Common use of Expansion Space Improvements Clause in Contracts

Expansion Space Improvements. (a) Following Landlord's delivery of ---------------------------- possession of the Expansion Space to Tenant, Tenant, subject to the terms of this Paragraph 5, will construct in the Expansion Space all improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant in the Expansion Space. Within thirty (30) days after the Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition of the Expansion Space which Tenant desires ("Expansion Improvements"). All such final working drawings will: (i) comply with the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation of ductwork and additional variable air volume boxes in the Expansion Space (beyond the equipment described above in the definition of the First Floor Shell Condition) which shall be attached to and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Tenant shall not commence performance of any Expansion Improvements in any portion of the Expansion Space until Landlord has approved the Final Plans for such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Improvements. Tenant is solely responsible for determining whether or not it is a public accommodation and for compliance with ADA within the Expansion Space. Tenant's approval of the Final Plans constitutes an acknowledgment by Tenant that they comply with ADA and all other applicable codes, laws, rules, regulations and statutes. Landlord's approal of the plans, specifications and working drawings for the Expansion Improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion Improvements. Tenant shall not be obligated to utilize building standard materials in connection with the Expansion Improvements, provided that the materials selected by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes of Class A office space in the Tysons Corner submarket. (b) The Expansion Improvements shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the terms of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5. (c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by Landlord in accordance with the following procedures: 1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"). 2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a total of $153,033.30, any such previously unpaid Approved Invoices shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar month. 4. Upon completion of the Expansion Improvements and delivery by Tenant to Landlord of: (i) a Certificate of Occupancy for the Expansion Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of the Expansion Improvements totaling at least the amount requested by Tenant, Landlord will pay such Invoices to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaid.

Expansion Space Improvements. Subject to Landlord’s obtaining approval of the Parking Variance and all applicable permits, Landlord, at its expense, shall expand the building and make all exterior and interior improvements to the Expansion Space in compliance with the Plans and Specifications (athe “Improvements”). The Improvements, as built and modified according to the Plans and Specifications, shall comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities as of the date of Tenant’s occupancy of the Expansion Premises, Landlord shall provide Tenant with a complete set of architectural drawings no later than three (3) Following Landlord's delivery months after approval of ---------------------------- possession the Parking Variance. Tenant must, within seven (7) days of Tenant’s receipt of the architectural drawings approve said architectural drawings in writing. Landlord shall submit the architectural drawings to the City of Los Angeles for all necessary approvals and building permits within fifteen (15) days after Tenant approves the drawings in writing. Landlord shall use commercially reasonable efforts to obtain a building permit from the City of Los Angeles no later than six (6) months after the date said drawings were submitted to the City. Notwithstanding anything to the contrary in this Agreement, in the event that Landlord shall not have obtained the building permit by August 31, 2009, then either Tenant or Landlord may terminate this Second Amendment and Tenant’s lease of the Expansion Space without liability by mailing written notice and neither party shall have any further rights and obligations under this Second Amendment, except that the Lease shall automatically extend through August 31, 2010 at a rental rate of $19.35 per square foot. Landlord and Tenant shall enter into a Third Amendment to Tenant, Tenant, subject to the Lease that sets forth such terms of this Paragraph 5, will construct in the Expansion Space all improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant in the Expansion Space. Within within thirty (30) days after the Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition date of the Expansion Space which Tenant desires ("Expansion Improvements")written notice of termination. All such final working drawings will: (i) comply construction shall be done in a good workmanlike manner using materials in accordance with the ADA Plans and all other applicable codes, laws, rules, regulations Specifications and statutes, (ii) be consistent with shall not vary in any substantial manner without Tenant’s prior written consent. Any changes necessitated by the terms and limitations set forth in Exhibit L local municipality due to the Lease, (iii) include the --------- installation of ductwork and additional variable air volume boxes in the Expansion Space (beyond the equipment described above in the definition municipality’s interpretation of the First Floor Shell Condition) which shall local building code will be attached to made by Landlord at Landlord’s exclusive cost and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Tenant shall not commence performance of any Expansion Improvements in any portion of the Expansion Space until Landlord has approved the Final Plans for such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by charged to Tenant in any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Improvementsmanner whatsoever. Tenant represents and warrants to Landlord that Tenant is solely responsible not required to obtain any approvals from governmental educational agencies as a condition precedent for determining whether or not it is a public accommodation and obtaining certificate of occupancy for compliance with ADA within the Expansion Space. Tenant's approval If the Improvements are not completed and if the temporary certificate of occupancy (described in Subsection 1.04(a)(i) of the Final Plans constitutes an acknowledgment by Lease) has not been obtained on or before eight (8) months after the date the City of Los Angeles issues the building permit, subject to force majeure and tenant delay as referenced in Section 1.05 of the Lease (“First TCO Deadline”), Tenant that they comply shall receive one (1) day of free Base Rent with ADA regard to the Expansion Space only for each day elapsed after the First TCO Deadline until the date a temporary certificate of occupancy has been received. Tenant agrees to cooperate and execute such documents as are reasonably necessary in order for Landlord to obtain any and all other permits and approvals (including the Parking Variance) from applicable codesgovernmental agencies required of Landlord in order to substantially complete the Expansion Space. Landlord shall have until sixteen (16) months after the date the Parking Variance is issued by the City of Los Angeles (“Second TCO Deadline”) to complete all Improvements and obtain the temporary certificate of occupancy for the Improvements. In the event that the Improvements are not completed and the temporary certificate of occupancy is not obtained by the Second TCO Deadline, laws, rules, regulations and statutes. Landlord's approal then Tenant shall receive one (1) day of the plans, specifications and working drawings free Base Rent for the Expansion Improvements shall create no responsibility or liability on Space only for each day elapsing after the part Second TCO Deadline until the date that a temporary certificate of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion Improvementsoccupancy has been received. Tenant shall not be obligated entitled to utilize building standard materials in connection with the Expansion Improvements, provided that the materials selected by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes of Class A office space in the Tysons Corner submarket. (b) The Expansion Improvements shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the terms of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5. (c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by Landlord in accordance with the following procedures: 1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"). 2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a total of $153,033.30, any such previously unpaid Approved Invoices shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar month. 4. Upon completion of the Expansion Improvements and delivery by Tenant to Landlord of: (i) a Certificate of Occupancy free Base Rent for the Expansion SpaceSpace only under this paragraph or under the immediately preceding paragraph, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect whichever date occurs first, but shall in no event be entitled to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of the Expansion Improvements totaling at least the amount requested by Tenant, Landlord will pay such Invoices to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaid.free Base Rent under both paragraphs

Expansion Space Improvements. Tenant shall have the right to request that Landlord construct and install various improvements within the Expansion Space (the "Expansion Space Improvements") by delivering to Landlord, on or before May 30, 2005, a space plan for the Expansion Space Improvements in detail reasonably acceptable to Landlord. Provided Tenant delivers such space plan as aforesaid, Landlord shall construct and install the Expansion Space Improvements in accordance with this SECTION 4.5. (a) Following Landlord's delivery of ---------------------------- possession of the Expansion Space to Tenant, Tenant, subject to the terms of this Paragraph 5, will construct in the Expansion Space all improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant in the Expansion Space. Within thirty (30) days after Landlord's receipt of the space plan for the Expansion Effective DateSpace Improvements, Landlord shall prepare and submit to Tenant (i) a set of construction drawings (the "Expansion CD's") covering all work to be performed by Landlord in constructing the Expansion Space Improvements to the Expansion Space in accordance with said space plan, and (ii) a statement of the cost to construct and install the Expansion Space Improvements (the "Expansion Cost Statement"). Tenant acknowledges and agrees that (A) the cost to construct and install the Expansion Space Improvements shall include design fees, (B) the cost to construct and install the Expansion Space Improvements shall include a fee payable to the project's construction manager or general contractor, (C) that such construction manager or general contractor may be a subsidiary, affiliate or employees of Landlord, and (D) said fee shall be included in the Expansion Cost Statement and applied against the Expansion Allowance (as hereinafter defined). Tenant shall have five (5) days after receipt of the Expansion CD's and the Expansion Cost Statement in which to review both the Expansion CD's and the Expansion Cost Statement and to give Landlord written notice of Tenant's approval of the Expansion CD's or its requested changes to the Expansion CD's. Tenant shall have no right to request any changes to the Expansion CD's that would materially alter the exterior appearance or basic nature of the Building or the Building systems. If Tenant fails to approve or request changes to the Expansion CD's within five (5) days after its receipt of the Expansion CD's and the Expansion Cost Statement, then Tenant shall be deemed to have approved the Expansion CD's and the Expansion Cost Statement and the same shall thereupon be final. If Tenant requests any changes to the Expansion CD's, Landlord shall make those changes that are reasonably requested by Tenant and shall within ten (10) days of its receipt of such request submit the revised portion of the Expansion CD's (and, to the extent applicable, the revised Expansion Cost Statement) to Tenant. Tenant may not thereafter disapprove the revised portions of the Expansion CD's unless Landlord has unreasonably failed to incorporate reasonable comments of Tenant and, subject to the foregoing, the Expansion CD's and the Expansion Cost Statement, as modified by said revisions, shall be deemed to be final upon the submission of said revisions to Tenant. Tenant shall at all times in its review of the Expansion CD's and the Expansion Cost Statement, and of any revisions thereto, act reasonably and in good faith. Without limiting the foregoing, Tenant will deliver agrees to confirm Tenant's consent to the Expansion CD's and acknowledge the Expansion Cost Statement in writing within three (3) days following Landlord's written request therefor. (b) Tenant shall be responsible for the cost to construct and install the Expansion Space Improvements only to the extent that the Expansion Cost Statement, taking into account any increases or decreases resulting from Expansion Change Orders (as hereinafter defined), exceeds $35,000 (the "Expansion Allowance"). If the Expansion Cost Statement shows that the cost to construct and install the Expansion Space Improvements exceeds the Expansion Cost Statement (such excess being referred to herein as the "Expansion Space Excess Cost"), Tenant shall pay the Expansion Space Excess Cost to Landlord within ten (10) days following Landlord's written request therefor. Notwithstanding the foregoing, Tenant shall have the option (which option shall be exercised, if at all, by written notice to Landlord within five (5) days following Landlord's delivery of its request for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition payment) to amortize up to $20,000 of the Expansion Space Excess Cost over the remainder of the Initial Term on a straight-line basis at an annual rate of ten percent (10%), which Tenant desires ("Expansion Improvements"). All such final working drawings will: (i) comply with amortization payments shall commence as of the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with first day of the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation calendar month immediately succeeding Landlord's substantial completion of ductwork and additional variable air volume boxes in the Expansion Space (beyond the equipment described above Improvements and thereafter shall be paid monthly in the definition same manner as Base Rent. At the request of the First Floor Shell Condition) which either party, Landlord and Tenant shall be attached to and incorporated enter into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l an amendment to the Lease ----------- with respect to confirming the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods amortization set forth aboveherein. Upon an early termination of this Lease for any reason (including, but not limited to, casualty or condemnation) other than for a Landlord default, Tenant shall not commence performance of any immediately pay to Landlord all accrued and unpaid interest due and payable on the Expansion Improvements in any Space Excess Cost being amortized, together with the unamortized portion of the Expansion Space Excess Cost. Tenant's failure to deliver the payments required in this paragraph shall entitle Landlord to stop the construction and installation of the Expansion Improvements until Landlord has approved such payment is received. In addition, all delinquent payments shall accrue interest at 15% per annum. If the Final Plans for such Expansion ImprovementsAllowance exceeds the Expansion Cost Statement (taking into account any increases or decreases resulting from any Expansion Change Orders), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will such savings shall be the "Final Plans" property of Landlord. (c) Landlord shall provide Tenant with respect a proposed schedule for the construction and installation of the Expansion Improvements and shall notify Tenant of any material changes to said schedule. Tenant agrees to coordinate with Landlord regarding the installation of Tenant's phone and data wiring and any other trade related fixtures that will need to be installed in the Expansion Space prior to substantial completion thereof, which for purposes of this SECTION 4.5 shall mean completion of construction of the Expansion Space Improvements, subject only to punchlist items to be identified by Landlord and Tenant in a joint inspection of the Expansion Space. (d) Tenant shall have the right to request changes to the Expansion ImprovementsCD's at any time by way of written change order (each, an "Expansion Change Order", and collectively, "Expansion Change Orders"). Provided such Expansion Change Order is reasonably acceptable to Landlord, Landlord shall prepare and submit promptly to Tenant a memorandum setting forth the impact on cost and schedule resulting from said Expansion Change Order (the " Expansion Change Order Memorandum of Agreement"). Tenant is solely responsible for determining whether or not it is a public accommodation and for compliance with ADA shall, within three (3) business days following Tenant's receipt of the Expansion Space. Tenant's approval Change Order Memorandum of Agreement, either (i) execute and return the Final Plans constitutes an acknowledgment by Tenant that they comply with ADA and all other applicable codesExpansion Change Order Memorandum of Agreement to Landlord, lawsin which case the Expansion Cost Statement shall be deemed modified automatically to take into account said Expansion Change Order, rules, regulations and statutes. Landlord's approal of the plans, specifications and working drawings or (ii) retract its request for the Expansion Improvements Change Order. If, after taking the Expansion Change Order into account, the cost to construct and install the Expansion Space Improvements, will exceed the Expansion Allowance, then, at Landlord's option, Tenant shall create no responsibility pay to Landlord (or liability on the part of Landlord for their completenessLandlord's designee), design sufficiencywithin fifteen (15) days following Landlord's request, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes increase in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings cost to construct and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into install the Expansion ImprovementsImprovements resulting from the Expansion Change Order, as set forth in the Expansion Change Order Memorandum of Agreement. Tenant Landlord shall not be obligated to utilize building standard materials in connection with the Expansion Improvements, provided that the materials selected by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes of Class A office space in the Tysons Corner submarket. (b) The Expansion Improvements shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the terms of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5. (c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by Landlord in accordance with the following procedures: 1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms commence any work set forth below. in an Expansion Change Order until such time as Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"). 2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be has delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a total Change Order Memorandum of $153,033.30Agreement executed by Tenant and, if applicable, Tenant has paid Landlord in full for any such previously unpaid Approved Invoices shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar month. 4. Upon completion of increase in the Expansion Improvements and delivery by Tenant to Landlord of: (i) a Certificate of Occupancy for the Expansion Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of the Expansion Improvements totaling at least the amount requested by Tenant, Landlord will pay such Invoices to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaidCost Statement.

Expansion Space Improvements. (a) Following Landlord's delivery of ---------------------------- possession 1.1.1 Tenant hereby acknowledges and agrees that on December 19, 2006, Landlord delivered to Tenant at that portion of the Expansion Space Premises located in the Building at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxxx (the “Carpet Delivery Date”) the new carpeting described in Section 1 of Exhibit B to Tenantthe Second Amendment (the “Carpeting”). Notwithstanding anything in the Second Amendment to the contrary, TenantLandlord shall have no obligation to install the Carpeting at the Premises nor to provide any allowance or other incentive in connection with the same, subject to except as expressly provided below. On or before June 1, 2007, Tenant shall install the Carpeting at the Premises in accordance with the terms and conditions hereof and otherwise in accordance with the terms of this Paragraph 5, will construct the Lease. Landlord shall have the right to approve the contractor to be retained by Tenant to install the Carpeting in the Expansion Space Premises. Tenant shall be responsible for all improvements elements of the installation of the Carpeting at the Premises. Landlord’s approval of the contractors to install the Carpeting shall not be unreasonably withheld. Provided Tenant is not in default under the Lease, as amended hereby, beyond any applicable notice and alterations beyond cure periods, Landlord agrees to contribute up to $37,992.00 (“Landlord’s Contribution”) toward the First Floor Shell Condition cost of such Expansion Space pursuant to installing the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant Carpeting in the Expansion SpacePremises. Within Landlord’s Contribution shall be paid to Tenant within thirty (30) days after following receipt by Landlord of (a) receipted bills covering all labor expended in connection with the Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition installation of the Expansion Space which Carpeting in the Premises; (b) a sworn contractor’s affidavit from the contractor and a request to disburse from Tenant desires containing an approval by Tenant of the work done; ("Expansion Improvements"). All such c) full and final working drawings will: waivers of lien; and (id) comply the certification of Tenant and its contractor that the Carpeting has been installed in a good and workmanlike manner and in accordance with the ADA and all other applicable codes, laws, rulescodes and ordinances. Landlord’s Contribution shall be disbursed in the amount reflected on the receipted bills meeting the requirements above. Notwithstanding anything herein to the contrary, regulations and statutes, (ii) Landlord shall not be consistent with obligated to disburse any portion of Landlord’s Contribution during the terms and limitations set forth in Exhibit L to continuance of an uncured default under the Lease, (iii) include the --------- installation of ductwork as amended hereby, and additional variable air volume boxes in the Expansion Space (beyond the equipment described above in the definition of the First Floor Shell Condition) which Landlord’s obligation to disburse shall be attached to only resume when and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Tenant shall not commence performance of any Expansion Improvements in any portion of the Expansion Space until Landlord has approved the Final Plans for if such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Improvementsdefault is cured. Tenant is solely responsible for determining whether or not it is a public accommodation the condition and for compliance with ADA within the Expansion Space. Tenant's approval repair of the Final Plans constitutes an acknowledgment by Tenant that they comply with ADA Carpeting and all other applicable codes, laws, rules, regulations and statutesany damage caused to the Carpeting. Landlord's approal None of the plans, specifications Indemnities (as defined in Article 21 of the Original Lease) shall be liable and working drawings Tenant hereby waives all claims against them for any damage to the Expansion Improvements shall create no responsibility Carpeting (except to the extent the same is caused by the gross negligence or liability on willful misconduct of Landlord) and/or injury caused by the part presence of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes such Carpeting in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion ImprovementsPremises. Tenant shall not be obligated protect, indemnify and hold the Indemnitees harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of any damage to utilize building standard materials in connection with the Expansion Improvements, provided that Carpeting (excluding any damage caused by the materials selected gross negligence or willful misconduct of Landlord) and/or any injury caused by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes presence of Class A office space the Carpeting in the Tysons Corner submarket. (b) Premises. The Expansion Improvements foregoing provisions of this Section 1.1 shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with survive the terms termination of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5amended hereby, with respect to any claims or liability accruing prior to such termination. (c) Tenant will bear all costs relating 1.1.2 Notwithstanding anything herein or in the Second Amendment to the contrary, Tenant hereby acknowledges and agrees that (a) except with respect to the performance of any restoration or repairs on the base Building systems in the Expansion Improvements, including Space required of Landlord pursuant to Section 9 of the "Tenant's Costs," Second Amendment (as defined referenced in Paragraph C 3 of Exhibit C B to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance Second Amendment) ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by Landlord in accordance with the following procedures: 1. Tenantforegoing exception referred to herein as the “Exception”), as construction managerof the Carpet Delivery Date, will enter into contracts Landlord has fully satisfied Landlord’s obligations with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject respect to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"). 2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a total of $153,033.30, any such previously unpaid Approved Invoices shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar month. 4. Upon completion of the Expansion Space Improvements set forth in Exhibit B to the Second Amendment and delivery by Tenant hereby waives any claims against the Indemnitees with respect to any Expansion Space Improvements described in Exhibit B to the Second Amendment that were not complete as of the Carpet Delivery Date, and (b) Tenant hereby accepts the Expansion Space in its as-is condition as of the Carpet Delivery Date, except with respect to the Exception. 1.1.3 Landlord ofand Tenant acknowledge and agree that, notwithstanding anything set forth herein to the contrary, the following obligation of Landlord pursuant to Paragraph 1 of Exhibit B to the Second Amendment shall remain in full force and effect: (i) a Certificate of Occupancy Landlord’s obligation to obtain from the appropriate governmental authorities all approvals necessary for the Expansion Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials occupancy of the Premises with respect to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of Space Improvements actually performed by Landlord or its contractors in the Expansion Improvements totaling at least Space (the amount requested by Tenant, Landlord will pay such Invoices fifth sentence of Paragraph 1 of Exhibit B to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaidSecond Amendment).

Expansion Space Improvements. If Tenant timely exercises the Expansion Option, Landlord shall cause to be constructed, in a good workmanlike manner, the improvements (the “Expansion Space Improvements”) in the Expansion Space in accordance with plans and specifications approved by Tenant and Landlord (the “Plans”), which approvals shall not be unreasonably withheld, conditioned or delayed. The Expansion Space Improvements shall be performed at the Tenant’s cost, subject to the Landlord’s Contribution (hereinafter defined). Landlord shall cause the Plans to be prepared, at Tenant’s cost, by a registered professional architect, and mechanical and electrical engineer(s). Within thirty (30) days after Tenant’s providing to Landlord the preliminary space plans for the Expansion Space and such other information reasonably required by Landlord to commence preparation of the Plans, Landlord shall furnish the initial draft of the Plans to Tenant for Tenant’s review and approval. Tenant shall, within ten (10) days after receipt, either provide comments to such Plans or approve the same. Tenant shall be deemed to have approved such Plans if it does not provide comments on such Plans within such 10-day period. If Tenant timely provides Landlord with comments to the initial draft of the Plans, Landlord shall provide revised Plans to Tenant incorporating Tenant’s comments within one (1) week after receipt of Tenant’s comments. Tenant shall, within five (5) business days after receipt, then either provide comments to such revised Plans or approve such Plans. Tenant shall be deemed to have approved such revised Plans if Tenant does not provide comments on such Plans within such 5-day period. The process described above shall be repeated, if necessary, until the Plans have been finally approved by Tenant and Landlord. Landlord hereby agrees that the Plans for the Expansion Space Improvements shall comply with all applicable Governmental Requirements. Tenant acknowledges that any non-building standard improvement required by Tenant as part of the Expansion Space Improvements shall be subject to Tenant’s removal and restoration, at the option of Landlord, at the expiration or earlier termination of the Term of this Lease. Once the Plans have been finally approved, Landlord will promptly prepare all necessary construction drawings for the construction of the Expansion Space Improvements. Upon the completion of such construction drawings, Landlord shall submit the same to Tenant for its approval. Tenant shall, within five (5) days after receipt, then either provide comments to such drawings or approve the same. Tenant shall be deemed to have approved such drawings if Tenant does not provide comments thereto within such 5-day period. If Tenant timely provides any comments to such drawings, Landlord shall revise such drawings and resubmit the same to Tenant for its review and approval. Until such time as Landlord and Tenant mutually approve such construction drawings, the process described above shall be repeated as reasonably necessary, and both Landlord and Tenant agree to act in good faith in order to derive mutually acceptable construction drawings for the construction of the Expansion Space Improvements. After the mutual approval of the construction drawings, Landlord shall submit the drawings for construction bid to three (3) contractors mutually selected by Landlord and Tenant, and Landlord and Tenant shall thereafter mutually select the contractor (the “Contractor”) to construct the Expansion Space Improvements, which selection shall be based on both (i) the amount of the bid received from such Contractor and (ii) such Contractor’s satisfaction of criteria reasonably required by Landlord and Tenant (e.g., insurance coverage, providing of performance bonds, performance history and ability to timely complete). If the Contractor’s bid exceeds Landlord’s Contribution, Tenant shall either (i) agree to pay to Landlord all costs of construction exceeding Landlord’s Contribution or (ii) modify the Plans (subject to Landlord’s reasonable approval) so that the construction costs shall not exceed Landlord’s Contribution. Landlord reserves the right to require the Contractor to use certain preferred subcontractors selected by Landlord. In the event Tenant and Landlord cannot agree upon a Contractor, Tenant and Landlord agree to repeat the selection process set forth above until such Contractor is chosen. Once the Plans and all construction drawings relative thereto have been finalized and approved by Tenant and Landlord, Landlord shall promptly submit the same to the appropriate governmental authorities for the issuance of all necessary building permits. Subject to Tenant’s execution of the lease amendment contemplated under Subsection A.5 below and Landlord’s receipt of any additional security deposit determined pursuant to Subsection A.4 below, Landlord shall use commercially reasonable efforts to cause the Expansion Space Improvements to be substantially completed, except for minor mechanical adjustments or minor details of construction which do not interfere or unreasonably inconvenience Tenant’s use of the Premises (“Punch List Items”), by February 1, 2007, subject to Tenant Delay (as defined below) and Force Majeure. The date on which the Expansion Space Improvements are substantially completed (defined below), or would have been substantially completed but for any Tenant Delays, shall be referred to herein as the “Expansion Space Commencement Date.” Landlord, or an agent of Landlord, shall provide project management services in connection with the construction of the Expansion Space Improvements and the Change Orders (hereinafter defined). Such project management services shall be performed, at Tenant’s cost, for a fee of three percent (3%) of all costs related to the preparation of the Plans and the construction of the Expansion Space Improvements and the Change Orders. If, prior to the Expansion Space Commencement Date, Tenant shall require improvements or changes (individually or collectively, “Change Orders”) to the Expansion Space in addition to, revision of, or substitution for the Expansion Space Improvements, Tenant shall deliver to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed, plans and specifications for such Change Orders. If Landlord does not approve of the plans for Change Orders, Landlord shall advise Tenant of the revisions required. Tenant shall revise and redeliver the plans and specifications to Landlord within five (5) business days of Landlord’s advice or Tenant shall be deemed to have abandoned its request for such Change Orders. Tenant shall pay for all preparations and revisions of plans and specifications, and the construction of all Change Orders, subject to Landlord’s Contribution. Landlord shall contribute an amount not to exceed $10.00 per Rentable Square Foot of the Expansion Space (“Landlord’s Contribution”) toward the costs actually incurred for the Expansion Space Improvements and Change Orders (including, without limitation, all architectural, engineering, construction, construction management and permitting fees); provided, however, that Tenant may utilize, at its discretion, portions of the Landlord’s Contribution for any costs incurred by Tenant in connection with Expansion Space Improvements or occupation of the Expansion Space, including, costs of management services, professional fees, recabling, moving expenses, space planning, interior design and construction drawings. Subject to the foregoing, Landlord has no obligation to pay for costs of the Expansion Space Improvements or Change Orders in excess of Landlord’s Contribution. Any portion of Landlord’s Contribution remaining after the completion of the construction of the Expansion Space Improvements, up to an amount equal to $3.00 per Rentable Square Foot of the Expansion Space, shall be credited against the Rent next coming due, any portion of Landlord’s Contribution remaining thereafter shall be retained by Landlord. If the cost of the Expansion Space Improvements and/or Change Orders exceeds the Landlord’s Contribution, Tenant shall pay one-half of such overage to Landlord prior to commencement of construction of the Expansion Space Improvements and/or Change Orders and shall pay the remainder upon the Completion Date. The parties acknowledge and agree that the Expansion Space Commencement Date of the Lease shall not occur prior to the date that the Expansion Space Improvements have been substantially completed (the “Completion Date”); provided, however, the Expansion Space Commencement Date shall not be deferred to or beyond the Completion Date to the extent that any one or more of the following (a “Tenant Delay”), has caused the Completion Date to occur after February 1, 2007: (a) Following Tenant’s request for Change Orders to the extent such Change Orders actually cause a delay and not caused by Landlord or Landlord's delivery ’s Contractor; (b) Contractor’s performance of ---------------------------- any Change Orders, to the extent a delay results directly from the Change Order; (c) Tenant’s request for materials, finishes or installations requiring unusually long lead times and not resulting from Contractor’s failure to plan for such long lead times; (d) Tenant’s delay in reviewing, revising or approving plans and specifications beyond the periods set forth herein; (e) Tenant’s delay in providing information critical to the normal progression of the project. Tenant shall provide such information as soon as reasonably possible, but in no event longer than one week after receipt of such request for information from the Landlord; (f) Tenant’s delay in making payments to Landlord for costs of the Expansion Space Improvements and/or Change Orders in excess of the Landlord’s Contribution; or (g) any other act or omission by Tenant, its agents, contractors or persons employed by any of such persons, to the extent a delay results therefrom. Landlord agrees to use reasonable efforts to notify Tenant of any circumstances or acts or omissions of Tenant that constitute a Tenant Delay hereunder. If the Completion Date occurs after February 1, 2007, and such delay has resulted from a Tenant Delay, then, for purposes of this Lease, the Completion Date shall be deemed to be the date, determined by the Contractor and the architect, on which the Expansion Space Improvements would have been substantially completed but for any Tenant Delay (but in no event earlier than February 1, 2007). For purposes hereof, the Expansion Space Improvements shall be deemed to be “substantially completed” at such time as Landlord has certified to Tenant that (i) Landlord has completed the Expansion Space Improvements in substantial conformance with the Plans and all Governmental Requirements, subject only to Punch List Items, (ii) Landlord has tendered possession of the Expansion Space to Tenant, and (iii) Landlord has obtained any required certificates of occupancy necessary to permit Tenant to occupy the Expansion Space. If the Completion Date does not occur until after June 1, 2007, and such delay has resulted from Landlord’s or Landlord’s agents’, employees’ or contractors’ acts or omissions, then, for every day after June 1, 2007, the Completion Date is delayed, one day of Rent shall be credited to the Rent becoming due for the Expansion Space after the Expansion Space Commencement Date. Landlord at its discretion may permit Tenant and its agents to enter the Expansion Space prior to the Completion Date to prepare the Expansion Space for Tenant’s use and occupancy. Any such permission shall constitute a license only, conditioned upon Tenant’s: (a) working in harmony with Landlord and Landlord’s agents, contractors, workmen, mechanics and suppliers and with other tenants and occupants of the Building; (b) obtaining in advance Landlord’s approval of the contractors proposed to be used by Tenant and depositing with Landlord in advance of any work (i) security satisfactory to Landlord for the completion thereof, and (ii) the contractor’s statement of the scope of work to be performed (or a copy of its construction contract with Tenant) and the form of lien waivers intended to be utilized by the contractor and all subcontractors and suppliers of material; and (c) furnishing Landlord with such insurance as Landlord may require against liabilities which may arise out of such entry. In the event the Completion Date occurs prior to the Expansion Space Commencement Date, Tenant may occupy the Expansion Space and all the terms and provisions of this Lease shall apply to Tenant except for the payment of Rent, which shall begin on the Expansion Space Commencement Date. Landlord shall have the right to withdraw such license for any reason upon twenty-four (24) hours’ written notice to Tenant. Landlord shall not be liable in any way for any injury, loss or damage which may occur to any of Tenant’s property or installations in the Expansion Space prior to the Commencement Date. Tenant shall protect, defend, indemnify and save harmless Landlord from all liabilities, costs, damages, fees and expenses arising out of the activities of Tenant or its agents, contractors, suppliers or workmen in the Expansion Space or the Building. Any entry and occupation permitted under this Section shall be governed by Section 5 and all other terms of the Lease. Terms used in this Appendix F shall have the meanings assigned to them in the Lease. The terms of this Appendix F are subject to the terms of this Paragraph 5, will construct in the Expansion Space all improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant in the Expansion Space. Within thirty (30) days after the Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition of the Expansion Space which Tenant desires ("Expansion Improvements"). All such final working drawings will: (i) comply with the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation of ductwork and additional variable air volume boxes in the Expansion Space (beyond the equipment described above in the definition of the First Floor Shell Condition) which shall be attached to and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Tenant shall not commence performance of any Expansion Improvements in any portion of the Expansion Space until Landlord has approved the Final Plans for such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Improvements. Tenant is solely responsible for determining whether or not it is a public accommodation and for compliance with ADA within the Expansion Space. Tenant's approval of the Final Plans constitutes an acknowledgment by Tenant that they comply with ADA and all other applicable codes, laws, rules, regulations and statutes. Landlord's approal of the plans, specifications and working drawings for the Expansion Improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion Improvements. Tenant shall not be obligated to utilize building standard materials in connection with the Expansion Improvements, provided that the materials selected by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes of Class A office space in the Tysons Corner submarket. (b) The Expansion Improvements shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the terms of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5. (c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by Landlord in accordance with the following procedures: 1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"). 2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a total of $153,033.30, any such previously unpaid Approved Invoices shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar month. 4. Upon completion of the Expansion Improvements and delivery by Tenant to Landlord of: (i) a Certificate of Occupancy for the Expansion Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of the Expansion Improvements totaling at least the amount requested by Tenant, Landlord will pay such Invoices to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaid.

Expansion Space Improvements. (a) Following Landlord's delivery of ---------------------------- possession of a. In conjunction with the Third Amendment, Landlord agrees to provide Tenant an “Expansion Space to Tenant, Tenant, subject to the terms Improvement Allowance” of this Paragraph 5, will construct in the Expansion Space all improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant $5.00 per Rentable Square Foot contained in the Expansion Space. Within The Expansion Space Improvement Allowance shall be applied to all hard construction costs and architectural and engineering costs Tenant incurs in designing and constructing the Expansion Space improvements (the “Expansion Space Improvements”) pursuant to Landlord approved plans and specifications (the “Construction and Design Costs”). Prior to construction, Tenant shall have obtained Landlord’s written approval of the Expansion Space Plans and Specifications. The Expansion Space Improvement Allowance shall not be used for Tenant’s moving expenses, decorating, furnishings, trade fixtures or office equipment. Landlord shall retain any portion of the Expansion Space Improvement Allowance that has not been paid or is not otherwise committed pursuant to the approved Expansion Space Improvement Plans and Specifications as of the date the Expansion Space Improvements are completed. Landlord shall reimburse Tenant for its Construction and Design Costs, up to the maximum amount of the Expansion Space Improvement Allowance, within thirty (30) days after the Expansion Effective Datereceipt of an invoice therefor; provided, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition of the Expansion Space which Tenant desires ("Expansion Improvements"). All such final working drawings will: (i) comply with the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation of ductwork and additional variable air volume boxes in the Expansion Space (beyond the equipment described above in the definition of the First Floor Shell Condition) which shall be attached to and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Tenant shall not commence performance of any Expansion Improvements in any portion of the Expansion Space until Landlord has approved the Final Plans for such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Improvements. Tenant is solely responsible for determining whether or not it is a public accommodation and for compliance with ADA within the Expansion Space. Tenant's approval of the Final Plans constitutes an acknowledgment by Tenant that they comply with ADA and all other applicable codes, laws, rules, regulations and statutes. Landlord's approal of the plans, specifications and working drawings for the Expansion Improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion Improvements. Tenant shall not be obligated to utilize building standard materials in connection with the Expansion Improvements, provided that the materials selected by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes of Class A office space in the Tysons Corner submarket. (b) The Expansion Improvements shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the terms of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5. (c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord’s reimbursement obligation is contingent upon Tenant providing Landlord will credit against with copies of Tenant’s paid invoices and lien waivers from all contractors, subcontractors and suppliers, and such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by additional supporting documents as Landlord in accordance with the following procedures:may reasonably request. 1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, b. Tenant will be responsible for all Tenant's Construction and Design Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"). 2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion excess of the Expansion Space Improvement Allowance remains unpaid up and Tenant shall pay, prior to delinquency, all such excess costs directly to Tenant’s contractors. Section 4.1 (a) is hereby amended to provide that, as of the Expansion Space Commencement Date, Tenant shall be entitled to the nonexclusive use of an additional four (4) unreserved and non-exclusive Parking Spaces on the Property per 1,000 rentable square feet of the Expansion Space (for a total of $153,033.30twenty-nine (29) additional Parking Spaces) during the Term, any such previously unpaid Approved Invoices for a total of one hundred forty four (144) Parking Spaces during the Term, which includes the five (5) reserved and the additional Parking Spaces. 9. The Lease is hereby ratified and confirmed in all respects as being in full force and effect, as modified by this Third Amendment. 10. This Third Amendment may be executed in two or more counterparts, all of which, taken together, shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar monthdeemed to be one complete agreement. Facsimile signatures shall be deemed to be originals. 4. Upon completion of the Expansion Improvements and delivery by Tenant to Landlord of: (i) a Certificate of Occupancy for the Expansion Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of the Expansion Improvements totaling at least the amount requested by Tenant, Landlord will pay such Invoices to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaid.

Expansion Space Improvements. Within 30 days after the Expansion Space Lease is executed, Landlord will prepare and submit to Tenant for its review preliminary plans and outline specifications (athe "Expansion Outline Specifications") Following Landlord's delivery for the construction of ---------------------------- possession the shell of the Expansion Space to Tenant, Tenant, subject to (the terms of this Paragraph 5, will construct in "Expansion Shell") and the Expansion Space all interior improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant in the Expansion Space. Within thirty (30) days after the Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition of the Expansion Space which Tenant desires (the "Expansion ImprovementsInterior") (which must be acceptable to Landlord and Tenant and provide for improvements that can be constructed for a Total Expansion Cost of not more than $32 per square foot). All Tenant shall notify Landlord whether it approves of the submitted Expansion Outline Specifications within 14 days after Landlord's submission thereof. If Tenant disapproves of the Expansion Outline Specifications, then Tenant shall give Landlord notice thereof specifying in detail the reasons for such final working drawings will: disapproval, in which case Landlord shall amend the submitted Expansion Outline Specifications and redeliver to Tenant for its approval within 10 days after receiving Tenant's notice disapproving the submitted Expansions Outline Specifications. This process shall be repeated until the Expansion Outline Specifications have been finally approved. Within 15 days after Landlord and Tenant have approved the Expansion Outline Specifications, Landlord shall submit to Tenant a written preliminary estimate of the Total Expansion Costs (i) comply with which shall be based in part upon the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with lowest qualified estimates among those obtained by Landlord from at least four contractors for the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation cost of ductwork and additional variable air volume boxes in constructing the Expansion Space (beyond the equipment described above in the definition of the First Floor Shell Condition) which shall be attached to and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, Tenant shall not commence performance of any Expansion Improvements in any portion of the Expansion Space until Landlord has approved the Final Plans for such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are met. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Improvements. Tenant is solely responsible for determining whether or not it is a public accommodation and for compliance with ADA within the Expansion Space. Tenant's approval of the Final Plans constitutes an acknowledgment by Tenant that they comply with ADA and all other applicable codes, laws, rules, regulations and statutes. Landlord's approal of the plans, specifications and working drawings for the Expansion Improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans (the "Tenant Changes"), Tenant must present Landlord with revised drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into the Expansion Improvements. Tenant shall not be obligated to utilize building standard materials in connection with the Expansion Improvements, provided that the materials selected by Tenant shall be subject to Landlord's prior written approval and shall be consistent with the design and finishes of Class A office space in the Tysons Corner submarket. (b) The Expansion Improvements shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the terms of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5. (c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by Landlord in accordance with the following procedures: 1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"Outline Specifications). 2. Tenant shall submit to either approve or disapprove of such preliminary estimate Tenant JJ Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a total of $153,033.30, any such previously unpaid Approved Invoices shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar month. 4. Upon completion of the Expansion Improvements and delivery by Tenant to Landlord of: (i) a Certificate of Occupancy for the Expansion Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of the Expansion Improvements totaling at least the amount requested by Tenant, Landlord will pay such Invoices to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaid.JH 36

Expansion Space Improvements. Within 30 days after the Expansion ---------------------------- Space Lease is executed, Landlord will prepare and submit to Tenant for its review preliminary plans and outline specifications (athe "EXPANSION OUTLINE ----------------- SPECIFICATIONS") Following Landlord's delivery for the construction of ---------------------------- possession the shell of the Expansion Space to Tenant, Tenant, subject to (the terms of this Paragraph 5, will construct in -------------- "EXPANSION SHELL") and the Expansion Space all interior improvements and alterations beyond the First Floor Shell Condition of such Expansion Space pursuant to the plans and specifications which are approved by Landlord prior to the commencement of any work by Tenant in the Expansion Space. Within thirty (30) days after the Expansion Effective Date, Tenant will deliver to Landlord for approval final working drawings and specifications for all improvements and alterations beyond the First Floor Shell Condition of the Expansion Space (the ---------------- "EXPANSION INTERIOR") (which must be acceptable to Landlord and Tenant desires ("and ------------------- provide for improvements that can be constructed for a Total Expansion Improvements"Cost of not more than $100 per square foot, unless Tenant agrees in writing to pay the total Expansion Cost in excess of such amount). All Tenant shall notify Landlord whether it approves of the submitted Expansion Outline Specifications within 14 days after Landlord's submission thereof. If Tenant disapproves of such final working drawings will: Expansion Outline Specifications, then Tenant shall notify Landlord thereof specifying in detail the reasons for such disapproval, in which case Landlord shall amend the submitted Expansion Outline Specifications and deliver them to Tenant for its approval within ten days after receiving Tenant's notice disapproving the submitted Expansion Outline Specifications. This process shall be repeated until the Expansion Outline Specifications have been finally approved. Within 15 days after Landlord and Tenant have approved the Expansion Outline Specifications, Landlord shall submit to Tenant a written preliminary estimate of the Total Expansion Costs (i) comply with which shall be based in part upon the ADA and all other applicable codes, laws, rules, regulations and statutes, (ii) be consistent with lowest qualified estimates of at least four contractors' written preliminary estimates of the terms and limitations set forth in Exhibit L to the Lease, (iii) include the --------- installation cost of ductwork and additional variable air volume boxes in constructing the Expansion Space (beyond in accordance with the equipment described above in Expansion Outline Specifications solicited by Landlord). Tenant shall either approve or disapprove of such preliminary estimate within ten days after Tenant's receipt thereof. If Tenant disapproves the definition estimate, then Tenant shall notify Landlord of the First Floor Shell Condition) reasons for such disapproval, in which case Landlord shall attempt to address Tenant's reasons for disapproval and resubmit the preliminary estimate to Tenant within ten days after Landlord's receipt of Tenant's disapproval. This process shall be attached to and incorporated into the Building's HVAC system serving the Expansion Space; (iv) be substantially consistent with the Improvements described in the Exhibit C-l to the Lease ----------- with respect to the third and fifth floor portions of the Premises. All plans for the Expansion Improvements require Landlord's prior written approval (and notwithstanding any time periods set forth above, repeated until Tenant shall not commence performance of any Expansion Improvements in any portion of the Expansion Space until Landlord has approved the Final Plans for such Expansion Improvements), which approval will not be unreasonably withheld provided that the foregoing conditions are metpreliminary estimate. As modified by any Landlord-required changes, the final working drawings will be the "Final Plans" with respect to the Expansion Improvements. Tenant is solely responsible for determining whether or not it is a public accommodation and for compliance with ADA within the Expansion Space. Upon receipt of Tenant's approval of the Final Plans constitutes an acknowledgment by Tenant that they comply with ADA preliminary estimate, Landlord shall proceed to prepare detailed plans and all other applicable codes, laws, rules, regulations and statutes. Landlord's approal of the plans, specifications and working drawings for the Expansion Improvements shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any codes, laws, rules, regulations or statutes of governmental agencies or authorities. If Tenant requires any changes in the Final Plans Space (the "Tenant ChangesEXPANSION PLANS AND SPECIFICATIONS"), Tenant must present Landlord with revised including, ---------------------------------- without limitation, working drawings, construction drawings, electrical, plumbing and mechanical drawings and specifications. If Landlord approves the Tenant Changes, Tenant will incorporate such changes into necessary to construct the Expansion ImprovementsShell and the Expansion Interior. After Landlord and Tenant have approved the Expansion Plans and Specifications, if Landlord believes that the actual cost to complete the Expansion Space exceeds the preliminary estimates by more than 10%, Landlord shall not be obligated submit to utilize building standard materials Tenant Landlord's written estimate of the cost of constructing such improvements in accordance with the completed Expansion Plans and Specifications. Upon receipt of Tenant's approval of any such revised estimate, Landlord shall construct the improvements depicted thereon in the same manner as provided in this Exhibit. "TOTAL EXPANSION COSTS" shall mean all soft and hard --------------------- costs incurred in connection with the design and construction of the improvements for the Expansion ImprovementsSpace in question, provided that including, without limitation, all architecture, engineering, contractors, market leasing (not to exceed 6.75% of the materials selected by Tenant anticipated base rent due for the Expansion Space for the full term of the lease thereof), development fees (not to exceed 3% of total construction costs), brokerage and legal fees and expenses (however, Total Expansion Costs shall be subject to Landlord's prior written approval not include any brokerage commissions other than the market leasing fee described above), any interest expense, tax and shall be consistent insurance payments incurred during such construction process, and any loan or mortgage fees, and any other costs, fees or expenses incurred with the design and finishes of Class A office space in the Tysons Corner submarket. (b) The Expansion Improvements shall be performed by Tenant, at its sole cost and expense (subject to partial reimbursement in accordance with the terms of subparagraph (c) below) and in accordance with the terms of Section ------- 3.1(c) of the Lease and Paragraphs B and D of Exhibit C to the Lease, as ------ ------------------ --------- modified and clarified by the following terms of this Paragraph 5. (c) Tenant will bear all costs relating to the Expansion Improvements, including the "Tenant's Costs," as defined in Paragraph C of Exhibit C to the ----------- --------- Lease, provided however, that Landlord will credit against such Tenant's Costs an allowance ("Expansion Improvement Allowance") of $170,037.00, which Expansion Improvement Allowance shall be paid by Landlord in accordance with the following procedures: 1. Tenant, as construction manager, will enter into contracts with all contractors and subcontractors performing the Expansion Improvements. As such, Tenant will be responsible for all Tenant's Costs associated with the Expansion Improvements, subject to partial reimbursement in accordance with the terms set forth below. Tenant will approve in writing and thereafter submit to Landlord for payment invoices from Tenant's contractors and subcontractors who have performed work and delivered materials in connection with the Expansion Improvements (which may include, in addition to hard construction costs, only the following "soft" costs associated with the Improvements: architectural, design and engineering fees, the cost of procuring permits and Reimbursable Generator Costs (subject to the terms of Exhibit C to the --------- Lease) (collectively, "Approved Invoices"). 2. Tenant shall submit to Landlord from time to time Approved Invoices accompanied by partial lien waivers (in form reasonably acceptable to Landlord) from all contractors and subcontractors submitting such Invoices. Such Invoices and accompanying lien waivers shall be delivered to Landlord on or before the fifteenth (15/th/) day of each calendar month. 3. To the extent that any portion of the Expansion Improvement Allowance remains unpaid up to a total of $153,033.30, any such previously unpaid Approved Invoices shall be paid by Landlord on or before the thirtieth (30/th/) day of the immediately succeeding calendar monthSpace. 4. Upon completion of the Expansion Improvements and delivery by Tenant to Landlord of: (i) a Certificate of Occupancy for the Expansion Space, (ii) full and complete lien waivers from all contractors or subcontractors performing work or delivering materials with respect to the Expansion Improvements, and (iii) previously unpaid Approved Invoices for work and materials forming a part of the Expansion Improvements totaling at least the amount requested by Tenant, Landlord will pay such Invoices to the extent that any portion of the total Improvement Allowance $170,037.00 remains unpaid.