the Premises in its presently existing, “as is” condition, and Landlord shall not be obligated toprovide or pay for any improvement work or services related to the improvement of the Premisesunless specifically provided for in Section 8 of this Second Amendment. Tenantalso acknowledges that neither Landlord nor any agent of Landlord has made any representation orwarranty regarding the condition of the Premises or with respect to the suitability of the same forthe conduct of Tenant’s business.     **5. ****Remeasurement of Building and Premises****.**Notwithstanding any contrary provisions inthe Lease, as amended, Landlord and Tenant acknowledge and agree that Landlord has remeasured theBuilding and that, according to such remeasurement, as of May 1, 2010 (the Extended TermCommencement Date) the Building shall be deemed to contain approximately 127,901 rentable squarefeet of space. For the period prior to May 1, 2010, the rentable square footage of the Buildingshall remain as set forth in the Lease, and Tenant’s Share shall not change. However, commencingon May 1, 2010 and continuing throughout the Extended Term, Tenants Share of the Building shall beadjusted to reflect such remeasurement, as set forth in Section 6.3 below.     **6. ****Rent****.**          **6.1****Base Rent.** Prior to the Extended Term Commencement Date, Tenant shallcontinue to pay Base Rent for the Premises in accordance with the terms of the Lease. During theExtended Term, Tenant shall pay Base Rent for the Premises as follows:                       Monthly Rental RatePeriod During Annual Monthly per RentableExtended Term Base Rent Base Rent Square FootMay 1, 2010 —April 30, 2011 $325,113.60  $27,092.80  $2.05 May 1, 2011 —April 30, 2012 $334,629.12  $27,885.76  $2.11 May 1, 2012 —April 30, 2013 $344,144.64  $28,678.72  $2.17           **6.2****Abated Base Rent.** Notwithstanding the contrary provisions set forthherein and in the Lease, Tenant shall not be obligated to pay the monthly installments of Base Rent attributableto the Premises (the **“Base Rent Abatement”)**for the two (2) month period commencing on May 1, 2010and ending on June 30, 2010 (the **“Base Rent Abatement Period”)**(such Base Rent Abatement Periodshall coincide with the first (1st) and second (2nd) full calendar months of the Extended Term).In connection with the foregoing, the Base Rent Abatement provided to Tenant under this Section6.2 during the Base Rent Abatement Period shall not exceed an aggregate of Fifty-FourThousand One Hundred Eighty-Five and 60/100 Dollars ($54,185.60) (i.e., $27,092.80 for each of thetwo (2) months occurring during the Base Rent Abatement Period). Additionally, notwithstanding theforegoing, Tenant shall be obligated to pay all applicable “Additional Rent” in accordance with theLease as amended by Section 6.3 of this Second Amendment, during the Base Rent AbatementPeriod.          **6.3****Additional Rent.** Notwithstanding the extension of the Lease Term asprovided herein, Tenant shall continue to be obligated to pay Tenant’s Share of increases in Direct Expensesin connection with the Premises which arise or accrue prior to the Extended Term Commencement Date,in accordance with the terms of the Lease. Effective as of the Extended Term Commencement Date, andcontinuing throughout the Extended Term, Tenant shall pay Tenant’s Share of increases in DirectExpenses in connection with the Premises which arise or accrue on or after the Extended TermCommencement Date in accordance with the terms of the Lease; provided, however, that for purposesof calculating the amount of Tenant’s Share of such increases in Direct Expenses, the Base Yearshall be the calendar year 2010 and Tenant’s Share shall equal 10.3330%.     **7. ****Parking.** Through the Extended Term, Tenant shall continue to have the parkingrights and obligations set forth in the Lease subject to the terms and conditions contained in thisSection 7.Notwithstanding anything to the contrary contained in the Lease or theParking Agreement, all monthly parking permit fees payable by Tenant pursuant to the terms of theLease shall be abated during the six (6) month period commencing on May 1, 2010 and ending onOctober 31, 2010 (the **“Parking Abatement Period”).**In lieu of any prior parking validation rightsgranted to Tenant under the Lease, Landlord shall provide to Tenant, free of charge, one-hundred(100) hours of parking validations for each month of the Extended Term, which validations are toutilized by Tenant’s visitors and patrons only. Nothing contained in this Section 7 shallbe deemed to waive or otherwise modify Tenant’s additional parking rights and obligations under theParking Agreement.
 

 
**Exhibit 10.46**     **8. ****Landlord Work; Tenant’s Supplemental HVAC Repair and Maintenance Obligations; CarpetAllowance.**          **8.1****Landlord Work.** Notwithstanding any provision contained herein or in the Lease to the contrary, Landlord shall, at its sole cost and expense, cause the following work to beperformed within the Premises as soon as reasonably possible following the parties’ execution anddelivery of this Second Amendment: (i) touch up certain portions of the painted surfaces of theinterior walls of the Premises (which portions shall be determined by Landlord in its reasonablediscretion), utilizing Landlord’s ‘Building standard” methods, materials and finishes (the colorof which paint shall be determined by Landlord in its reasonable discretion), (ii) cause thecarpeted surfaces of the floor of the Premises to be professionally cleaned, and (iii) subject toLandlord’s ability to obtain all required governmental approvals therefor, purchase and cause thesupplemental HVAC unit (the **“Supplemental HVAC Unit”)**identified on **Exhibit B** (attachedhereto and incorporated herein by this reference) to be installed within the Premises for Tenant’suse in connection with its existing server room, which Supplemental HVAC Unit shall be installedin accordance with the scope of work set forth on **Exhibit C**(attached hereto andincorporated herein by this reference) (the **“Scope of Work”)**(items (i) through (iii) above to becollectively referred to herein as the **“Landlord Work”**). With regard to item (iii) of the LandlordWork, Tenant shall fully cooperate with Landlord, at no cost to Tenant, in Landlord’s efforts toobtain all government approvals and/or permits (if any) required for such installation of theSupplemental HVAC Unit, and shall comply with the terms set forth on the Scope of Work. Inconnection with the foregoing, Tenant shall have no right to alter or modify the Landlord Workwithin the Premises. Tenant hereby acknowledges that, notwithstanding Tenant’s occupancy of thePremises during the performance of the Landlord Work, Landlord shall be permitted to perform theLandlord Work during normal business hours, and Tenant shall provide Landlord with access to thePremises to carry out the Landlord Work and a reasonably clear working area for the Landlord Work(including, but not limited to, the moving of Tenant’s property away from the area in whichLandlord is performing the Landlord Work). Provided that Landlord uses reasonable efforts tominimize any disruption to Tenant’s business. Tenant hereby agrees that the performance of theLandlord Work shall in no event constitute a constructive eviction of Tenant nor entitle Tenant toany abatement of rent or damages of any kind. Furthermore, provided that Landlord uses reasonableefforts to minimize any disruption to Tenant’s business, in no event shall Tenant be entitled toany compensation or damages from Landlord for the loss of the use of the whole or any part of thePremises or of Tenant’s personal property or improvements resulting from the Landlord Work orLandlord’s actions in connection with the Landlord Work, or for any inconvenience or annoyanceoccasioned by the Landlord Work or Landlord’s actions in connection therewith.          **8.2****Tenant’s Supplemental HVAC Repair and Maintenance Obligations.** Throughout the remainder of the Lease Term (as amended hereby and subject to further extension asprovided above), Tenant shall repair and maintain the Supplemental HVAC Unit in good working orderand condition and in accordance with the applicable terms and conditions of Article 7 ofthe Original Lease. In connection with the foregoing, Landlord may, at Tenant’s sole cost andexpense (without profit or markup by Landlord), separately meter the electricity utilized by theSupplemental HVAC Unit, and Tenant shall reimburse Landlord for the cost as reasonably determinedby Landlord of all electricity utilized by the Supplemental HVAC Unit. Notwithstandingany contrary provision contained herein or in the Lease, the Supplemental HVAC Unit shall bedeemed Landlord’s property and shall remain in place within the Premises in its then-existingcondition and Tenant shall have no obligation to remove or repair the same.          **8.3****Carpet Allowance.** Tenant shall be entitled to a one-time allowance (the**“Carpet Allowance”**) in an amount up to Three Thousand Five Hundred and No/100 Dollars ($3,500.00) for theactual and documented out-of-pocket costs **(“Tenant’s Carpet Costs”)**incurred by Tenant to repairand/or replace the carpet in the Premises (the **“Carpet Work”**). After the occurrence of theExtended Term Commencement Date and the completion of Tenant’s Carpet Work, Landlord shalldisburse the Carpet Allowance for Tenant’s Carpet Costs within thirty (30) days following receiptby Landlord of receipts for Tenant’s Carpet Work. Landlord shall not be obligated to pay a totalamount which exceeds the Carpet Allowance (any such excess being Tenant’s sole responsibility) norbe obligated to disburse any portion of the Carpet Allowance for any purpose other thanreimbursement for Tenant’s Carpet Costs. If Landlord fails to timely disburse the CarpetAllowance for Tenant’s Carpet Costs in accordance with this Section 8.3, then Tenant shallhave the right to deduct Tenant’s Carpet Costs from the installment of Base Rent first coming dueafter the Carpet Allowance was payable by Landlord to Tenant. In no event shall the CarpetAllowance provided for herein be available to Tenant as a credit against rent or other amountsowing to Landlord pursuant to the Lease, as hereby amended, or in any manner other than asexpressly provided herein. In the event that Tenant shall fail to utilize the Carpet Allowance (orto provide the documentation required hereunder for payment thereof) within one (1) year followingthe Extended Term Commencement Date, any such unused amounts shall revert to Landlord and Tenantshall have no further rights with respect thereto.
 

 
     **9. ****Tenant’s Occupants.** Notwithstanding anything to the contrary contained in the Lease,Tenant shall have the right without the payment of a Transfer Premium, and without the receipt ofLandlord’s consent, but on prior written notice to Landlord, to permit the occupancy of up totwenty percent (20%) of the rentable square footage of the Premises (i.e., 2,643 rentable squarefeet) by licensees that have an ongoing, business relationship with Tenant **(“Tenant’sOccupants”),**on and subject to the following conditions: (i) such individuals or entitiesshall not be permitted to occupy a separately demised portion of the Premises which contains anentrance to such portion of the Premises other than the primary entrance to the Premises; (ii) allsuch individuals or entities shall be of a character and reputation consistent with thefirst-class quality of the Building; (iii) the use of the Premises by Tenant’s Occupants must notconflict with the use permitted by the Lease, as amended; and (iv) such occupancy shall not be asubterfuge by Tenant to avoid its obligations under the Lease or the restrictions on Transferspursuant to Article 14 of the Original Lease. Tenant shall promptly supply Landlord withany documents or information reasonably requested by Landlord regarding any such licensees. Anyoccupancy permitted under this Section 9 shall not be deemed a Transfer under Article14 of the Original Lease. Notwithstanding the foregoing, no such occupancy shall relieveTenant from any liability under the Lease, as amended.     **10. ****Security Deposit.** Landlord and Tenant acknowledge that in accordance with theterms of Article 8 of the Original Lease Tenant has previously delivered the sum ofTwenty-Seven Thousand Ninety-Two and 80/100 Dollars ($27,092.80) to Landlord as security for thefaithful performance by Tenant of the terms, covenants and conditions of the Lease. Concurrentlywith Tenant’s execution and delivery of this Second Amendment to Landlord, Tenant shall depositwith Landlord an amount equal to One Thousand Five Hundred Eighty-Five and 93/100 Dollars($1,585.92) to be held by Landlord as an addition to the Security Deposit currently held byLandlord. Accordingly, effective as of the date of this Second Amendment, notwithstanding anyprovision to the contrary contained in the Lease, the total Security Deposit amount to be held byLandlord pursuant to the Lease, as hereby amended, shall equal Twenty-Eight Thousand Six HundredSeventy-Eight and 72/100 Dollars ($28,678.72).     **11. ****Deletions.** Effective as of the date hereof; Tenant’s rights under Sections6.6, 29.48 and 29.49 of the Original Lease shall be deemed null and void andof no further force or effect.     **12. Broker.**Landlord and Tenant hereby warrant to each other that they have had nodealings with any real estate broker or agent in connection with the negotiation of this SecondAmendment other than CB Richard Ellis **(“Broker’)**and that they know of no other realestate broker or agent who is entitled to a commission in connection with this Second Amendment.Each party agrees to indemnify and defend the other party against and hold the other partyharmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs andexpenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasingcommission or equivalent compensation alleged to be owing on account of any dealings with any realestate broker or agent other than the Broker, occurring by, through, or under the indemnifyingparty. The terms of this Section 12 shall survive the expiration or earlier termination ofthe Lease Term, as amended.     **13. ****Consent of Guarantor.** This Second Amendment is subject to and conditioned uponTenant delivering to Landlord, concurrently with Tenant’s execution and delivery of this SecondAmendment, the “Acknowledgment and Consent of Guarantor” **(“Consent”)**in the formattached hereto as **Exhibit A,** which Consent shall be fully executed by and binding uponthe Guarantor.     **14. ****No Further Modification; Conflict,** Except as specifically set forth in thisSecond Amendment, all of the terms and provisions of the Lease shall remain unmodified and in fullforce and effect. In the event of any conflict between the terms and conditions of the Lease andthe terms and conditions of this Second Amendment, the terms and conditions of this SecondAmendment shall prevail.[Signatures to appear on the following page]
 

 
**Exhibit 10.46**IN WITNESS WHEREOF, this Second Amendment has been executed as of the day and year first abovewritten.      **“LANDLORD”**