanding any term or provision herein to the contrary, Landlord shall use commercially reasonable efforts to mitigate any damages or loss suffered by Landlord as a result of an event of default by Tenant hereunder.

(e) If any alleged default on the part of the Landlord hereunder occurs, Tenant shall give written notice to Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such default as set forth below. In addition, Tenant shall send notice of such default by certified or registered mail, postage prepaid, to the holder of any mortgage whose address Tenant has been notified of in writing, and shall afford such mortgage holder a reasonable opportunity to cure any alleged default on Landlord’s behalf, provided in no event shall such cure period granted such mortgage holder exceed the cure period provided to Landlord hereunder. Landlord’s failure to do, observe, keep and perform any of the terms, covenants, conditions, agreements or provisions of this lease required to be done, observed, kept or performed by Landlord, for a period greater than thirty (30) days after written notice of such failure is received by Landlord from Tenant shall be deemed a default by Landlord hereunder, except if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences performance within the thirty (30) day period and thereafter diligently pursues the cure to completion within a maximum

additional time period of sixty (60) days. If such failure cannot reasonably be cured within thirty (30) days, if Landlord is not diligently pursuing such cure within thirty (30) days, to the extent possible under the circumstances, after Tenant’s notice to Landlord, then Tenant shall provide Landlord a second written notice of the failure (the “Second Notice”) and if Landlord fails to commence and complete such cure within thirty (30) days after receipt of such Second Notice (or such additional period as is reasonably necessary), then such failure shall be deemed a default hereunder. In the event of a default, Tenant may, at its option, have any one of the following described remedies: (i) with prior written notice to Landlord, remedy such default or breach and be reimbursed the reasonable costs thereof within thirty (30) days after Landlord’s receipt of a paid invoice and contractor’s lien waivers as applicable, therefor; or (ii) pursue the remedy of specific performance. In no event may Tenant recover any special, consequential, indirect or punitive damages against or from Landlord herein, including, without limitation, any damages for or relating to any lost profit or business income. In the event Landlord does not reimburse Tenant within such 30-day period after receipt by Landlord of such paid invoice and any applicable lien waiver, then Tenant shall have the right to offset any unpaid sums against Base Rental hereunder until Tenant is repaid in full. Furthermore, in no event shall Tenant be entitled to terminate this lease as a result of Landlord’s default.

Section 7.02 Insolvency or Bankruptcy. The appointment of a receiver to take possession of all or substantially all of the assets of Tenant, or any general assignment by Tenant for the benefit of creditors, or any action taken or suffered by Tenant under any insolvency, bankruptcy, or reorganization act, shall, at Landlord’s option, constitute a breach of this lease by Tenant. Upon the happening of any such event or at any time thereafter, this lease shall terminate five (5) days after written notice of termination from Landlord to Tenant. In no event shall this lease be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise and in no event shall this lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency, or reorganization proceedings.

Section 7.03 Late Payments. Tenant shall pay, as a late charge in the event any installment of Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment or any other charge owed by Tenant hereunder is not paid when due, the greater of $100.00 or an amount equal to three percent (3%) of the amount due for each and every thirty (30) day period that said amount remains unpaid (but in no event shall the amount of such late charge exceed an amount based upon the highest legally permissible rate chargeable at any time by Landlord under the circumstances). Tenant shall be allowed one late payment per twelve (12) month period without penalty or interest charged as long as Tenant pays the outstanding balance within five (5) business days of receipt of written notice from Landlord. Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce all accrued and unpaid late charges, in inverse order of their maturity, and then to reduce all other past due amounts, in inverse order of their maturity.

Section 7.04 Attorneys’ Fees. If any rent or other debt owing by Tenant to Landlord hereunder is collected by or through an attorney at law following an event of default by Tenant and the expiration of any applicable notice and cure period, Tenant agrees to reimburse Landlord for the reasonable attorneys’ fees actually incurred by Landlord as a result thereof.

Section 7.05 Waiver of Homestead. Tenant hereby waives and renounces all homestead or related exemption rights which Tenant may have under or by virtue of the Constitutions and Laws of the United States, the State of Georgia, and any other State as against any debt or sum Tenant may owe Landlord under this lease and hereby transfers, conveys, and assigns to Landlord all homestead or related exemption rights which may be allowed or set apart to Tenant, including such as may be set apart in any bankruptcy proceeding, to pay any debt or sum owing by Tenant to Landlord hereunder.

Section 7.06 No Waiver of Rights. No failure or delay of Landlord or Tenant to exercise any right or power given it herein or to insist upon strict compliance by the other of any obligation imposed on it herein and no custom or practice of either party hereto at variance with any term hereof shall constitute a waiver or a modification of the terms hereof by such party or any right it has herein to demand strict compliance with the terms hereof. No waiver by either Landlord or Tenant of any right of either such party or any default by the other on one occasion shall operate as a waiver of any of party’s other rights or of any subsequent default by the other. No express waiver shall affect any condition, covenant, rule, or regulation other than the one specified in such waiver and then only for the time and in the manner specified in such waiver. No person has or shall have any authority to waive any provision of this lease unless such waiver is expressly made in writing and signed by an authorized officer of Landlord and Tenant.

Section 7.07 Holding Over. In the event Tenant desires to holdover after the expiration of the initial Term of this lease and Tenant does not elect to exercise its Extension Term rights, as such Term may be extended (as described in Special Stipulation No. 7 in Exhibit H), Tenant shall have the right, upon not less than eighteen (18) months prior written notice to holdover for a period not to exceed six (6) months (the “Holdover Period”), the length of such Holdover Period to be designated in Tenant’s election notice. During the Holdover Period, Tenant shall pay to Landlord one hundred percent (100%) of the then current rent (including, without limitation, all Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental Adjustment as would have been payable if this lease had not so expired) for the entire Holdover Period but Tenant shall not be liable for any holdover premium or penalty; provided, however, during the Holdover Period, Tenant shall have the right to terminate the Holdover Period prior to the expiration thereof by providing Landlord written notice of such election to terminate at least sixty (60) days prior to the proposed termination date. Should Tenant terminate the Holdover Period early, as set forth herein, Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental Adjustment shall be prorated for any partial month. In the event Tenant fails to timely notify Landlord as set forth above or if Tenant elects to holdover for the Holdover Period but does not vacate the Premises at the end of such Holdover Period, then in any of such events, Tenant shall pay as liquidated damages, solely for such unauthorized holding over, one hundred fifty percent (150%) of the amount of the then-current rent (including, without limitation, all Base Rental, Tenant’s Forecast Additional Rental and Tenant’s Additional Rental Adjustment as would have been payable if this lease had not so expired), and Tenant shall also indemnify Landlord against all claims for damages by any other tenant to whom Landlord shall have leased all or any part of the Premises effective upon the termination of this lease. No holding over by Tenant after the initial Term or any applicable Extension Term of this lease shall be construed to extend this lease other than for the Holdover Period on the foregoing terms.

Section 7.08 Subordination and Non-Disturbance. Tenant agrees that the rights of Tenant under this lease are subject and subordinate to, and upon the request of Landlord made in writing, Tenant will confirm the subordination of this lease to, each ground or land lease now or hereafter covering all or any part of the Land and to each mortgage or deed to secure debt which may now or hereafter encumber the Project and/or the Land, as well as to all renewals, modifications, consolidations, replacements and extensions thereof in a written form reasonably acceptable to the lessor under any such ground or land lease and the holder of any such mortgage or deed to secure debt; provided, however, that the lessor under any such ground or land lease and the holder of any such mortgage or deed to secure debt shall, so long as Tenant shall not be in default under this lease, not disturb Tenant in its possession of the Premises or terminate Tenant’s rights hereunder. Tenant expressly recognizes and agrees that the lessor under any such ground or land lease and the holder of any such mortgage or deed to secure debt or any of their successors or assigns or any other holder of such instrument may sell the Project or the Land in the manner provided for by law or in such instrument; and further, such sale may be made subject to this lease. In the event of the enforcement by the lessor under any such ground or land lease or the grantee under any such mortgage or deed to secure debt of the remedies provided for by law or by such land or ground lease, mortgage or deed to secure debt, Tenant will, upon request of any person or party succeeding to the interest of said lessor or grantee, as a result of such enforcement, automatically become the Tenant of such successor in interest without change in the terms or provisions of this lease; provided, however, that such successor in interest shall (a) not be bound by any payment of rent or additional rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this lease, (b) not be bound by any amendment or modification of this lease made without the written consent of such lessor or grantee or such successor in interest if such lessor, grantee or successor in interest had previously notified Tenant in writing of its interest to the extent such amendment would reduce or shorten any economic obligations of Tenant under the lease or materially impair Landlord’s rights under this lease made without such lessor’s, grantee’s or successor in interest’s (as applicable) prior written consent (or bound by any other amendment or modification of this lease until such time as such lessor, grantee or successor in interest, as applicable, has received a fully executed and otherwise true, correct and complete copy of same), (c) not be liable for any previous act or omission or negligence of the prior landlord, (d) not be subject to any offsets, abatements, counterclaims or defenses the Tenant has against the prior landlord, except for those offsets, abatements, counterclaims or defenses expressly granted to Tenant under Sections 1.01(a), 2.03(c), 2.03(d), 3.01(h), 4.07(d), 6.03(d), 7.01(e) and 7.08 of this lease, Exhibit C-l to this lease, Exhibit C-2 to this lease, Exhibit C-3 to this lease and Special Stipulation No. 1 of Exhibit H to this lease and (e) not be liable for the return of any security deposit except to the extent that security deposit was paid over by the prior landlord. Upon request by such successor in interest, Tenant shall execute and deliver an instrument or instruments confirming the attornment herein provided for in a form reasonably acceptable to such successor in interest. Notwithstanding anything contained in this lease to the contrary, in the event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this lease, Tenant shall not exercise such right unless and until (aa) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to any lessor under any such land or ground lease and any holder(s) of any such mortgage or deed to secure debt who has theretofore

notified Tenant in writing of its interest and the address to which notices are to be sent, and (bb) said lessor and holder(s) fail to cure said default within thirty (30) days from the giving of such notice by Tenant. The provisions of Section 9.01 shall govern the manner and effective date of any notice to be given by Tenant to any such parties.

Landlord shall obtain and deliver to Tenant from any present or future mortgagee, trustee, fee owner, prime lessor or any person having an interest in the Premises superior to this lease (a “Superior Interest”) a written subordination and non-disturbance agreement in recordable form providing that so long as Tenant performs all of the terms, covenants and conditions of this lease and agrees to attorn to the mortgagee, beneficiary of the deed of trust, purchaser at a foreclosure sale, prime lessor or fee owner, Tenant’s rights under this lease shall not be disturbed and this lease shall remain in full force and effect for the Term of this lease, and Tenant shall not be joined by the holder of any mortgage or deed of trust in any action or proceeding to foreclose thereunder. Landlord represents and warrants that, as of the Effective Date, the only Superior Interest to this lease is The Prudential Insurance Company of America (“Prudential”) and the parties hereto agree that the Subordination, Non-disturbance and Attornment Agreement required to be executed by Prudential shall be substantially in the form attached hereto as Exhibit O. If a non-disturbance agreement in accordance with this Section 7.08 is not delivered to Tenant for each Superior Interest existing as of the date of this lease within forty-five (45) days after the execution hereof, then Landlord shall grant Tenant a period of free Base Rental commencing upon the expiration of all other Base Rental abatement periods applicable hereunder. This period of free Base Rental shall consist of one (1) day for each day beyond such forty-five (45) day period that Landlord shall have failed to deliver such non-disturbance agreement to Tenant.

Section 7.09 Estoppel Certificate or Three-Party Agreement. Tenant agrees within twenty (20) days following request by Landlord (a) to execute, acknowledge and deliver to Landlord and any other persons specified by Landlord, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Landlord, certifying, to the extent true, that (i) Tenant is in possession of the Premises and has unconditionally accepted it; (ii) Tenant is currently paying all rent specified in this lease and rent has been paid through a date certain; (iii) the lease is unmodified and in full force and effect (or if there have been modifications, the lease is in full force and effect as modified and stating the modifications by date.); (iv) that, to Tenant’s actual knowledge, the Landlord is not in default under any provision of this lease, or, if in default, the nature thereof; (v) the Tenant has not assigned its interest in the lease or sublet any portion of the Premises (or if Tenant has assigned its interest in the lease or sublet any portion of the Premises, then specifying the party(ies) and relevant date(s) of such assignment or subletting); (vi) the Tenant has received no notice of any prior assignment, sale or pledge of the lease or rents thereunder by Landlord; (vii) the Tenant has no option or right of first refusal to purchase the Building; (viii) there are no other agreements, whether written or oral, between the Landlord and Tenant with respect to the lease; (ix) except as set forth in the lease, Tenant has no right or option to cancel the lease prior to its stated expiration date other than upon a default by the Landlord under the lease or, where so provided in the lease arising from a casualty or condemnation; (x) except as set forth in the lease, Tenant has no expansion rights or rights of first refusal with respect to leasing additional space in the Building except as noted; (xi) upon receipt of written notice from the holder of a mortgage or a deed to secure debt on the property that the Landlord is in default under its loan and requesting the Tenant to pay all rent to

the mortgagee, the Tenant will pay all rent directly to the mortgagee; and (xii) such other matters as may reasonably be requested by Landlord, or Landlord’s mortgagee or prospective purchaser. Tenant’s failure to deliver such certificate or three-party agreement within such twenty (20) day period shall be conclusive upon Tenant as to the matters set forth therein. Such certificate may be relied upon by Landlord, Landlord’s mortgagee or any prospective purchaser of the Building. Landlord agrees within twenty (20) business days following request by Tenant (a) to execute, acknowledge and deliver to Tenant and any other persons specified by Tenant, a certificate or three-party agreement among Landlord, Tenant and/or any third party dealing with Tenant, certifying, to the extent true, that (i) Tenant is currently paying all rent specified in the lease and rent has been paid through a date certain; (ii) the lease is unmodified and in full force and effect (or if there have been modifications the lease is in full force and effect as modified and stating the modifications by date.); (iii) that, to Landlord’s knowledge, Tenant is not in default under any provision of this lease, or, if in default, the nature thereof; (iv) to the best of Landlord’s knowledge, the Tenant has not assigned its interest in the lease or sublet any portion of the Premises; (v) the Landlord has received no notice of any prior assignment, sale or pledge of the lease or rents thereunder; (vi) there are no other agreements, whether written or oral, between the Landlord and Tenant with respect to the lease; and (vii) such other matters as may reasonably be requested by Tenant, or Tenant’s mortgagee or prospective purchaser. Landlord’s failure to deliver such certificate or three-party agreement within such twenty (20) day period shall be conclusive upon Landlord as to the matters set forth therein, but shall not be deemed an event of default by Landlord hereunder. Such certificate may be relied upon by Tenant, Tenant’s mortgagee or any prospective purchaser of all or a portion of Tenant’s assets or ownership interests.

ARTICLE VIII

Section 8.01 Sublease or Assignment by Tenant.

(a) Except for Permitted Transfers (as defined herein), Tenant shall not, without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, (i) assign, convey, mortgage, pledge, encumber, or otherwise transfer (whether voluntarily, by operation of law, or otherwise) this lease or any interest hereunder; (ii) allow any lien to be placed upon Tenant’s interest hereunder; (iii) sublet the Premises or any part thereof; or (iv) permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant. Any attempt to consummate any of the foregoing without Landlord’s consent shall be of no force or effect. For purposes hereof, the transfer of the ownership or voting rights in a controlling interest of the voting stock of Tenant (if Tenant is a corporation) or the transfer of a general partnership interest or a majority of the limited partnership interest in Tenant (if Tenant is a partnership), at any time throughout the Term of this lease, shall not constitute or be deemed to be an assignment of this lease.

(b) Notwithstanding anything herein to the contrary, except for Permitted Transfers, if at any time or from time to time during the Term of this lease Tenant desires to sublet all or any portion of the Premises or assign all or any portion of Tenant’s interest in this lease, Tenant shall notify Landlord in writing (hereinafter referred to in this Section 8.01 as the “Notice”) of the terms of the proposed subletting or assignment, the identity of the proposed sublessee or assignee, the area proposed to be sublet or covered by the assignment (hereinafter

referred to as “Sublet Space”), and such other information as Landlord may reasonably request to evaluate Tenant’s request to sublet or assign. Landlord shall then have the option, acting reasonably and in good faith, to (i) if permitted under subsection (d) below, terminate this lease in the case of a proposed assignment or terminate as to the Sublet Space all as provided in subsection (d) hereof, (ii) allow the proposed sublease or assignment subject only to the final review for approval as provided in subsection (e) hereof, or (iii) reject the proposed sublease or assignment with explanation therefor provided to Tenant. Landlord’s option to sublet, to terminate, or to allow or reject the proposed sublease or assignment subject to final review, as the case may be, shall be exercisable by Landlord in writing within a period of ten (10) business days after receipt of the Notice and any failure by Landlord to exercise any of such options within said ten (10) business day period shall be deemed to constitute the election of option (ii) above.

(d) In the event Tenant proposes an assignment of this lease which is not a Permitted Transfer or proposes to sublease, in a single sublease, or when combined with previous and any contemplated subleases, of 50,000 or more square feet for a sublease term of more than ninety-five percent (95%) of the remaining Term of this lease, then Landlord may elect to terminate this lease as to the Sublet Space on the date set forth in Landlord’s notice to Tenant, which date shall be no less than thirty (30) days and no more than ninety (90) days after the date of such notice. If the Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this lease with respect to the Sublet Space, as to that portion of the Premises which is not part of the Sublet Space, this lease shall remain in full force and effect except that Base Rental, Tenant’s Forecast Additional Rental, and Tenant’s Additional Rental shall be calculated on the difference between the net rentable area prior to such termination and the net rentable area of the Sublet Space. Notwithstanding any term or provision of this lease to the contrary, in the event that Landlord elects to terminate this lease pursuant to Landlord’s options set forth above, Tenant shall have the right to withdraw its request to sublet the Sublet Space, such right to be exercisable by Tenant by delivery of written notice of such withdrawal to Landlord within twenty (20) days of receipt of written notice from Landlord of such election to terminate the lease with respect to the Sublet Space. In the event that Tenant exercises such right to withdraw its request to sublet the Sublet Space, then Landlord’s election to terminate this lease shall be of no force and effect.

(e) If Landlord elects or is deemed to have elected to allow the proposed sublease or assignment subject to final review, Tenant shall submit to Landlord at least ten (10) business days prior to the effective date of such sublease or assignment, a copy of the proposed sublease or assignment, which sublease or assignment must provide for the assumption of all of Tenant’s obligations under this lease, and such additional information concerning the business and reputation of the proposed sublessee or assignee and, in the case of a proposed assignment only, the credit worthiness of such proposed assignee, as shall be sufficient to allow Landlord to form a commercially reasonable judgment with respect thereto. Landlord agrees not to unreasonably withhold its approval of any proposed sublease or assignment and, in the event Landlord fails to approve or disapprove any such sublease or assignment within seven (7) business days after Landlord’s receipt of such submission from Tenant, such sublease or

assignment shall be deemed to be approved. Further, if Landlord approves any proposed sublease or assignment, Landlord shall receive from Tenant as additional rent hereunder fifty percent (50%) of any rents or other sums received by Tenant pursuant to said sublease or assignment in excess of the rentals payable to Landlord by Tenant under this lease with respect to the Sublet Space (after deducting all of Tenant’s reasonable costs associated therewith, including reasonable brokerage fees and the reasonable cost of remodeling or otherwise improving the Premises for said sublessee or assignee), as such rents or other sums are received by Tenant from the approved sublessee or assignee. Landlord may require that any rent or other sums paid by an assignee or in the case of a sublease, be paid directly to Landlord following the occurrence of an event of a monetary default by Tenant hereunder which continues beyond any applicable notice and cure period. If Landlord approves in writing the proposed sublessee or assignee and the terms of the proposed sublease or assignment, but a fully executed counterpart of such sublease or assignment is not delivered to Landlord within sixty (60) calendar days after the date of Landlord’s written approval, then Landlord’s approval of the proposed sublease or assignment shall be deemed null and void and Tenant shall again comply with all the conditions of this Section 8.01 as if the Notice and options hereinabove referred to had not been given, received or exercised. If Landlord fails to approve the form of sublease or assignment or the sublessee or assignee, then Landlord shall, in writing and within such seven (7) business day period following receipt of the Notice, specify in reasonable detail the basis for Landlord’s failure to approve the form of sublease or assignment or the sublessee or assignee, and Tenant shall have the right to submit amended forms or other sublessees or assignees to Landlord to review for approval.

(f) Notwithstanding the giving by Landlord of its consent to any sublease or assignment with respect to the Premises, no sublessee or assignee (other than an Affiliate or Permitted Transferee) may exercise any expansion option, right of first refusal option, or renewal option under this lease except in accordance with a separate written agreement entered into directly between such sublessee or assignee and Landlord.

(g) Notwithstanding the giving by Landlord of its consent to any subletting, assignment or occupancy as provided hereunder or any language contained in such lease, sublease or assignment to the contrary, (i) unless this lease is expressly terminated by Landlord, Tenant shall not be relieved of any of Tenant’s obligations or covenants under this lease and Tenant shall remain fully liable hereunder, and (ii) no such sublease or assignment shall be effective if it shall violate any provision of the Employee Retirement Income Security Act of 1974 (ERISA). Further, any sublease or other agreement for the use, occupancy or utilization of the Premises shall not provide for any rental or other payment based in whole or in part on the income or profits derived by such subtenant or other party from the Premises other than upon an amount based on a fixed percentage or percentages of receipts or sales. Any such purported sublease or other agreement for occupancy of the Premises which violates this covenant shall be void and ineffective.

(h) If, with the consent of Landlord, the Premises or any part thereof is sublet or occupied by other than Tenant or this lease is assigned, Landlord may, after default by Tenant, collect rent from the subtenant, assignee or occupant, and apply the net amount collected to the Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment, and

any other sums herein reserved. No such subletting, assignment, occupancy, or collection shall be deemed (i) a waiver of any of Tenant’s covenants contained in this lease, (ii) a release of Tenant from further performance by Tenant of its covenants under this lease, or (iii) a waiver of any of Landlord’s other rights hereunder.

(i) Notwithstanding any provision to the contrary, Tenant may assign this lease or sublet, license or otherwise transfer an interest in all or part of the Premises without Landlord’s consent to one of the following entities in connection with one of the following transactions (“Permitted Transfers”): (i) to an Affiliate of Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with Tenant; or (iii) in connection with the sale of all or substantially all of the assets of Tenant in the metropolitan Atlanta, Georgia area, so long as Tenant provides evidence to Landlord in writing that such assignment or sublease complies with the criteria set forth in (i), (ii) or (iii) above and provided the following conditions are met: (1) if Tenant ceases to remain in existence as a separate legal entity immediately following the transfer, then in that event only, then either (x) the investment grade credit rating of the transferee shall be acceptable to Landlord in Landlord’s sole discretion or (y) the transferee shall have had an EBITDA (as calculated strictly in accordance with generally accepted accounting principles consistently applied) of at least One Hundred Million Dollars ($100,000,000.00) for each of the two (2) periods of trailing twelve (12) months for which the transferee has published financial statements, (2) if Tenant remains in existence as a separate legal entity immediately following the transfer, it shall not be released from liability under this lease, (3) the transferee shall assume in a writing delivered to Landlord all of Tenant’s obligations under the lease arising from and after the consummation of the transfer, provided in the case of a subletting, such assumption of Tenant’s obligations under this lease by such sublessee shall be limited to those obligations of Tenant with respect to the premises being subleased, (4) Tenant shall give written notice to Landlord of the proposed transfer at least fifteen (15) days in advance of the consummation thereof, and (5) Guarantor (defined below) reaffirms its obligations under the Guaranty (defined below) executed in connection with this lease with respect to such Permitted Transfer, to the extent such obligations have not expired or otherwise been fulfilled in accordance with the terms of the Guaranty. If Tenant remains in existence following such Permitted Transfer, no such assignment, sublease or other transfer shall release Tenant from any covenant, liability or obligation under this lease.

For the purposes of this lease “Affiliate” shall mean a person or entity directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with the tenant in question. The term “control,” as used in the immediately preceding sentence, means, with respect to an entity that is a corporation, the right to the exercise, directly or indirectly, of more than fifty percent (50%) of the voting rights attributable to the shares of the controlled corporation and, with respect to an entity that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity. In determining whether a person or entity is an Affiliate of an individual, the aggregate voting rights or interests in other entities which are held by members of such individual’s immediate family members or by trusts for the benefit of such individual’s immediate family members shall be attributed to such individual. Tenant must provide Landlord written evidence in a form reasonably acceptable to Landlord of any “Affiliate” relationship between Tenant and a proposed transferee, which may include, if applicable, appropriate filings with the Securities and Exchange Commission which establishes such affiliation.

For purposes of this lease “Permitted Transferee” shall mean a person or entity to whom Tenant assigns this lease or sublets, licenses or otherwise transfers an interest in all or part of the Premises (i) pursuant to a Permitted Transfer, or (ii) with the prior written consent of Landlord.

For purposes of this lease, the “Tenant Parties” shall mean one or more of Tenant, its Affiliates and Permitted Transferees.

(j) In the event Tenant requests that Landlord consider a sublease or assignment hereunder (other than to an Affiliate), Tenant shall pay to Landlord (i) Landlord’s reasonable attorneys’ fees incurred in connection with the consideration of such request and (ii) all other reasonable fees and costs incurred by Landlord in connection with the consideration of Tenant’s request for each transfer; provided, however, in no event shall the aggregate amount payable by Tenant with respect to such items (i) and (ii) exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00).

Section 8.02 Assignment by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder, in the Project, the Land and all other property referred to herein, and in such event and upon such transfer (any such transferee to have the benefit of, and be subject to, the provisions of Sections 8.03 and 8.04 hereof) no further liability or obligation shall thereafter accrue against Landlord hereunder with respect to matters arising from and after the date of such transfer.

Section 8.03 Peaceful Enjoyment. Landlord covenants that Tenant shall and may peacefully have, hold and enjoy the Premises, subject to the other terms hereof, provided that Tenant pays the rental and other sums herein recited to be paid by Tenant and performs all of Tenant’s covenants and agreements herein contained. It is understood and agreed that this covenant and any and all other covenants of Landlord contained in this lease shall be binding upon Landlord and its successors only with respect to breaches occurring during the ownership of the Landlord’s interest hereunder.

Section 8.04 Limitation of Landlord’s Personal Liability. TENANT SPECIFICALLY AGREES TO LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROJECT AND THE RENT AND OTHER INCOME DERIVED THEREFROM FOR THE RECOVERY OF ANY MONETARY JUDGMENT AGAINST LANDLORD, IT BEING AGREED THAT LANDLORD (AND ITS MEMBERS, PARTNERS AND SHAREHOLDERS) SHALL NEVER BE PERSONALLY LIABLE FOR ANY SUCH JUDGMENT. THE PROVISION CONTAINED IN THE FOREGOING SENTENCE IS NOT INTENDED TO, AND SHALL NOT, LIMIT ANY RIGHT THAT TENANT MIGHT OTHERWISE HAVE TO OBTAIN INJUNCTIVE RELIEF AGAINST LANDLORD OR LANDLORD’S SUCCESSORS IN INTEREST OR ANY SUIT OR ACTION IN CONNECTION WITH ENFORCEMENT OR COLLECTION OF AMOUNTS WHICH MAY BECOME OWING OR PAYABLE UNDER OR ON ACCOUNT OF INSURANCE MAINTAINED BY LANDLORD.

Section 8.05 Force Majeure. Landlord and Tenant (except with respect to the payment of Base Rental, Tenant’s Forecast Additional Rental, Tenant’s Additional Rental Adjustment, or any other monetary obligation under this lease, including any obligations arising pursuant to Exhibit D, Exhibit D-l and Exhibit D-2 hereto) shall be excused for the period of any delay and shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this lease when prevented from so doing by a cause or causes beyond the Landlord’s or Tenant’s (as the case may be) reasonable control, which shall include, without limitation, all labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain any material or services, acts of God, or any other cause not within the reasonable control of Landlord or Tenant (as the case may be).

ARTICLE IX

Section 9.01 Notices. Any notice or other communications required or permitted to be given under this lease must be in writing and shall be effectively given or delivered if hand delivered to the addresses for Landlord and Tenant stated below or if sent by certified or registered United States Mail, return receipt requested, or by reputable overnight carrier to said addresses. Any notice mailed shall be deemed to have been given upon receipt or refusal thereof. Notice effected by hand delivery or overnight carrier shall be deemed to have been given at the time of actual delivery. Either party shall have the right to change its address to which notices shall thereafter be sent and the party to whose attention such notice shall be directed by giving the other party notice thereof in accordance with the provisions of this Section 9.01. Additionally, Tenant agrees to send copies of all notices required or permitted to be given to each lessor under any ground or land lease covering all or part of the Land and each holder of a mortgage or deed to secure debt encumbering the Project and/or the Land that notifies Tenant in writing of its interest and the address to which notices are to be sent.


If to TENANT:		Prior to Phase I Commencement Date:

		▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Road, Building A
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: Vice President of Finance

		Following Phase I Commencement Date:

		▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: Vice President of Finance

With a copy to:		▇▇▇ Enterprises, Inc.
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: Director of Real Estate


And a copy to:		Dow ▇▇▇▇▇▇ PLLC
		Six Concourse Parkway, Suite 1800
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

If to LANDLORD:		Perimeter Summit Parcel 3 Limited Partnership
		c/o: Fifth Street Management Company, LLC
		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: Property Manager

With a copy to:		▇▇▇▇▇▇ & Hall, P.C.
		▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

And a copy to:		Seven Oaks Company
		Riverwood 100
		▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇
		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

And a copy to:		Perimeter Summit Parcel 3 Limited Partnership
		c/o GE Asset Management
		▇▇▇▇ ▇▇▇▇▇▇ ▇▇.
		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Attn: ▇▇▇▇▇▇ ▇▇▇▇, Asset Manager, Eastern Division

Section 9.02 Miscellaneous.

(a) This lease shall be binding upon and inure to the benefit of the successors and assigns of Landlord, and shall be binding upon and inure to the benefit of Tenant, its successors, and, to the extent assignment may be approved (or deemed approved) by Landlord hereunder, Tenant’s assigns. Where appropriate the pronouns of any gender shall include the other gender, and either the singular or the plural shall include the other.

(b) All rights and remedies of Landlord and Tenant under this lease shall be cumulative and none shall exclude any other rights or remedies allowed by law. This lease is declared to be a Georgia contract, and all of the terms hereof shall be construed according to the laws of the State of Georgia.

(c) This lease may not be altered, changed or amended, except by an instrument in writing executed by all parties hereto. Further, the terms and provisions of this lease shall not be construed against or in favor of a party hereto merely because such party is the “Landlord” or the “Tenant” hereunder or such party or its counsel is the draftsman of this lease.

(d) If Tenant is a corporation, partnership or other entity, Tenant warrants that all consents or approvals required of third parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this lease have been obtained and that Tenant has the right and authority to enter into and perform its covenants contained in this lease. Likewise, if Landlord is a corporation, partnership or other entity, Landlord warrants that all consent or approvals required of third parties (including but not limited to its Board of Directors or partners) for the execution, delivery and performance of this lease have been obtained and that Landlord has the right and authority to enter into and perform its covenants contained in this lease.

(e) Wherever in this lease there is imposed upon Landlord or Tenant (as the case may be) the obligation to use best or reasonable efforts or due diligence, such party shall be required to do so only to the extent the same is economically feasible and otherwise will not impose upon such party extreme financial or other burdens.

(f) If any term or provision of this lease, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this lease shall be valid and shall be enforceable to the extent permitted by law.

(g) Time is of the essence in this lease agreement.

(h) This lease agreement shall not convey any leasehold estate from Landlord to Tenant. Landlord and Tenant hereby agree that this lease creates only the interest of a usufruct in Tenant which may not be levied upon or assigned without Landlord’s permission.

(i) Landlord and Tenant warrant and represent to the other that it has not dealt with any real estate broker and/or salesman (other than ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ of CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., which represented Landlord, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ of CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., which represented Tenant and all of whom Landlord agrees to compensate pursuant to separate written agreements) in connection with the negotiation or execution of this lease and no such broker or salesman (other than ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ of CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., which represented Landlord, and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ of CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., which represented Tenant) has been involved in connection with this lease, and each party agrees to defend, indemnify and hold harmless the other party from and against any and all costs, expenses, attorneys’ fees or liability for any compensation, commission and charges claimed by any real estate broker and/or salesman (other than the aforesaid brokers) due to acts of such party or such party’s representatives.

(j) If there is more than one Tenant, then the obligations hereunder imposed upon Tenant shall be joint and several.

(k) Except as expressly set forth herein to the contrary, the obligation of Tenant to pay rent and other monetary obligations provided to be paid by Tenant under this lease

and the obligation of Tenant to perform Tenant’s other covenants and duties under this lease constitute independent, unconditional obligations of Tenant to be performed at all times provided for under this lease, save and except only when an abatement thereof or reduction therein is expressly provided for in this lease and not otherwise, and Tenant acknowledges and agrees that, except as expressly set forth herein to the contrary, in no event shall such obligations, covenants and duties of Tenant under this lease be dependent upon the condition of the Premises or the Project, or the performance by Landlord of its obligations hereunder.

(1) Neither Landlord nor Tenant shall record this lease, but a short-form memorandum hereof may be recorded at the request of Landlord or Tenant. Upon the expiration or earlier termination of this lease, the parties agree to execute and deliver a termination of said short form memorandum of lease, and in the event Tenant fails to execute and deliver the same to Landlord within ten (10) days after written notice from Landlord, Tenant hereby designates Landlord as its attorney-in-fact solely for the purpose of execution of such termination agreement.

(m) Landlord and Tenant agree, on behalf of the other and the other’s employees, agents, contractors, consultants, partners, affiliates, assignees and subtenants, not to disclose the terms of this lease or the results of any audit of the other’s books and records under this lease to any third party except (i) legal counsel to the other, (ii) any assignee of Tenant’s interest in this lease, any subtenant of Tenant relative to the Premises (or any portion thereof) and/or any Tenant Parties, (iii) as required by applicable law or by subpoena or other similar legal process, or (iv) for financial reporting purposes.

(n) The Special Stipulations attached hereto as Exhibit H shall be deemed a part of this lease as if specifically set forth herein, and are hereby incorporated herein by this reference.

(o) The form of guaranty (the “Guaranty”) to be executed by ▇▇▇ Enterprises, Inc., a Delaware corporation (“Guarantor”), is attached hereto as Exhibit L and incorporated herein by this reference. This lease shall be expressly conditioned upon Guarantor executing the Guaranty in the form attached.

(p) This lease shall not be valid and binding on Landlord and Tenant unless and until it has been completely executed by and delivered to both parties.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed and sealed this lease as of the date aforesaid.


TENANT ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a Delaware corporation

By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:		Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

[SIGNATURES CONTINUED FROM PREVIOUS PAGE]


LANDLORD: PERIMETER SUMMIT PARCEL 3 LIMITED PARTNERSHIP, a Georgia limited partnership

By:	3003 Perimeter Summit Realty Corp., a Delaware corporation, general partner of Perimeter Summit Parcel 3 Limited Partnership

	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title:	Vice President

EXHIBIT A

DESCRIPTION OF LAND

All that tract or parcel of land lying and being in Land ▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇^▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, said tract or parcel being more particularly described as follows:

To find the Point of Beginning commence at a 1/2” iron pin set at the intersection of the Northwesterly right-of-way of Parkside Place (r/w varies) and the Southeasterly right-of-way line of Lake ▇▇▇▇▇ Drive (r/w varies) according to final of Lake ▇▇▇▇▇ Drive Widening, as recorded in Plat Book 101 Page 88 and 89, DeKalb County Records.

THENCE the following courses and distances along the Southeasterly right-of-way line of Lake ▇▇▇▇▇ Drive. South 66 degrees 41 minutes 26 seconds West for a distance of 218.33 feet to a 1/2” iron pin set, (Lake ▇▇▇▇▇ Drive 100 ft. r/w at this point).

THENCE along a curve to the left having a radius of 600.35 feet and an arc length of 24.52 feet, being subtended by a chord of South 49 degrees 16 minutes 40 seconds West for a distance of 24.52 feet to a 1/2” iron pin set.

THENCE South 48 degrees 06 minutes 28 seconds West for a distance of 760.32 feet to a 1/2” iron pin set.

THENCE along a curve to the left having a radius a 2096.71 feet and an arc length of 25.09 feet, being subtended by a chord of South 47 degrees 49 minutes 22 seconds West for a distance of 25.09 feet to a 1/2” iron pin set, said iron pin set being the Point of Beginning.

THENCE South 45 degrees 06 minutes 24 seconds East for a distance of 430.25 feet leaving the Southeasterly right-of-way line of Lake ▇▇▇▇▇ Drive to a 1/2” iron pin set on the Northwesterly line of Perimeter Summit Boulevard (private road).

THENCE South 44 degrees 53 minutes 36 seconds West for a distance of 305.00 feet along the Northwesterly line of Perimeter Summit Boulevard to a 1/2” iron pin set.

THENCE North 45 degrees 06 minutes 24 seconds West for a distance of 421.55 feet leaving the Northwesterly line of Perimeter Summit Boulevard to a 1/2” iron pin set on the Southeasterly right-of-way line of Lake ▇▇▇▇▇ Drive (100 ft. r/w at this point).

THENCE the following courses and distance along the southeasterly right-of-way of Lake ▇▇▇▇▇ Drive. North 39 degrees 34 minutes 30 seconds East for a distance of 18.22 feet to a 1/2” iron pin set.

THENCE along a curve to the right having a radius of 2096.71 feet and an arc length of 287.17 feet, being subtended by a chord of North 43 degrees 29 minutes 38 seconds East for a distance of 286.94 feet to a 1/2” iron pin set, said 1/2” iron pin set being the Point of Beginning.

Said tract or parcel contains 3.008 acres or 131,019 square feet.

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LEGAL DESCRIPTION OF PERIMETER SUMMIT

PERIMETER SUMMIT—ENTIRE TRACT 83.108 ACRES

ALL THAT TRACT OR PARCEL of land lying and being in Land ▇▇▇▇ ▇▇▇ & ▇▇▇, ▇▇^▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, as shown on that survey of Perimeter Summit by ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Engineers, Inc., ▇.▇. ▇▇▇▇▇▇▇▇▇, Georgia Registered Land Surveyor No. 2121, dated March 31, 1993, recorded at Plat Book 95, Pages 103 and 104, DeKalb County, Georgia Superior Court Records, said plat being incorporated herein by reference, and being more completely described as follows:

To find the TRUE POINT OF BEGINNING, begin at an iron pin placed at the intersection of the southwestern right-of-way of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road (100 foot right-of-way) and the southern right-of-way of Lake ▇▇▇▇▇ Drive (where the southern right-of-way of Lake ▇▇▇▇▇ Drive flares into ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road); thence north 79 degrees 45 minutes 23 seconds west 17.67 feet along the southern right-of-way of said flare to a point; thence in a westerly and northwesterly direction along the southern right-of-way of Lake ▇▇▇▇▇ Drive (50 foot right-of-way at this point) along an arc of a curve to the right an arc distance of 146.15 feet (said arc being subtended by a chord having a bearing of north 83 degrees 40 minutes 50 seconds west, a length of 137.97 feet and a radius of 125.000 feet) to a point; thence north 50 degrees 11 minutes 08 seconds west along the southwestern right-of-way of Lake ▇▇▇▇▇ Drive 128.23 feet to an iron pin placed; thence in a northwesterly direction along the southwestern right-of-way of Lake ▇▇▇▇▇ Drive along an arc of a curve to the left an arc distance of 189.80 feet (said arc being subtended by a chord having a bearing of north 60 degrees 06 minutes 31 seconds west, a length of 188.85 feet and a radius of 547.958 feet) to an iron pin placed; thence north 70 degrees 00 minutes 12 seconds west along the southwestern right-of-way of Lake ▇▇▇▇▇ Drive 134.06 feet to a concrete monument found; thence north 74 degrees 16 minutes 41 seconds west along the southwestern right-of-way of Lake ▇▇▇▇▇ Drive 66.67 feet to a concrete monument found; thence south 82 degrees 09 minutes 58 seconds west along the southern right-of-way of Lake ▇▇▇▇▇ Drive 39.93 feet to a point and the TRUE POINT OF BEGINNING; from said TRUE POINT OF BEGINNING and leaving said right-of-way, thence south 07 degrees 31 minutes 52 seconds east along property now or formerly owned by Hartford Real Estate Company 1270.40 feet to a point; thence south 58 degrees 26 minutes 14 seconds east along the northeastern right-of-way of a proposed connector road where said connector road flares into proposed Spring Mill Parkway 64.24 feet to a point on the northern right-of-way of said proposed Spring Mill Parkway; thence in an easterly direction along the northern right-of-way of the proposed said Spring Mill Parkway along an arc of a curve to the right an arc distance of 177.92 feet (said arc being subtended by a chord having a bearing of north 84 degrees 30 minutes 53 seconds east, a length of 176.87 feet and a radius of 470.05 feet) to a point; thence south 84 degrees 38 minutes 28 seconds east along the northern right-of-way of said proposed Spring Mill Parkway 229.37 feet to a point; thence in an easterly and northeasterly direction along the northwestern right-of-way of said proposed Spring Mill Parkway along an arc of a curve to the left an arc distance of 250.79 feet (said arc being subtended by a chord having a bearing of north

A-1-1

75 degrees 56 minutes 34 seconds east, a length of 246.02 feet and a radius of 370.04 feet) to a point; thence north 56 degrees 31 minutes 36 seconds east along the northwestern right-of-way of said proposed Spring Mill Parkway 286.69 feet to a point located on the southwestern right-of-way of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road (100 foot right-of-way at this point); thence south 29 degrees 02 minutes 22 seconds east along said southwestern right-of-way of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road 63.63 feet to an iron pin placed; thence north 00 degrees 36 minutes 38 seconds east along the western right-of-way of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road 40.43 feet to a point; thence south 29 degrees 02 minutes 22 seconds east along the southwestern right-of-way of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Road 81.96 feet to a point; leaving said right-of-way, thence south 56 degrees 31 minutes 36 seconds west 48.95 feet to a point; thence south 00 degrees 36 minutes 38 seconds west 325.83 feet to an iron pin found; thence north 89 degrees 38 minutes 45 seconds west a distance of 759.48 feet to an iron pin found on the eastern land lot line of Land Lot 329, the same being the western land lot line of Land Lot 330; thence south 08 degrees 32 minutes 00 seconds east along said land lot line 684.26 feet to an iron pin found at the southeastern corner of Land Lot 329, the same being the common corner of Land Lots 329, 328, 330 & 327; thence north 87 degrees 41 minutes 35 seconds west along the southern land lot line of Land Lot 329, the same being the northern land lot line of Land Lot 328, 1008.96 feet to an iron pin found; thence south 89 degrees 34 minutes 15 seconds west along said land lot line 936.00 feet, more or less, to a point located at the intersection of said land lot line and the centerline of a creek (the centerline of said creek being the property line), said point being hereinafter referred to as Point “A”; thence in a generally northwesterly direction along the centerline of said creek, and following the meanderings thereof, a distance of 1206.73 feet, more or less, to a point located at the intersection of the centerline of said creek and the southern right-of-way of Lake ▇▇▇▇▇ Drive (sixty foot right-of-way), said point being hereinafter referred to as Point “B” (Point “B” can also be located by commencing at Point “A” and running the following thirteen courses and distances: north 43 degrees 59 minutes 40 seconds west 77.52 feet to a point; north 68 degrees 20 minutes 16 seconds west 19.14 feet to a point; north 82 degrees 00 minutes 32 seconds west 27.01 feet to a point; north 76 degrees 53 minutes 15 seconds west 142.58 feet to a point; north 85 degrees 48 minutes 59 seconds west 35.30 feet to a point; north 59 degrees 58 minutes 33 seconds west 335.22 feet to a point; north 41 degrees 05 minutes 18 seconds west 145.73 feet to a point; north 74 degrees 09 minutes 17 seconds west 153.74 feet to a point; north 52 degrees 17 minutes 31 seconds west 124.23 feet to a point; north 38 degrees 13 minutes 01 seconds west 61.32 feet to a point; north 06 degrees 42 minutes 25 seconds west 36.94 feet to a point; north 06 degrees 20 minutes 21 seconds east 30.65 feet to a point; and north 06 degrees 20 minutes 21 seconds east 17.35 feet to Point “B”); thence north 87 degrees 58 minutes 04 seconds east along the southern right-of-way of Lake ▇▇▇▇▇ Drive 17.20 feet, more or less, to an iron pin found; continuing thence north 87 degrees 58 minutes 04 seconds east, along the southern right-of-way of said Lake ▇▇▇▇▇ Drive 419.92 feet to an iron pin placed; thence in a northeasterly direction along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive along an arc of a curve to the left an arc distance of 200.09 feet (said arc being subtended by a chord having a bearing of north 70 degrees 19 minutes 37 seconds east, a length of 196.95 feet and a radius of 324.938 feet) to an iron pin placed; thence north 52 degrees 41 minutes 09 seconds east along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive 285.36 feet to an iron pin placed; thence in a northeasterly direction along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive along an arc of a curve to the left an arc distance of 152.53 feet (said arc being subtended by a chord having a bearing of north 46 degrees 07 minutes 50 seconds east, a length of 152.20 feet and a

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radius of 666.595 feet) to an iron pin placed; thence north 39 degrees 34 minutes 30 seconds east along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive 371.42 feet to an iron pin placed; thence in a northeasterly direction along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive along an arc of a curve to the right an arc distance of 289.04 feet (said arc being subtended by a chord having a bearing of north 43 degrees 29 minutes 13 seconds east, a length of 288.81 feet and a radius of 2116.716 feet) to a point; thence in a northeasterly direction along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive along an arc of a curve to the right an arc distance of 26.19 feet (said arc being subtended by a chord having a bearing of north 47 degrees 45 minutes 12 seconds east, a length of 26.19 feet and a radius of 2116.716 feet) to an iron pin placed; thence north 48 degrees 06 minutes 28 seconds east along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive 274.27 feet to a point; continuing thence north 48 degrees 06 minutes 26 seconds east along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive 401.66 feet to an iron pin found; thence north 48 degrees 07 minutes 51 seconds east along the southeastern right-of-way of said Lake ▇▇▇▇▇ Drive 47.99 feet to a nail found; thence north 66 degrees 41 minutes 26 seconds east along the southeastern right-of-way of Lake ▇▇▇▇▇ Drive (variable right-of-way) 399.83 feet to a concrete monument found; thence north 82 degrees 09 minutes 58 seconds east along the southern right-of-way of said Lake ▇▇▇▇▇ Drive 94.40 feet to the TRUE POINT OF BEGINNING, containing 83.108 acres, more or less.

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▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇

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B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11

B-12

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EXHIBIT B-1

FLOOR PLANS OF CAFÉ PREMISES AND RETAIL PREMISES

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EXHIBIT B-2

FLOOR PLANS OF GARAGE STORAGE SPACE

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EXHIBIT B-3

LOCATION OF “SMOKING AREA(S)”

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▇▇▇▇▇▇▇ ▇-▇

LOCATIONS OF RESERVED PARKING SPACES AND

SPECIAL PARKING AREAS

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EXHIBIT C

WORK LETTER

I. As-Is Condition:

Landlord shall deliver and Tenant shall accept the Phase I Premises in its “as-is” condition as of the Phase I Turnover Date, vacuumed and free of debris. Landlord shall deliver and Tenant shall accept the Phase II Premises in its “as-is” condition as of the Phase II Turnover Date, vacuumed and free of debris. Landlord shall deliver and Tenant shall accept the Phase III Premises in its “as-is” condition as of the Phase III Turnover Date, vacuumed and free of debris. Notwithstanding the foregoing, on or prior to Landlord’s delivery of possession of the Premises to Tenant, Landlord will replace all blinds in the Premises that are materially damaged in Landlord’s reasonable opinion on the applicable floor(s) in the Premises, at Landlord’s expense.

II. Tenant Improvement Allowances:

Landlord agrees to provide to Tenant the allowances as more particularly set forth on Exhibit C-1, Exhibit C-2 and Exhibit C-3 attached hereto (collectively, the “Tenant Improvement Allowances”).

III. Provisions Regarding Construction:

Exhibit D, Exhibit D-l and Exhibit D-2 of this lease shall govern the construction of the Phase I Leasehold Improvements, the Phase II Leasehold Improvements and the Phase III Leasehold Improvements, respectively. No later than thirty (30) days following the Effective Date of this lease, Landlord, at Landlord’s sole cost and expense, shall provide Tenant with a complete set (both hard copy and by computer disk) of base building and electrical drawings for Tenant to complete construction drawings of the Premises.

IV. Usable Area:

“Usable Area” shall mean the gross usable area of the Premises as measured in accordance with BOMA Standards.

V. Building Standard:

For purposes of this lease, “Building Standard” shall mean the quantity and quality of materials, finishes, and workmanship from time to time specified as such by Landlord for the Building and uniformly applied generally to leased premises throughout the Perimeter Summit Office Park.

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EXHIBIT C-1

PHASE I TENANT IMPROVEMENT ALLOWANCE

Landlord agrees to provide to Tenant an allowance with respect to the Phase I Premises equal to $45.00 per square foot of net rentable area based on the number of square feet in the Phase I Premises (the “Phase I Tenant Improvement Allowance”). The Phase I Tenant Improvement Allowance may be applied by Tenant to the cost of (a) (i) all space planning, (ii) Phase I Tenant Construction Documents (as defined in Exhibit D), (iii) contractor costs, (iv) construction management fees for Tenant’s selected construction manager, and (v) Tenant Work (collectively, the “Phase I Construction Costs”), (b) telecommunications/data costs, (c) furniture expenses and (d) relocation and moving expenses ((b), (c) and (d) being known as the “Phase I Soft Costs”). Any unused portion of the Phase I Tenant Improvement Allowance up to $15.00 per square foot of net rentable area of the Phase I Premises (the “Phase I Soft Costs Improvement Cap”) may be (i) applied as a credit to the first installment(s) of Base Rental coming due for the Phase I Premises under this lease or (ii) at Tenant’s sole discretion, for any purposes related to Tenant’s occupancy of the Premises. If Tenant has not fully utilized the Phase I Tenant Improvement Allowance as set forth herein within twelve (12) months after the Phase I Rent Commencement Date, any remaining balance of the Phase I Tenant Improvement Allowance (up to the Phase I Soft Costs Improvement Cap and after deducting any portion of the Phase I Tenant Improvement Allowance utilized for the Phase I Soft Costs) will be credited to the next Base Rental due hereunder, and any additional amounts not otherwise applied as hereinabove described shall be added to the Phase II Tenant Improvement Allowance.

Tenant shall manage the construction of the Premises and there shall be no construction management fee paid to Landlord.

Prior to commencement of construction of Tenant’s improvements to the Phase I Premises, Tenant shall furnish Landlord with an estimate of Tenant’s total Phase I Construction Costs. Landlord shall pay Tenant the Phase I Tenant Improvement Allowance based on submission of an invoice by Tenant to Landlord no later than the 15^th day of each month. Each invoice shall list Phase I Construction Costs which Tenant has previously paid along with copies of each paid invoice, copies of each check given in payment of such invoices, and lien waivers from each entity (interim lien waivers are permitted for interim draws and final lien waivers are required for final draw) and Landlord shall pay ninety percent (90%) of each invoice. Landlord will pay Tenant ninety percent (90%) of each received invoice by the 20^th day of the following month for each Tenant invoice submitted until Landlord shall have paid to Tenant ninety percent (90%) of the full amount of the Phase I Tenant Improvement Allowance. The final ten percent (10%) of the Phase I Tenant Improvement Allowance shall be paid upon the last to occur of the following: (a) substantial completion of the improvements to the Phase I Premises as contemplated by the Phase I Construction Documents and issuance of a temporary or permanent Certificate of Occupancy with respect thereto, or (b) submission of paid invoices and final lien waivers evidencing payment in full by Tenant of all Phase I Construction Costs. Tenant shall be responsible for payment of all Phase I Construction Costs exceeding the Phase I Tenant Improvement Allowance. Alternatively to payment of the Phase I Tenant Improvement Allowance to Tenant as aforesaid, upon Tenant’s written request and express direction, Landlord shall pay such invoiced amounts directly to the appropriate vendors (up to but not in excess of five (5) such vendors per month).

C-1-1

In the event that Landlord shall fail to remit to Tenant (or Tenant’s vendors, as directed by Tenant pursuant to the terms of this Exhibit C-1) the Phase I Tenant Improvement Allowance as hereinabove described, and in the further event that such failure shall continue for fifteen (15) days following Tenant’s delivery of written notice to Landlord (in addition to Tenant’s delivery of invoices and other documentation as required above), then, in addition to, and without limitation of, any other rights and remedies that Tenant may have under this lease, Tenant shall have the right to offset the cost of any Phase I Construction Costs and other permissible expenses incurred by Tenant pursuant to the terms of this Exhibit C-1 against its next due installments of Base Rental for the Phase I Premises until Tenant shall have been fully reimbursed therefor.

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▇▇▇▇▇▇▇ ▇-▇

▇▇▇▇▇ ▇▇ TENANT IMPROVEMENT ALLOWANCE

Landlord agrees to provide to Tenant an allowance with respect to the Phase II Premises equal to $45.00 per square foot of net rentable area based on the number of square feet in the Phase II Premises (the “Phase II Tenant Improvement Allowance”). The Phase II Tenant Improvement Allowance may be applied by Tenant to the cost of (a) (i) all space planning, (ii) Phase II Tenant Construction Documents (as defined in Exhibit D-l), (iii) contractor costs, (iv) construction management fees for Tenant’s selected construction manager, (v) Tenant Work, and (vi) Phase I Construction Costs (collectively, the “Phase II Construction Costs”), (b) telecommunications/data costs, (c) furniture expenses and (d) relocation and moving expenses ((b), (c) and (d) being known as the “Phase II Soft Costs”). Any unused portion of the Phase II Tenant Improvement Allowance up to $15.00 per square foot of net rentable area of the Phase II Premises (the “Phase II Soft Costs Improvement Cap”) may be (i) applied as a credit to the first installment(s) of Base Rental coming due for the Phase II Premises under this lease or (ii) at Tenant’s sole discretion, for any purposes related to Tenant’s occupancy of the Premises. If Tenant has not fully utilized the Phase II Tenant Improvement Allowance as set forth herein within twelve (12) months after the Phase II Rent Commencement Date, any remaining balance of the Phase II Tenant Improvement Allowance (up to the Phase II Soft Costs Improvement Cap and after deducting any portion of the Phase II Tenant Improvement Allowance utilized for the Phase II Soft Costs) will be credited to the next Base Rental due hereunder, and any additional amounts not otherwise applied as hereinabove described shall be added to the Phase III Tenant Improvement Allowance.

Tenant shall manage the construction of the Premises and there shall be no construction management fee paid to Landlord.

Prior to commencement of construction of Tenant’s improvements to the Phase II Premises, Tenant shall furnish Landlord with an estimate of Tenant’s total Phase II Construction Costs. Landlord shall pay Tenant the Phase II Tenant Improvement Allowance based on submission of an invoice by Tenant to Landlord no later than the 15th day of each month. Each invoice shall list Phase II Construction Costs which Tenant has previously paid along with copies of each paid invoice, copies of each check given in payment of such invoices, and lien waivers from each entity (interim lien waivers are permitted for interim draws and final lien waivers are required for final draw) and Landlord shall pay ninety percent (90%) of each such invoice. Landlord will pay Tenant ninety percent (90%) of each received invoice by the 20th day of the following month for each Tenant invoice submitted until Landlord shall have paid to Tenant ninety percent (90%) of the full amount of the Phase II Tenant Improvement Allowance. The final ten percent (10%) of the Phase II Tenant Improvement Allowance shall be paid upon the last to occur of the following: (a) substantial completion of the improvements to the Phase II Premises as contemplated by the Phase II Construction Documents and issuance of a temporary or permanent Certificate of Occupancy with respect thereto, or (b) submission of paid invoices and final lien waivers evidencing payment in full by Tenant of all Phase II Construction Costs. Tenant shall be responsible for payment of all Phase II Construction Costs exceeding the Phase II Tenant Improvement Allowance. Alternatively to payment of the Phase II Tenant

C-2-1

Improvement Allowance to Tenant as aforesaid, upon Tenant’s written request and express direction, Landlord shall pay such invoiced amounts directly to the appropriate vendors (up to but not in excess of five (5) such vendors per month).

In the event that Landlord shall fail to remit to Tenant (or Tenant’s vendors, as directed by Tenant pursuant to the terms of this Exhibit C-2) the Phase II Tenant Improvement Allowance as hereinabove described, and in the further event that such failure shall continue for fifteen (15) days following Tenant’s delivery of written notice to Landlord (in addition to Tenant’s delivery of invoices and other documentation as required above), then, in addition to, and without limitation of, any other rights and remedies that Tenant may have under this lease, Tenant shall have the right to offset the cost of any Phase II Construction Costs and other permissible expenses incurred by Tenant pursuant to the terms of this Exhibit C-2 against its next due installments of Base Rental for the Phase II Premises until Tenant shall have been fully reimbursed therefor.

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▇▇▇▇▇▇▇ ▇-▇

▇▇▇▇▇ ▇▇▇ TENANT IMPROVEMENT ALLOWANCE

Landlord agrees to provide to Tenant an allowance with respect to the Phase III Premises (the “Phase III Tenant Improvement Allowance”) equal to the sum of the following: $45.00 per square foot of net rentable area based on the number of square feet in the Phase III Premises times a fraction, the numerator of which is the number of full calendar months remaining in the Term after the Phase III Commencement Date and the denominator of which is 180 (the “Phase III Proration”). The Phase III Tenant Improvement Allowance may be applied by Tenant to the cost of (a) (i) all space planning, (ii) Phase III Tenant Construction Documents (as defined in Exhibit D-2), (iii) contractor costs, (iv) construction management fees for Tenant’s selected construction manager, (v) Tenant Work, (vi) Phase I Construction Costs, and (vii) Phase II Construction Costs (collectively, the “Phase III Construction Costs”), (b) telecommunications/ data costs, (c) furniture expenses and (d) relocation and moving expenses ((b), (c) and (d) being known as the “Phase III Soft Costs”). Any unused portion of the Phase III Tenant Improvement Allowance up to $15.00 per square foot of net rentable area of the Phase III Premises (the “Phase III Soft Costs Improvement Cap”) may be (i) applied as a credit to the first installment(s) of Base Rental coming due for the Phase III Premises under this lease or (ii) at Tenant’s sole discretion, for any purposes related to Tenant’s occupancy of the Premises. If Tenant has not fully utilized the Phase III Tenant Improvement Allowance as set forth herein within twelve (12) months after the Phase III Rent Commencement Date, any remaining balance of the Phase III Tenant Improvement Allowance (up to the Phase III Soft Costs Improvement Cap and after deducting any portion of the Phase III Tenant Improvement Allowance utilized for the Phase III Soft Costs) will be credited to the next Base Rental due hereunder.

Tenant shall manage the construction of the Premises and there shall be no construction management fee paid to Landlord.

Prior to commencement of construction of Tenant’s improvements to the Phase III Premises, Tenant shall furnish Landlord with an estimate of Tenant’s total Phase III Construction Costs. Landlord shall pay Tenant the Phase III Tenant Improvement Allowance based on submission of an invoice by Tenant to Landlord no later than the 15th day of each month. Each invoice shall list Phase III Construction Costs which Tenant has previously paid along with copies of each paid invoice, copies of each check given in payment of such invoices, and lien waivers from each entity (interim lien waivers are permitted for interim draws and final lien waivers are required for final draw) and Landlord shall pay ninety percent (90%) of each such invoice. Landlord will pay Tenant ninety percent (90%) of each received invoice by the 20th day of the following month for each Tenant invoice submitted until Landlord shall have paid to Tenant ninety percent (90%) of the full amount of the Phase II Tenant Improvement Allowance. The final ten percent (10%) of the Phase III Tenant Improvement Allowance shall be paid upon the last to occur of the following: (a) substantial completion of the improvements to the Phase III Premises as contemplated by the Phase III Construction Documents and issuance of a temporary or permanent Certificate of Occupancy with respect thereto, or (b) submission of paid invoices and final lien waivers evidencing payment in full by Tenant of all Phase III Construction Costs. Tenant shall be responsible for payment of all Phase III Construction Costs exceeding the Phase

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III Tenant Improvement Allowance. Alternatively to payment of the Phase III Tenant Improvement Allowance to Tenant as aforesaid, upon Tenant’s written request and express direction, Landlord shall pay such invoiced amounts directly to the appropriate vendors (up to but not in excess of five (5) such vendors per month).

In the event that Landlord shall fail to remit to Tenant (or Tenant’s vendors, as directed by Tenant pursuant to the terms of this Exhibit C-3) the Phase III Tenant Improvement Allowance as hereinabove described, and in the further event that such failure shall continue for fifteen (15) days following Tenant’s delivery of written notice to Landlord (in addition to Tenant’s delivery of invoices and other documentation as required above), then, in addition to, and without limitation of, any other rights and remedies that Tenant may have under this lease, Tenant shall have the right to offset the cost of any Phase III Construction Costs and other permissible expenses incurred by Tenant pursuant to the terms of this Exhibit C-3 against its next due installments of Base Rental for the Phase III Premises until Tenant shall have been fully reimbursed therefor.

▇-▇-▇

▇▇▇▇▇▇▇ ▇

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ LEASEHOLD IMPROVEMENTS

I.	SCHEDULE OF CRITICAL DATES

The following is a schedule of certain critical dates relating to Landlord’s and Tenant’s respective obligations with respect to construction of the leasehold improvements for the Phase I Premises (the “Phase I Leasehold Improvements”). These dates, the specific references (e.g. the “Phase I Construction Documents Delivery Date”) and the respective obligations of Landlord and Tenant are more fully described in Section II below.


Reference	Responsible Party	Due Date

“Phase I Tenant Program/ Space Plan Delivery Date”	Tenant	Open—Tenant to determine

“Phase I Tenant Space Plan Final Review Date”	Landlord	Within 15 days after delivery of Phase I Space Plan

“Phase I Tenant Construction Documents Delivery Date”	Tenant	Open—Tenant to determine

“Phase I Tenant Construction Documents Review Date”	Landlord	Within 21 days after Tenant submits Phase I Tenant Construction Documents

“Phase I Tenant Construction Documents Revision Date”	Tenant	Open—Tenant to determine

“Phase I Commencement Date”	Tenant	March 1, 2011 (subject to adjustment as set forth in the lease)

II.	LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS

Tenant shall employ ▇▇▇▇▇▇▇ & Will and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, as Tenant’s architects, and CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ as its project manager, and Landlord hereby approves Tenant’s use of such architects and project manager.

Tenant will deliver to Landlord no later than the Phase I Tenant Program/Space Plan Delivery Date the information described in Section IV below regarding Tenant’s desired leasehold improvements (such information being hereinafter called the “Phase I Tenant Program”), and Tenant will cause its architect to submit for Landlord’s review a space plan based on the Phase I Tenant Program (the “Phase I Space Plan”), which Phase I Space Plan, after approval by Landlord, will be used to prepare the Phase I Tenant Construction Documents (defined below).

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On or before the Phase I Tenant Space Plan Final Review Date, Landlord will advise Tenant of any required changes to the Phase I Tenant Space Plan. If Landlord requests revisions to the Phase I Tenant Space Plan, then Tenant will cause its architect to incorporate such changes in the Phase I Tenant Construction Documents.

Tenant will cause its architect to prepare and deliver to Landlord no later than the Phase I Tenant Construction Documents Delivery Date a complete set of coordinated architectural, structural, mechanical, electrical and plumbing engineering construction drawings and specifications sufficient to obtain a building permit and competitive bids, including the information described in Section IV below (“Phase I Tenant Construction Documents”). All work in the Phase I Tenant Construction Documents shall be known as “Phase I Tenant Work.” Additionally, as part of the Phase I Tenant Work, Tenant, at its option, shall have the right to install cardkey readers on all entrances to the Phase I Premises, Building, and elevators on the applicable floors.

On or before the Phase I Tenant Construction Documents Review Date, Landlord will review the Phase I Tenant Construction Documents and shall notify Tenant of its approval of the Phase I Tenant Construction Documents or of any changes to the Phase I Tenant Construction Documents required by Landlord.

Upon receipt of Landlord’s comments to the Phase I Tenant Construction Documents, Tenant will cause its architect to revise the Phase I Tenant Construction Documents to incorporate Landlord’s comments and shall resubmit the Phase I Tenant Construction Documents to Landlord on or before the Phase I Tenant Construction Documents Revision Date.

Tenant and all its contractors associated with Phase I Tenant Work shall comply with the requirements of Landlord’s construction rules and regulations and Landlord’s base Building design standards.

III.	CERTAIN PROVISIONS RELATING TO CONSTRUCTION

Tenant shall employ, as Tenant’s architects, ▇▇▇▇▇▇▇ & Will and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed) such other architect selected by Tenant, and, as its engineer, BarrettWoodyard or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other engineer selected by Tenant, and, as its project manager, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, for the preparation of the Phase I Tenant Construction Documents and other work on the Phase I Premises, and Landlord hereby approves Tenant’s use of ▇▇▇▇▇▇▇ & Will and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, BarrettWoodyard, and CB ▇▇▇▇▇▇▇ ▇▇▇▇▇. Landlord hereby also approves ▇▇▇▇▇▇▇▇ as an architect and HESMA as the mechanical, electrical and plumbing engineer. In the event Tenant elects to not use ▇▇▇▇▇▇▇▇ and/or HESMA (or such other consultant as reasonably selected by Landlord), Tenant shall reimburse Landlord’s reasonable, out-of-pocket costs for ▇▇▇▇▇▇▇▇ and HESMA to review said Phase I Tenant Construction Documents.

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At least fifteen (15) days prior to construction commencement, Tenant shall select, and enter into a direct construction contract with, the contractor to be used by Tenant from the following list of Landlord approved contractors (the “Outside Contractor”), or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other contractor selected by Tenant, which shall complete all of the Phase I Tenant Work:


▇▇▇▇▇▇ Construction Company		The ▇▇▇▇ Group
▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇		Holder Construction
▇▇▇▇ Construction

It shall be Tenant’s responsibility to ensure that the Outside Contractor shall (i) conduct its work in such a manner so as not to unreasonably interfere with any other construction occurring on or in the Building or the Phase I Premises; (ii) comply with the rules and regulations relating to the construction activities in or on the Building and Landlord’s base Building general contractor (the “General Contractor”), and such other reasonable rules and regulations, as may be promulgated from time to time by Landlord and Landlord’s General Contractor; (iii) maintain such insurance in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said insurance shall be in amounts at least equal to those required of the General Contractor); and (iv) be responsible for reaching agreement with Landlord and the General Contractor as to the terms and conditions for all Outside Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Phase I Premises, provided, Landlord shall act reasonably and in good faith in conjunction therewith. As a condition precedent to Landlord’s approving the Outside Contractor under Paragraph 1 above, Tenant and the Outside Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Contractor’s compliance or agreement to comply with the provisions of this Paragraph 3. Landlord retains the right to make periodic inspections to assure conformity with the rules and regulations and with the plans and specifications.

Tenant shall indemnify and hold harmless Landlord and the General Contractor or any of Landlord’s other contractors from and against any and all losses, damages, costs (including costs of suits and attorneys’ fees), liabilities, or causes of action arising out of or relating to the work of the Outside Contractor, including but not limited to mechanics’, materialmen’s or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work, provided, Tenant shall have no obligation to indemnify or hold harmless Landlord for any losses, damages, costs, liabilities or causes of action arising out of or relating to the negligence or intentional misconduct of Landlord, or its employees, agents, contractors or representatives. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Phase I Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall repair or cause to be repaired at its expense all damage caused by the Outside Contractor, its subcontractors or their employees. Any costs incurred by

D-3

Landlord to repair any damage caused by the Outside Contractor or any costs incurred by Landlord in requiring the Outside Contractor’s compliance with the rules and regulations in Paragraph 3(ii) above will become the obligation of Tenant under this lease.

Tenant shall, at Tenant’s sole cost and expense, cause Tenant’s mechanical, electrical and plumbing engineer to prepare a report, in form and substance reasonably acceptable to Landlord, for the benefit of Landlord, certifying to the compliance of the work constructed by the Outside Contractor with the Phase I Tenant Construction Documents.

Unless Landlord otherwise agrees, the Outside Contractor shall not have access to the Phase I Premises, or be allowed to commence work therein, until Landlord releases and Tenant accepts the Phase I Premises. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Phase I Premises so as not to cause any delay in work of the Outside Contractor.

Tenant and Landlord acknowledge that in order to expeditiously complete the Phase I Tenant Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (off-hours). Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense without ▇▇▇▇-up for costs Landlord incurs to provide such off-hours hoisting.

Notwithstanding the above, Landlord shall make available to Tenant the Building’s permanent service elevator for Tenant’s Outside Contractor’s use upon the following conditions:

(a)

Use of the service elevator shall be scheduled by Tenant’s Outside Contractor with Landlord’s representative.

(b)

Tenant shall not be charged for use of the service elevator unless more than one tenant general contractor is working in the Building, in which event, at Landlord’s option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction.

(c)

Landlord and Tenant acknowledge and agree that the Phase I Tenant Construction Documents contemplate the creation of the 9^th Floor as a “crossover” floor such that it will be served by both the low rise and high rise elevator banks.

IV.	INFORMATION REQUIRED ON TENANT DOCUMENTS

A.	MINIMUM INFORMATION REQUIRED OF TENANT PROGRAM:

List all fixed walled offices, by dimension, square footage, wall type (half wall, full height, insulated, etc.) and location (exterior or interior).

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List of all fixed wall conference and meeting rooms, by dimension, height, square footage and location (exterior or interior).

List of all moveable wall work stations, by dimension, height, square footage, location and manufacturer.

List of all secretarial stations and relationship to offices or work stations, by dimension, type (fixed wall or moveable wall) and location.

List of all file rooms, storage rooms, libraries, computer rooms, telephone/data rooms and other interior rooms, by dimension, type, use, proximity requirements and location.

List of all coffee stations, pantries, kitchens, lunch rooms, etc., by dimension, occupancy, use, fixture and plumbing requirements and millwork desired.

Describe the desired entrance and reception area, including the type and size of reception desk (new or existing), the number of seats (sofa, loveseat, chairs, etc.), tables, flooring, etc.

Describe lighting plan other than Building Standard 2’ x 4’ fluorescent light fixtures.

List any heavy items including their approximate weight (i.e. file rooms, safes, storage rooms, etc.)

10.

List any area which require special, supplemental or 24-hour ventilation or air conditioning.

11.

Describe office technology to be employed, including computers, copiers, printers, telecommunications and need for dedicated or GFI power.

12.

Describe the firm’s security/access control philosophy (i.e., standard hardware, number of locked doors, electronic security, video security, etc.)

13.

Approximate the number of employees anticipated in the new location, the projected occupancy growth and the visitor profile (i.e. sporadic visitors versus training classes).

14.

Describe the firm’s normal hours of operation and any regular extended hours of operation.

15.

Provide any additional information which you feel would be helpful in understanding the optimum layout for your offices.

B.	MINIMUM INFORMATION REQUIRED OF TENANT SPACE PLANS:

The Phase I Tenant Space Plans will provide architectural floor plans of the Phase I Premises. The Plans will be labeled, titled and dated and will be drawn at 1/8” scale. The following information will be provided on the drawings:

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Architectural Information

Column centerlines and designations		Floor identification

Room, area and corridor identification		Dimensions of rooms, areas and corridors

Partition locations		Location, height and swing of all doors

Ceiling heights and location of different types of ceiling material		Architectural or structural items to be located above ceiling (i.e. screens or grilles)

Millwork and cabinetry		Furniture

Electrical, Lighting and Telephone Information

Location of wall-mounted electrical, telephone and data outlets		Location of floor-mounted electrical, telephone and data outlets

Location, power requirements and specifications of special receptacles and separate circuits for copiers, appliances, computers and other special equipment Location and type of all lighting fixtures and light control devices		Locations and requirements of any disconnect switches

Mechanical and Plumbing Information

Heavy occupant load area will be identified for discussion of potential solutions		Estimated load on the condenser water and chilled water systems

Non-standard HVAC and special exhaust requirements (i.e. computer and conference rooms) Location of all appliances and equipment which need a water supply or a drain		Location and specifications of all plumbing fixtures

Structural Information

Location and approximate weight of all rolling files, concentrated filing area, safes and other heavy equipment

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Any design elements which may modify the base Building structural, architectural, mechanical, electrical or plumbing systems will be identified at this time for discussion and cost implication review.

C.	MINIMUM INFORMATION REQUIRED OF TENANT CONSTRUCTION DOCUMENTS:

The completed Phase I Tenant Construction Documents will include Architectural, Structural (if required due to the scope of work), Mechanical, Electrical, Plumbing and Fire Protection sheets, including specifications, details and elevations necessary to fully describe the leasehold improvements. The Phase I Tenant Construction Documents will be prepared, sealed and stamped by a State of Georgia registered architect and mechanical, electrical and plumbing engineers. The completed Phase I Tenant Construction Documents will be marked “For Construction.”

The standard size for all drawings will be 30” x 42.” Designers will include all information on the plan sheets so that users do not have to refer to separate specification booklets to obtain information. At a minimum, the Architectural and MEP Construction Documents will include the following information:

Floor Plan with the location and type of all partitions (1/8 = 1’-0” scale).

Location and type of all doors with hardware and keying information provided (door and hardware schedule).

Location and type of glass partitions, windows and framing.

Location of telephone equipment room (note type of telephone system, square feet of mounting boards and HVAC and electrical requirements).

Critical dimensions necessary for construction.

Location of all Building Standard electrical items—outlets, switches, telephone outlets.

Reflected ceiling plan showing location and switching of all Building Standard lighting, exit signs, emergency lighting and life safety devices.

Location and type of all non-Building Standard electrical items, including lighting, security and data/voice communication work.

Location and type of equipment that will require special electrical requirements (i.e., dedicated circuits, data, GFI, etc.). Provide manufacturers specifications for use and operation.

10.

Electrical panel schedule with total rated electrical design load calculation in ▇▇▇▇▇.

11.

Location, weight per square foot and description of any exceptionally heavy equipment or filing system exceeding 50 pounds per square foot live load.

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12.

Requirement for any special air conditioning, ventilation or exhaust.

13.

HVAC Reflected Ceiling Plan.

14.

Mechanical equipment schedule indicating sizes, specifications and characteristics of all equipment.

15.

Complete heating and cooling load calculation for all equipment.

16.

Type and color of floor covering (including type of padding).

17.

Location, type and color of wall covering.

18.

Location, type and color of paint and all other finishes

19.

Location and type of plumbing (including all fixtures).

20.

Location and type of kitchen, pantry or coffee bar equipment, millwork and shelving.

21.

All millwork and built-in equipment fully dimensioned.

22.

Corridor entrance doors and frame, as well as work required in the adjacent corridor and elevator lobby.

23.

Bracing or support of special walls, glass partitions, etc.

24.

All connections to or modifications of the base Building mechanical, electrical, plumbing and fire protection systems.

25.

All new mechanical, electrical and plumbing metering devices or systems.

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EXHIBIT D-1

CONSTRUCTION OF PHASE II LEASEHOLD IMPROVEMENTS

I.	SCHEDULE OF CRITICAL DATES

The following is a schedule of certain critical dates relating to Landlord’s and Tenant’s respective obligations with respect to construction of the leasehold improvements for the Phase II Premises (the “Phase II Leasehold Improvements”). These dates, the specific references (e.g. the “Phase II Construction Documents Delivery Date”) and the respective obligations of Landlord and Tenant are more fully described in Section II below.


Reference	Responsible Party	Due Date
“Phase II Tenant Program/Space Plan Delivery Date”	Tenant	Open—Tenant to determine

“Phase II Tenant Space Plan Final Review Date”	Landlord	Within 15 days after delivery of Phase II Space Plan

“Phase II Tenant Construction Documents Delivery Date”	Tenant	Open—Tenant to determine

“Phase II Tenant Construction Documents Review Date”	Landlord	Within 21 days after Tenant submits Phase II Tenant Construction Documents

“Phase II Tenant Construction Documents Revision Date”	Tenant	Open—Tenant to determine

“Phase II Commencement Date”	Tenant	August 1, 2011 (subject to adjustment as set forth in the lease)

II.	LANDLORD AND TENANT PRE-CONSTRUCTION OBLIGATIONS

Tenant will deliver to Landlord no later than the Phase II Tenant Program/Space Plan Delivery Date the information described in Section IV below regarding Tenant’s desired leasehold improvements (such information being hereinafter called the “Phase II Tenant Program”), and Tenant will cause its architect to submit for Landlord’s review a space plan based on the Phase II Tenant Program (the “Phase II Space Plan”), which Phase II Space Plan, after approval by Landlord, will be used to prepare the Phase II Tenant Construction Documents (defined below).

On or before the Phase II Tenant Space Plan Final Review Date, Landlord will advise Tenant of any required changes to the Phase II Tenant Space Plan. If Landlord requests revisions to the Phase II Tenant Space Plan, then Tenant will cause its architect to incorporate such changes in the Phase II Tenant Construction Documents.

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Tenant will cause its architect to prepare and deliver to Landlord no later than the Phase II Tenant Construction Documents Delivery Date a complete set of coordinated architectural, structural, mechanical, electrical and plumbing engineering construction drawings and specifications sufficient to obtain a building permit and competitive bids, including the information described in Section IV below (“Phase II Tenant Construction Documents”). All work in the Phase II Tenant Construction Documents shall be known as “Phase II Tenant Work.” Additionally, as part of the Phase II Tenant Work, Tenant, at its option, shall have the right to install cardkey readers on all entrances to the Phase II Premises and the elevators on the applicable floors.

On or before the Phase II Tenant Construction Documents Review Date, Landlord will review the Phase II Tenant Construction Documents and shall notify Tenant of its approval of the Phase II Tenant Construction Documents or of any changes to the Phase II Tenant Construction Documents required by Landlord.

Upon receipt of Landlord’s comments to the Phase II Tenant Construction Documents, Tenant will cause its architect to revise the Phase II Tenant Construction Documents to incorporate Landlord’s comments and shall resubmit the Phase II Tenant Construction Documents to Landlord on or before the Phase II Tenant Construction Documents Revision Date.

Tenant and all its contractors associated with Phase II Tenant Work shall comply with the requirements of Landlord’s construction rules and regulations and Landlord’s base Building design standards.

III.	CERTAIN PROVISIONS RELATING TO CONSTRUCTION

Tenant shall employ, as Tenant’s architects, ▇▇▇▇▇▇▇ & Will and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed) such other architect selected by Tenant, and, as its engineer, BarrettWoodyard or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other engineer selected by Tenant, and, as its project manager, CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, for the preparation of the Phase II Tenant Construction Documents and other work on the Phase II Premises, and Landlord hereby approves Tenant’s use of ▇▇▇▇▇▇▇ & Will and ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, BarrettWoodyard, and CB ▇▇▇▇▇▇▇ ▇▇▇▇▇. Landlord hereby also approves ▇▇▇▇▇▇▇▇ as an architect and HESMA as the mechanical, electrical and plumbing engineer. In the event Tenant elects to not use ▇▇▇▇▇▇▇▇ and/or HESMA (or such other consultant as reasonably selected by Landlord), Tenant shall reimburse Landlord’s reasonable, out-of-pocket costs for ▇▇▇▇▇▇▇▇ and HESMA to review said Phase II Tenant Construction Documents.

At least fifteen (15) days prior to construction commencement, Tenant shall select, and enter into a direct construction contract with, the contractor to be used by Tenant from the

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following list of Landlord approved contractors (the “Outside Contractor”), or, subject to the prior written approval of Landlord (not to be unreasonably withheld, conditioned or delayed), such other contractor selected by Tenant, which shall complete all of the Phase II Tenant Work:

▇▇▇▇▇▇ Construction Company

▇▇▇▇▇▇▇▇▇ & Gorrie

▇▇▇▇ Construction

The ▇▇▇▇ Group

Holder Construction

It shall be Tenant’s responsibility to ensure that the Outside Contractor shall (i) conduct its work in such a manner so as not to unreasonably interfere with any other construction occurring on or in the Building or the Phase II Premises; (ii) comply with the rules and regulations relating to the construction activities in or on the Building and Landlord’s base Building general contractor (the “General Contractor”), and such other reasonable rules and regulations, as may be promulgated from time to time by Landlord and Landlord’s General Contractor; (iii) maintain such insurance in force and effect as may be reasonably requested by Landlord or as required by applicable law (but in any event said insurance shall be in amounts at least equal to those required of the General Contractor); and (iv) be responsible for reaching agreement with Landlord and the General Contractor as to the terms and conditions for all Outside Contractor items relating to conducting its work, including but not limited to those matters relating to storage of materials and access to the Phase II Premises, provided, Landlord shall act reasonably and in good faith in conjunction therewith. As a condition precedent to Landlord’s approving the Outside Contractor under Paragraph 1 above, Tenant and the Outside Contractor shall deliver to Landlord such assurances or instruments to evidence the Outside Contractor’s compliance or agreement to comply with the provisions of this Paragraph 3. Landlord retains the right to make periodic inspections to assure conformity with the rules and regulations and with the plans and specifications.

Tenant shall indemnify and hold harmless Landlord and the General Contractor or any of Landlord’s other contractors from and against any and all losses, damages, costs (including costs of suits and attorneys’ fees), liabilities, or causes of action arising out of or relating to the work of the Outside Contractor, including but not limited to mechanics’, materialmen’s or other liens or claims (and all costs or expenses associated therewith) asserted, filed or arising out of any such work, provided, Tenant shall have no obligation to indemnify or hold harmless Landlord for any losses, damages, costs, liabilities or causes of action arising out of or relating to the gross negligence or intentional misconduct of Landlord, or its employees, agents, contractors or representatives. All materialmen, contractors, artisans, mechanics, laborers and other parties hereafter contracting with Tenant for the furnishing of any labor, services, materials, supplies or equipment with respect to any portion of the Phase II Premises are hereby charged with notice that they must look solely to Tenant for payment for same. Without limiting the generality of the foregoing, Tenant shall repair or cause to be repaired at its expense all damage caused by the Outside Contractor, its subcontractors or their employees. Any costs incurred by Landlord to repair any damage caused by the Outside Contractor or any costs incurred by Landlord in requiring the Outside Contractor’s compliance with the rules and regulations in Paragraph 3(ii) above will become the obligation of Tenant under this lease.

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Unless Landlord otherwise agrees, the Outside Contractor shall not have access to the Phase II Premises, or be allowed to commence work therein, until Landlord releases and Tenant accepts the Phase II Premises. Landlord and Tenant will cooperate in good faith to document any deficiencies or incomplete items relative to the Phase II Premises so as not to cause any delay in work of the Outside Contractor.

Tenant and Landlord acknowledge that in order to expeditiously complete the Phase II Tenant Work, it may be desirable or necessary to stock materials or haul trash on hours and on days in addition to the normal working hours and normal working days (off-hours). Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense without ▇▇▇▇-up for costs Landlord incurs to provide such off-hours hoisting.

Notwithstanding the above, Landlord shall make available to Tenant the Building’s permanent service elevator for Tenant’s Outside Contractor’s use upon the following conditions:

(a)

Use of the service elevator shall be scheduled by Tenant’s Outside Contractor with Landlord’s representative.

(b)

Tenant shall not be charged for use of the service elevator except as follows:

(i)

If more than one tenant general contractor is working in the Building, in which event, at Landlord’s option, Landlord may furnish an elevator operator for the service elevator. Tenant shall reimburse Landlord for Landlord’s actual out-of-pocket expense for such elevator operator on a pro-rated cost with other contractors in the Building. Such pro-rated cost shall be based on the square footage under construction.

(ii)

If scheduled use of the service elevator is canceled with less than 6 hours notice to the Landlord’s representative or not used, then the responsible contractor will be charged $50.00 per hour.

IV.	INFORMATION REQUIRED ON TENANT DOCUMENTS

A.	MINIMUM INFORMATION REQUIRED OF TENANT PROGRAM:

List all fixed walled offices, by dimension, square footage, wall type (half wall, full height, insulated, etc.) and location (exterior or interior).

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