First Amendment to Lease

WHEREAS, by the execution hereof Landlord and Tenant desire to modify and amend the Lease to reflect Tenant’s lease of the Expansion Premises, the extension of the Term of the Lease and other undertakings and obligations of the parties as set forth hereinbelow;

1.   Defined Terms.  All capitalized terms used herein shall have the meaning assigned such terms in the Lease unless otherwise expressly provided herein.

2.   Lease of Expansion Premises.  Effective as of May 1, 2011 (the “Expansion Premises Commencement Date”) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon all of the terms and conditions of the Lease, as amended hereby, the Expansion Premises, together with certain rights to the Common Areas as provided in the Lease.  The Expansion Premises shall not include any easement for light, air or view.

3.   Extension of Term.  The Term of the Lease is hereby extended for an additional three (3) years.  The parties acknowledge and agree that the Commencement Date for Tenant’s lease of the Original Premises is May 1, 2007 and that the Expansion Premises Commencement Date shall be May 1, 2011.  The term of the lease of both the Original Premises and the Expansion Premises shall expire on August 31, 2017, unless sooner terminated in accordance with the terms and conditions of the Lease, as amended, (the “Expiration Date”).

4.   Basic Lease Provisions.  In furtherance of the foregoing, the following subsections of Section 1 of the Lease are hereby amended by deleting the present contents thereof and substituting therefor the following:

5.   Additional Tenant Improvements.  Tenant acknowledges and agrees that Landlord shall not be obligated to make, reimburse or otherwise bear the cost of any improvements or alterations to the Original Premises except as provided in the work letter agreement (the “Work Letter”) attached as Schedule 1 to this First Amendment to Lease and incorporated herein by reference.  Tenant shall accept the Expansion Premises on the Expansion Premises Commencement Date in its “AS IS, WHERE IS” condition without any obligation on the part of Landlord to make, reimburse or otherwise bear the cost of any improvements or alterations to the Expansion Premises.  Any alterations, additions or improvements to the Premises made by Tenant shall be subject to the terms, conditions and restrictions of Section 7.3 of the Lease.

6.   Delay in Possession.  In the event that Tenant is unable to occupy and utilize the Premises on or before May 15, 2011 due to the failure to complete any improvements or alterations to the Original Premises to be made pursuant to the Work Letter, Tenant shall receive one (1) day of free rent for each day that Tenant’s occupancy or utilization of the Premises is delayed.

7.   Authority.  The undersigned individual(s) executing this First Amendment to Lease on behalf of Tenant do hereby represent and warrant to Landlord that he, she or they are each fully empowered and authorized to execute and deliver this First Amendment to Lease on behalf of Tenant, that Tenant is duly authorized to enter into this First Amendment to Lease, and that this First Amendment to Lease is enforceable against Tenant in accordance with its terms.

8.   Exhibits and Schedules.  All exhibits and schedules referenced herein and attached hereto are incorporated herein by reference.

9.   Brokers/Indemnification.  Tenant represents and warrants to Landlord that it has had no dealings or entered into any agreements with any person, entity, broker, or finder in connection with the negotiation of this First Amendment to Lease other than Cornerstone Commercial Real Estate Services and Southeast Venture, LLC, whose fees shall be paid by Landlord pursuant to one or more separate written agreements, and no other person, entity, broker, or finder is entitled to any commission or finder’s fee in connection with the negotiation of this First Amendment to Lease.  Tenant agrees to indemnify, defend, and hold harmless Landlord from and against any and all claims, damages, costs, expenses, attorneys’ fees, or liability for compensation or charges which may be claimed by any such unnamed person, entity, broker, finder or other similar party by reason of any dealings, actions, or agreements of Tenant.

10.        Waiver of Claims.  As a material inducement to Landlord’s execution of this First Amendment to Lease, Tenant represents, warrants and covenants to Landlord, its successor and assigns, that as of the date hereof Tenant is not in default of any of its obligations or undertakings under the Lease, as amended, that to the knowledge of Tenant Landlord is not in default of any of Landlord’s obligations or undertakings under the Lease, as amended, that no event has occurred that, with the passage of time or giving of notice or both would constitute a default by Tenant or Landlord under the Lease, as amended.  Tenant hereby waives any and all claims that Tenant may have or claim to have in connection with any alleged breach or default by Landlord arising on or before the date hereof.

11.        Ratification of Lease.  Except as expressly modified hereby or made inconsistent herewith, all of the terms and conditions of the Lease shall remain unaltered and in full force and effect and are hereby ratified and confirmed.  Following the date hereof, all references to “the Lease” presently contained in the Office Lease Agreement shall be interpreted to refer to the Lease as amended hereby.