**Annual Base**  **Annual Base Rent**  **Monthly Base**   **Rent for the**  **Per Rentable**  **Rent for the** **Period** **entire Premises***  **Square Foot**  **entire Premises***              From the RentCommencement Datethrough the lastday of the 42ndcalendar monthafter the initialCommencement Date. $2,887,225.00  $25.00  $240,602.08              From the first dayof the 43rdcalendar monthafter theCommencement Datethrough the lastday of the 78thcalendar monthafter the initialCommencement Date $3,118,203.00  $27.00  $259,850.25              From the first dayof the 79thcalendar monthafter the initialCommencement Datethrough theexpiration of theterm of this Lease $3,383,827.70  $29.30  $281,985.64  * In the event that the Office Portion (other than the Expansion Space), Lab Portion,and Expansion Space Rent Commencement Dates do not occur on the same day, the Annual BaseRent and Monthly Base Rent shall be apportioned among such areas based on rentable squarefeet.     If any Rent Commencement Date is other than the first day of the month, then, withrespect to the partial month following such Rent Commencement Date, Tenant shall pay toLandlord on the applicable Rent Commencement Date a pro-rated share of the Base Rent thatwould have otherwise been payable for such month (based on the number of days remaining insuch month) had such Rent Commencement Date occurred on the first day of such month.”4. Additional Rent. Commencing on the date that is nine months following the CommencementDate for the Office Portion, Tenant’s Pro Rata Share shall increase to 45.55% with respect to theOffice Portion and 64.15% with respect to the entire Premises. Any
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electricity for the Expansion Space shall be payable pursuant to Section 3.01 of the Leasecommencing on the Commencement Date for the Office Portion.5. Condition of Premises and Finish Work Allowance.     (a) Landlord shall deliver the Expansion Space to Tenant in its “as is” condition, andLandlord shall have no obligation to undertake any Finish Work or provide any Finish Work Allowancewith respect to the Expansion Space, except as otherwise expressly provided in this Section 5.     (b) Landlord shall provide Tenant with an allowance for the costs (the “ES AllowanceCosts”) of the work (the “Expansion Space Work”) necessary to prepare the ExpansionSpace for Tenant’s initial occupancy (including the costs of constructing such Expansion Space Work(the “Hard Costs”) and architectural and engineering fees incurred in the design of suchExpansion Space Work), Tenant’s outside legal fees incurred in connection with the Lease and theFirst Amendment to Lease, Tenant’s third party expenses to move into the Premises and to thepurchase and installation of data and telecommunications cabling, signage, equipment, tradefixtures and/or furniture in the Premises) in an amount not to exceed$823,716.00 (i.e., $54.00 per rentable squarefoot of the Expansion Space (the “ES WorkAllowance”). At least $686,430.00 of the ES Work Allowance(i.e., $45.00 per rentable square foot of the Expansion Space (the “ES Minimum ExpenditureThreshold”) must be spent on Hard Costs for the Expansion Space Work. All costs for theExpansion Space Work in excess of the ES Work Allowance shall be paid for entirely by Tenant, andLandlord shall not provide any reimbursement or allowance therefore, provided, however, that anyportion of the ES Work Allowance in excess of the ES Minimum Expenditure Threshold and not appliedtowards the Expansion Space Work may be applied towards the Lab Portion at Tenant’s election.     Landlord shall disburse funds to Tenant for ES Allowance Costs incurred by Tenant withinforty-five (45) days of Tenant’s request (which request may not be made more than once per month)if such request is submitted at least five (5) business days prior to the day on which Landlord isto submit its monthly requisition for loan disbursement to its construction lender if the followingconditions have been fully satisfied: (a) no Event of Default then exists and; (b) Landlord shallhave no reason to believe that any work for which payment is requisitioned has not been properlycompleted and (c) Tenant shall have complied with any other reasonable requirements of Landlord’sconstruction lender for disbursement of ES Allowance Costs that are comparable to requirementsapplicable to disbursements of funds for Base Building Work (but excluding requirements that areclearly inapplicable to Tenant or the work to which such ES Allowance Costs relate, such as arequirement that there be no borrower default under the loan documents). Requests for disbursementof the ES Work Allowance that are not timely submitted or for which any of the conditions topayment of the ES Work Allowance have not been satisfied, shall be included in Landlord’s nextconstruction loan requisition and paid to Tenant within thirty (30) days following submission ofthe same to Landlord’s construction lender, provided that the conditions to payment are thensatisfied. Requests for disbursement of the ES Work Allowance for which any of the conditions topayment of the ES Work Allowance have not been satisfied with respect to a particular aspect ofdesign of the Expansion Space Work shall
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be funded to the extent that such requests otherwise comply with the conditions to payment and tothe extent that Landlord’s construction lender actually funds comparable partially incompleterequisitions for Base Building Work.     If Landlord fails timely to pay any portion of the ES Work Allowance to Tenant when duepursuant to the immediately preceding paragraph, then until such past due amount is paid orrecouped hereunder it shall accrue interest at the Default Rate, and Tenant shall have the right todeduct any such past due amount, together with interest, from the next installment(s) of Base Rentallocable to the Expansion Space and Tenant’s Pro Rata Share of Operating Expenses and Tenant’s ProRata Share of Taxes due under this Lease with respect to the Expansion Space until Tenant hasreceived full credit or otherwise has been fully reimbursed for the amount due to Tenant.Notwithstanding the foregoing, if Landlord disputes Tenant’s right to abate Base Rent and Tenant’sShare of Operating Expenses and Tenant’s Share of Taxes, or the amount of the abatement, suchdispute shall be resolved in accordance with Section 7.02.13 of Exhibit 7.02 to the Leaseprior to any abatement of disputed amounts by Tenant (and, if such dispute is resolved in favor ofTenant, then Landlord shall pay Tenant interest on any amounts so abated at the Default Rate).     Provided that (i) no Event of Default then exists, (ii) an amount of the ES Work Allowance atleast equal to the ES Minimum Expenditure Threshold has been spent on Hard Costs for the ExpansionSpace Work and Tenant has paid for all Expansion Space Work to extent in excess of the ES WorkAllowance (as reasonably evidenced to Landlord), and (iii) Finish Work or Tenant Work necessary forthe occupancy of the entire Premises has been completed (other than as set forth in the Lease withrespect to the ACF Space), any portion of the ES Work Allowance that has not yet been requisitionedas of the date that is three years after the date of this Amendment shall be credited against thenext Rent payments due under the Lease.6. LEED Allowance. In addition to the ES Work Allowance, Landlord shall provide Tenantwith an allowance for the third party costs incurred by Tenant to prepare certifications necessaryto apply for Leadership in Energy and Environmental Design (“LEED”) certification by theU.S. Green Building Council for its tenant improvements in an amount not to exceed $70,000 (the“LEED Allowance”). Landlord shall disburse the LEED Allowance to Tenant (or, at Landlord’selection, directly to Tenant’s LEED consultant) in the same manner that Landlord is obligated todisburse the ES Work Allowance, as set forth above.7.Security Deposit. The Letter of Credit Amount is herebyincreased to $1,200,000, andaccordingly, the number “1,000,000” as it appears two times in Section 2.05 of the Lease is hereby deletedand replaced with the number “1,200,000” in both places. On or before the date that is thirty (30) daysafter the mutual execution and delivery of this Amendment, Tenant shall increase the Letter ofCredit initially held by Landlord under the Lease by the amount of$200,000. Tenant’s failure to timelydeliver the increase Letter of Credit to Landlord shall constitute an Event of Default under thisLease, without any notice or cure period under Article 14, and, in addition to any other remediesunder the Lease, Landlord shall be entitled to draw $200,000 from the existing Letter of Credit, hold thesame as a cash security deposit until such time as Tenant provides the increased Letter of Credit,and require Tenant to restore the initial Letter of Credit in full.
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8. Parking. Section 20.10 of the Lease is hereby deleted in its entirety and the followingis inserted in its place:     “Landlord agrees that, during the term of this Lease, Tenant shall have the right (at noadditional charge, other than to the extent provided as Operating Expenses) to use 404 (based on aratio of 3.5 spaces per 1,000 rentable square feet of the Premises) non-designated parking spacesas may be reasonably necessary to accommodate officers, employees, guests, invitees and clients, inconnection with the operation of its business following the initial Commencement Date. Includedwithin the foregoing spaces are 40 non-designated parking spaces located in the parking garage onthe lower level of the Building, with direct access to the Building lobby serving the Premises(subject to the provisions of Section 1.02(d) of this Lease). The balance of Tenant’s parkingspaces shall be located in the areas shown on Exhibit 20.10, attached. At Landlord’selection and at no cost to Tenant, Landlord may designate parking spaces for exclusive use byTenant and other tenants of the Property and may install signage or implement a pass or stickersystem to control parking use, and may employ valet parking to meet the requirements of thisSection. To the extent applicable to Tenant’s use of the parking spaces, the provisions of theLease shall apply, including rules and regulations of general applicability from time to timepromulgated by Landlord.”9. Authority. Tenant warrants and represents that (a) Tenant is duly organized, validlyexisting and in good standing under the laws of the jurisdiction in which such entity wasorganized; (b) Tenant has duly executed and delivered this Amendment; (c) the execution, deliveryand performance by Tenant of this Amendment (i) are within the powers of Tenant, (ii) have beenduly authorized by all requisite action, (iii) will not violate any provision of law or any orderof any court or agency of government, or any agreement or other instrument to which Tenant is aparty or by which it or any of its property is bound, and (iv) will not result in the imposition ofany lien or charge on any of Tenant’s property, except by the provisions of this Amendment; and (d)this Amendment is a valid and binding obligation of Tenant in accordance with its terms. Thiswarranty and representation shall survive the termination of the Lease.     Landlord warrants and represents that (a) Landlord is duly organized, validly existing and ingood standing under the laws of the jurisdiction in which such entity was organized; (b) Landlordhas duly executed and delivered this Amendment; (c) the execution, delivery and performance byLandlord of this Amendment (i) are within the powers of Landlord, (ii) have been duly authorized onbehalf of Landlord by all requisite action and (iii) will not violate any provision of law or anyorder of any court or agency of government, or any agreement or other instrument to which Landlordis a party or by which it or any of its property is bound; and (d) this Amendment is a valid andbinding obligation of Landlord in accordance with its terms. This warranty and representationshall survive the termination of the Lease.10. Brokerage. Landlord and Tenant each represent and warrant that they have not directlyor indirectly dealt with any broker with respect to the leasing of the Expansion Space other thanCB Richard Ellis and Colliers Meredith & Grew (collectively, the “Broker”). Each partyagrees to exonerate and save harmless and indemnify the other against any loss, cost, claim orexpense
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(including reasonable attorney’s fees) resulting from a breach of the forgoing representation andwarranty. The Broker is to be paid by Landlord pursuant to the terms of a separate agreement.11. Ratification. Except as hereby amended, the Lease shall remain in full force andeffect, is hereby ratified and confirmed, and remains unchanged.12. Governing Law. This Amendment shall be governed by and construed and enforced inaccordance with the laws of the state in which the Property is located.13. Counterparts. This Amendment may be executed in several counterparts, each of whichshall be an original but all of which shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Landlord and Tenant have executed this Amendment under seal as of the datefirst noted above.      PDM 850 UNIT, LLC