5. Fifth Floor Expansion Space Base Rent. Annual Base Rent for the Fifth FloorExpansion Space shall be equal to the product of (a) the Fifth Floor Expansion Space Base Rent PerRentable Square Foot (as shown in the chart below) in effect during the applicable Fifth FloorExpansion Space Lease Year (defined below), and (b) the number of square feet in the Fifth FloorExpansion Space. With respect to the Fifth Floor Expansion Space, the term “**Fifth Floor ExpansionSpace Lease Year**” means, as applicable, a period of twelve (12) consecutive months commencing onthe Fifth Floor Expansion Space Commencement Date, and each successive twelve (12) month periodthereafter; provided, however, that if the Fifth Floor Expansion Space Commencement Date is not thefirst day of a month, then the second Fifth Floor Expansion Space Lease Year shall commence on thefirst day of the month after the month in which the Fifth Floor Expansion Space Lease CommencementDate occurs, and the Base Rent for any partial additional month during either the first or lastFifth Floor Expansion Space Lease Year will be the Monthly Base Rent in effect for the first orlast, as applicable, Fifth Floor Expansion Space Lease Year prorated based on the actual number ofdays in such month. Landlord and Tenant acknowledge that the Fifth Floor Expansion Space LeaseYears do not coincide with the “Lease Years” under the Original Lease.             Fifth Floor      Expansion Fifth Floor Expansion Annual Fifth Monthly Fifth Floor   Space Space Base Rent Per Floor Expansion Expansion SpaceLease Year Rentable Square Foot Space Base Rent Base Rent1 $47.00  $807,131.00  $67,260.92 2 $47.94  $823,274.00  $68,606.14 3 $48.90  $839,760.00  $69,979.98 4 $49.88  $856,589.00  $71,382.44 5 $51.38  $882,349.00  $73,529.06 6 $52.41  $900,037.00  $75,003.08 7 $53.46  $918,069.00  $76,505.72 8 $54.53  $936,444.00  $78,036.97 9 $55.62  $955,162.00  $79,596.86 10 $56.73   N/A  $81,185.36 The term “**Base Rent**” includes the Annual Fifth Floor Expansion Space Base Rent, and with respect tothe third sentence of Section 4.1(a) of the Original Lease, the term “Monthly Base Rent”includes the Monthly Fifth Floor Expansion Space Base Rent, and the term “Lease Year” includes theterm Fifth Floor Expansion Space Lease Year. Landlord and Tenant agree that the number of rentablesquare feet in the Fifth Floor Expansion Space is Seventeen Thousand One Hundred Seventy-Three(17,173) and not subject to remeasurement. Landlord and Tenant agree that the abatement of MonthlyBase Rent set forth in the first (1st) sentence of Section 4.1(b) of the Leaseis not applicable to the Fifth Floor Expansion Space Base Rent payable under the terms of thisSecond Amendment.     6. Fifth Floor Expansion Space Security Deposit and Prepaid Rent.          (a) Within thirty (30) days after the date of execution of this Second Amendment by Landlordand Tenant, Tenant shall deliver to Landlord a security deposit in the
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amount of Four Hundred Three Thousand Five Hundred Sixty-Five Dollars and Fifty Cents($403,565.50) (the “**Fifth Floor Expansion Space Security Deposit**”) pursuant to the terms ofArticle VI of the Lease and as a condition to Landlord’s obligation to pay amounts toTenant in accordance with Section 9 of this Second Amendment. Tenant shall be permitted toprovide such security deposit in the form of a letter of credit pursuant to the terms ofArticle VI of the Lease, or in the alternative, Tenant may replace the letter of creditcurrently held by Landlord with a new letter of credit which includes the Fifth Floor ExpansionSpace Security Deposit. Provided Landlord has received such replacement letter of credit, Landlordagrees to return such initial letter of credit to Tenant promptly upon Tenant’s request. For thepurpose of the Lease, the Fifth Floor Expansion Space Security Deposit shall be deemed to be partof and included within the term “Security Deposit” and shall be subject to the provisions ofArticle VI of the Lease, including, but not limited to, the provisions of Section 6.1(c) thereof regarding Tenant’s right to reduce the Security Deposit; provided, however, withrespect to any burn down of the Fifth Floor Expansion Space Security Deposit in accordance with theterms of Section 6.1(c), the term “Lease Year” therein shall mean the Fifth Floor Expansion SpaceBase Year and the term “Security Deposit” therein shall mean the Fifth Floor Expansion SpaceSecurity Deposit (i.e., the burn down of the Fifth Floor Expansion Space Security Deposit shallcommence on the first day of the second Fifth Floor Expansion Space Lease Year).          (b) Notwithstanding anything to the contrary, in no event will the Security Deposit (whetherpursuant to Section 6.1(c) of the Lease or otherwise) be reduced below the amount of Twenty-FiveThousand Dollars ($25,000.00) until the Staircase Restoration Obligation (defined below) issatisfied. Nothing in this Section 6(b) will be deemed or construed to limit the cost of theStaircase Restoration Obligation to the sum of Twenty-Five Thousand Dollars ($25,000.00).          (c) Within five (5) business days after the date of execution of this Second Amendment byLandlord and Tenant, Tenant shall deliver to Landlord an amount equal to the first two (2) monthlyinstallments of Fifth Floor Expansion Space Base Rent (i.e., $134,521.84), which amount shall beapplicable toward and applied against Tenant’s Fifth Floor Expansion Space Base Rent obligationsfirst due under this Second Amendment.     7. Operating Expenses and Real Estate Taxes. Commencing on the first (1st)day of the second Fifth Floor Expansion Space Lease Year, Tenant shall pay (in accordance with theprocess generally set forth in Section 5.1(e) of the Lease), as additional rent for theFifth Floor Expansion Space, (i) Tenant’s proportionate share (with respect to the Fifth FloorExpansion Space only) of the amount by which Operating Expenses incurred by Landlord for eachcalendar year falling entirely or partly within the Fifth Floor Expansion Space Lease Term exceedthe Fifth Floor Expansion Space Base Year Operating Expenses (hereinafter defined) incurred byLandlord during the twelve (12) month period commencing January 1, 2009, and ending December 31,2009 (the “**Fifth Floor Expansion Space Base Year**”), and (ii) Tenant’s proportionate share (withrespect to the Fifth Floor Expansion Space only) of the amount by which Real Estate Taxes for eachcalendar year falling entirely or partly within the Fifth Floor Expansion Space Lease Term exceedthe Fifth Floor Expansion Space Base Year Real Estate Taxes (hereinafter defined) incurred byLandlord during the Fifth Floor Expansion Space Base Year. For the purpose of this SecondAmendment, the term “**Fifth Floor Expansion Space Base Year Operating Expenses**” means the Operatingexpenses incurred by Landlord during
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the Fifth Floor Expansion Space Base Year and the term “**Fifth Floor Expansion Space Base YearReal Estate Taxes**” means the Real Estate Taxes incurred by Landlord during the Fifth FloorExpansion Space Base Year. Landlord and Tenant acknowledge that the “Base Year” for the “Premises”under the Original Lease is different than the “Base Year” for the Fifth Floor Expansion space. Tothe extent that the aggregate of the Operating Expenses and Real Estate Taxes (for the Fifth FloorExpansion Space only) for any calendar year are less than the aggregate of the Fifth FloorExpansion Space Base Year Operating Expenses and Fifth Floor Expansion Space Base Year Real EstateTaxes, then Tenant shall only be responsible for the net increase over the aggregate of the FifthFloor Expansion Space Base Year Operating Expenses and the Fifth Floor Expansion Space Base YearReal Estate Taxes after deducting the amount of such reduction from the Fifth Floor Expansion SpaceBase Year Operating Expenses and/or Fifth Floor Expansion Space Base Year Real Estate Taxes (asapplicable); provided, however, in no event will the netting-out of increase in taxes and expensespursuant to this sentence result in a credit or reimbursement to Tenant.     8. Condition of Fifth Floor Expansion Space. Tenant agrees to lease the Fifth FloorExpansion Space in its “as-is” condition; provided, that Landlord shall be responsible fordemising the Fifth Floor Expansion Space at Landlord’s sole cost and expense. Notwithstanding theforegoing terms of this Section 8, Landlord shall, prior to May 1, 2009, complete thefollowing: (i) replace all missing ceiling tiles and carpet tiles in the Fifth Floor ExpansionSpace, which replacement tiles may come from Landlord’s storage, provided that such replacementtiles are reasonably clean and consistent in appearance with the ceiling tiles and carpet tilesexisting in the Fifth Floor Expansion Space, (ii) replace all window blinds with the type and styleof meccho shades currently located in Tenant’s Premises on the sixth (6th), seventh(7th) and eighth (8th) floors of the Building, (iii) refurbish the perimeterheat pump units applicable to the Fifth Floor Expansion Space, (iv) perform a general cleaning ofthe Fifth Floor Expansion Space, (v) with respect to the Fifth Floor Expansion Space, ensure thatthe light fixtures, thermofusers and thermostats are in working order including replacement ofballasts as needed, and (vi) perform HVAC balancing of the Fifth Floor Expansion Space.     9. Tenant Improvements.          (a) Tenant Work; Improvement Allowance. Tenant shall, in accordance with theapplicable terms of the Lease (including, without limitation, the applicable terms of ExhibitB thereof), perform, and/or cause to be performed, the design and construction of the initialtenant-improvements in Fifth Floor Expansion Space (the “**Fifth Floor Expansion Space Tenant Work**”),at Tenant’s cost and expense. Notwithstanding the foregoing terms of this Section 9(a),provided no Event of Default exists on the part of Tenant under the Lease, Landlord shall grantTenant an allowance (the “**Fifth Floor Expansion Space Improvements Allowance**”) in the amount ofFour Hundred Sixty Thousand Eight Hundred Eight and 82/100ths Dollars ($460,808.82), to be appliedto the cost of the Fifth Floor Expansion Space Tenant Work; provided, however, that Tenant mustapply the Fifth Floor Expansion Space Improvements Allowance towards “hard” costs. Landlord andTenant agree that (i) all references to Demolition in the Lease and (ii) the following Sections ofExhibit B of the Lease do not apply to this Second Amendment: 3, 6(a), 6(b), 6(d), 8, 15(except as provided in subsection (b) below) and Schedule II. For purposes of this SecondAmendment, all references to the “Improvements Allowance” in
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Exhibit B of the Lease will be deemed to refer to the Fifth Floor Expansion SpaceImprovements Allowance. Landlord hereby approves Coakley-Williams for the role of LeaseholdContractor with respect to the Fifth Floor Expansion Space Tenant Work in addition to the generalcontractors approved by Landlord in Section 7(a) of Exhibit B of the Lease. Anyportion of the Fifth Floor Expansion Space Improvements Allowance that remains unapplied afterapplication as set forth in this Second Amendment and as otherwise provided in Exhibit B tothe Lease by the fifth (5th) anniversary of the Fifth Floor Expansion Space LeaseCommencement Date (the “**Fifth Floor Expansion Space Tenant Improvement Deadline**”) (but not inexcess of Seventy-Two Thousand Nine Hundred Eighty-Five and 25/100ths Dollars ($72,985.25)) shallbe applied against the annual base rent next due and owing following for the Fifth Floor ExpansionSpace Lease Commencement Date. Any unapplied portion of the Fifth Floor Expansion SpaceImprovements Allowance in excess of Seventy-Two Thousand Nine Hundred Eighty-Five and 25/100thsDollars ($72,985.25) shall be deemed waived and forfeited if not utilized by the Fifth FloorExpansion Space Tenant Improvement Deadline. Except for application of the Fifth Floor ExpansionSpace Improvements Allowance toward annual base rent as provided herein, Landlord shall not beobligated to disburse any of the Fifth Floor Expansion Space Improvements Allowance after the FifthFloor Expansion Space Tenant Improvement Deadline.          (b) Landlord Oversight Construction Management Fee. Tenant shall be responsible forthe timely payment to Landlord of an oversight construction management fee equal to the amount ofone percent (1%) of Tenant’s total “hard” construction costs for the Fifth Floor Expansion SpaceTenant Work. Such management fee shall be paid in accordance with the second (2nd)sentence of Section 15 of Exhibit B of the Lease. From time to time, uponLandlord’s request, Tenant shall provide Landlord with documentation reasonably acceptable toLandlord to allow Landlord to verify the “hard” construction costs expended by Tenant.     10. Signage.          (a) Landlord shall, at Landlord’s cost, provide Building standard suite entry signageidentifying Tenant in a location designated by Landlord and in such place, number, size, color andstyle as are approved by Landlord in Landlord’s sole discretion, and Landlord also shall, atTenant’s option, list Tenant’s name in the Building lobby directory with respect to the Fifth FloorExpansion Space pursuant to the terms of the Lease.          (b) Subject to the terms of Article XI of the Lease and provided Tenant has enteredinto an amendment(s) to the Lease whereby Tenant has leased either (x) all of the rentable squarefootage located on the fifth (5th) floor of the Building or (y) any additional rentablesquare footage in the Building, the total amount of which equals or exceeds the amount of theremaining rentable square footage on the fifth (5th) floor of the Building (i.e., all ofthe rentable square footage located on the fifth (5th) floor less the Fifth FloorExpansion Space), then Tenant, at Tenant’s sole cost and expense, shall, subject to Landlord’sapproval which will not be unreasonably withheld, conditioned or delayed, be permitted to installone (1) exterior identification sign (identifying Tenant’s name and/or logo) in a reasonablyprominent location on the Seventh Street, NW side of the Building (Landlord hereby approving theconceptual size, design and location of the sign shown on Exhibit B), which exterior signmay be illuminated in accordance with the terms of Article XI of the Lease. The foregoingsentence relating to Tenant’s 7th Street signage rights shall supersede and replace theapplicable provisions of the
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first (1st) sentence of Section 11.1 of the Lease relating to such SeventhStreet, NW signage rights (provided that Tenant’s obligation to remove any such signage if Tenant’sPremises drops below the applicable amount in accordance with the terms of the Lease shall remaineffective).          (c) Tenant, at Tenant’s sole cost and expense, shall, subject to Landlord’s approval(including without limitation approval of the location, size and design) which will not beunreasonably withheld, conditioned or delayed, be permitted to install one (1) sign in the elevatorlobby area of the Building and one (1) sign beside the doorway leading from the Building lobby toTenant’s reception desk on the Seventh Street, NW side of the Building.     11. Landlord Renovation and Cleaning Obligations. Prior to May 1, 2009, Landlordshall complete the following at Landlord’s sole cost and expense:          (a) Common Areas. Landlord shall install Building standard floor and wall coveringsin the common areas of the fifth (5th) floor of the Building.          (b) Restrooms. Landlord shall complete a cosmetic renovation of the restrooms on thefifth (5th) floor of the Building, which renovation shall be at least comparable to therenovation currently being performed by Landlord on the other set of restrooms located on the fifth(5th) floor of the Building.          (c) Window Washing. Landlord shall perform interior washing of all windows locatedwithin the Fifth Floor Expansion Space.     12. Internal Staircase. If Tenant constructs an internal staircase between the fifth(5th) and sixth (6th) floors of the Building (the “**Staircase**”), Tenant shall,prior to the end of the Lease Term or within forty-five (45) days after earlier termination of theLease, remove the Staircase, repair any damage caused by such removal and restore the affectedportion of the Premises and the Building to their condition immediately prior to commencement ofthe Fifth Floor Expansion Space Lease Term. If Tenant fails to prosecute and timely complete suchremoval and restoration, Landlord may, at Landlord’s option, complete such removal and restorationand Tenant shall reimburse Landlord for all costs and expenses incurred in connection therewith, inaccordance with Section 9.1 of the Lease. Notwithstanding the foregoing and any provisionsto the contrary in the Lease, Tenant’s obligation to remove any interior stairwells constructed byTenant (including the Staircase) (the “**Staircase Restoration Obligation**”) may be deferred by Tenantuntil Landlord has relet the applicable portion of the Premises and determined the scope ofrequired demolition of such stairwell(s) required for the succeeding tenant(s). Upon suchdetermination by Landlord, Landlord shall provide Tenant written notice of such determination,whereupon Tenant shall have seven (7) business days to notify Landlord in writing of whether Tenantelects to perform the Staircase Restoration Obligation (or portion thereof determined necessary byLandlord). If Tenant notifies Landlord of its election not to perform the Staircase RestorationObligation or fails to notify Landlord of its election with respect to performing the StaircaseRestoration Obligation within such seven (7) business day period, then Landlord may at Landlord’ssole option (i) elect to perform the Staircase Restoration Obligation (as compared to Tenantperforming such obligation), in which case Tenant shall reimburse Landlord for the reasonable costsof removing such interior stairwell(s) within twenty (20) days after written request, or (ii) electfor Tenant to perform the Staircase Restoration Obligation, in which case Tenant shall perform (andcomplete) such work in accordance with the applicable terms of the
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Lease within forty-five (45) days after Landlord’s written request. Landlord shall providereasonable substantiation of its costs and invoices to Tenant. The foregoing rights andobligations of Landlord and Tenant shall survive the termination or earlier expiration of thisLease. Nothing in this Section 12 shall be deemed or construed to evidence Landlord’sconsent to the construction of the Staircase, any such construction to be separately requested byTenant in accordance with the terms of the Lease.     13. Landlord Reimbursement Obligation. Within ten (10) business days of execution ofthis Second Amendment by both Landlord and Tenant, Landlord shall pay Tenant the amount of TwentyTwo Thousand Two Hundred One Dollars and Sixteen Cents ($22,201.16) as reimbursement for the workperformed by Tenant in the restrooms located on the sixth (6th) floor of the Premises,which amount equals the product of the actual amount spent by Landlord per restroom in renovatingthe second (2nd) floor restrooms (including all “hard” and “soft” costs), multiplied byfour (4).     14. [Intentionally Omitted]     15. Qualified High Technology Company Benefits. Landlord hereby agrees to reasonablycooperate in Tenant’s application to the District of Columbia for certain credits, exemptions andother benefits relating to Tenant’s classification as a “Qualified High Technology Company” at nocost or liability to Landlord. The following sentences shall be added to the end of Section 5.1(a)of the Lease:“If and to the extent Tenant applies for and qualifies as a “Qualified HighTechnology Company” and Landlord actually receives a real estate tax credit orabatement (the “**Credit**”) as the result of such qualification, and if, and only if,the Credit actually reduces Real Estate Taxes in the Base Year (whether by reducingReal Estate Taxes actually due and owing in the Base Year or by a retroactive taxcredit or abatement effectively reducing the Real Estate Taxes paid in the BaseYear), then only for the purpose of calculating the Base Year Real Estate Taxes forthis Section 5.1, the Credit will be ignored and the Base Year Real Estate Taxeswill be the amount of Real Estate Taxes incurred in the Base Year prior to takingthe Credit into account (such grossing-up shall be referred to herein as the “**BaseYear Adjustment**”). By way of example of the preceding sentence only, if the RealEstate Taxes in the Base Year were Five Hundred Thousand Dollars ($500,000) and inthe calendar year after the Base Year Landlord received the Credit in the amount ofFifty Thousand Dollars ($50,000) that was retroactive to the Base Year, then for thepurpose of calculating the Base Year Real Estate Taxes for this Section 5.1, theBase Year Real Estate Taxes would remain Five Hundred Thousand Dollars ($500,000).Neither the Base Year Adjustment nor the Credit shall be taken into account forpurposes of the netting-out of the increase or decrease in Real Estate Taxes andOperating Expenses described above in this Section 5.1(a), which netting-out shallbe calculated based on Real Estate Taxes actually incurred each year prior to takingthe Credit into account. Notwithstanding anything to the contrary, in no eventshall the Credit result in (i) Tenant’s payment of increases in Real Estate Taxesbeing less than zero, (ii) reimbursement to Tenant of any Real Estate Taxes paid byTenant to
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Landlord or (iii) a payment by Landlord to Tenant for or approximating the value ofthe Credit.”     16. Counterparts; Facsimile**.**This Second Amendment may be executed in multiplecounterparts, each of which shall be deemed an original and all of which together constitute oneand the same document. Faxed signatures will have the same binding effect as original signatures.     17. Ratification. Except as expressly modified by the terms of this Second Amendment,the Lease shall remain unchanged and continue in full force and effect. All terms, covenants andconditions of the Lease applicable to the Premises, as amended hereby (including, but not limitedto, Tenant’s renewal, expansion and termination rights, all as expressly set forth in the Lease),are confirmed and ratified, remain in full force and effect, and constitute valid and bindingobligations of Landlord and Tenant, enforceable according to the terms thereof.     18. Authority. Landlord, Tenant and the persons executing and delivering this SecondAmendment on their respective behalves each represents and warrants that such person is dulyauthorized to so act, and has the power and authority to enter into this Second Amendment, and thatall action required to authorize Landlord, Tenant and such person to enter into this SecondAmendment has been duly taken.     19. Binding Effect. This Second Amendment shall not be effective and binding unlessand until fully executed and delivered by each of the parties hereto. All of the covenantscontained in this Second Amendment, including, but not limited to, all covenants of the Lease asmodified hereby, shall be binding upon and inure to the benefit of the parties hereto, theirrespective heirs, legal representatives, and permitted successors and assigns. In the event of aconflict between the terms of the Lease and the terms of this Second Amendment, the terms of thisSecond Amendment will control. This Second Amendment will be effective between Landlord and Tenantwhen executed and delivered by Landlord and Tenant without regard to execution by escrow agent.     20. References. The terms of this Second Amendment shall be deemed to modify andsupplement the terms of the Lease, and all future references to the Lease (unless otherwiseprovided) shall be deemed to be to the Lease as amended by this Second Amendment. All referencesto the Premises in the Lease shall be deemed to include the Fifth Floor Expansion Space, except tothe extent that inclusion of the Fifth Floor Expansion Space into the definition of the Premisesrenders the terms of the Lease inconsistent with the terms of this Second Amendment.[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as ofthe date first above written.         WITNESS/ATTEST: LANDLORD:               WASHINGTON TELEVISIONCENTER LLC,