LEASE

Exhibit 10.2

LEASE
(Office)

     THIS LEASE (this “Lease”), dated as of May 30, 2008, is by and between MCWHINNEY 409CC, LLC, a Colorado limited liability company (“Landlord”), and CONSTANT CONTACT, INC., a Delaware corporation (“Tenant”).

W I T N E S S E T H:

     1.  PRINCIPAL TERMS . Capitalized terms, first appearing in quotations in this Section, elsewhere in the Lease or any Exhibits, are definitions of such terms as used in the Lease and Exhibits and shall have the defined meaning whenever used.

1.1		“BUILDING”:		A building containing approximately fifty thousand (50,000) square feet of Rentable Area as defined in Section 2 below to be built upon the parcel of Real Property legally described on Exhibit B attached hereto located on Precision Drive in the City of Loveland, County of Larimer, State of Colorado.
1.2		“PREMISES”:		The entire Building containing approximately fifty thousand (50,000) square feet of Rentable Area as defined in Section 2 below and depicted on Exhibit A attached hereto.
1.3		“INITIAL TERM”:		Ten (10) years, subject to extension or earlier termination as set forth below.
		“Commencement Date”:		The first day following Substantial Completion of “Landlord’s Work” as defined in the Work Letter attached hereto as Exhibit D (the “Work Letter”).
1.4		“Expiration Date”: “BASE RENT”:		The last day of the calendar month in which the tenth (10 th ) anniversary of the Rent Commencement Date occurs unless extended pursuant to Sections 40, 41 and/or 42 below (subject to Tenant’s rights under Sections 3.2, 3.3 and 5.6 below).

		Annual		Monthly
Lease Years		Base Rent*		Base Rent*
1		$406,250.04		$33,854.17
2		$828,750.00		$69,062.50
3		$845,325.00		$70,443.75
4		$862,231.56		$71,852.63
5		$879,476.16		$73,289.68
6		$897,065.64		$74,755.47
7		$915,006.96		$76,250.58
8		$933,307.08		$77,775.59
9		$951,973.20		$79,331.10
10		$971,012.76		$80,917.73

*  The foregoing Base Rent is based upon the assumption that (i) exactly one-half (1/2) of the total Rentable Square Feet consisting of twenty-five thousand (25,000) Rentable Square Feet (as defined in Section 2 below) are allocated to the Premises in Lease Year 1 and (ii) all of the Rentable Square Feet consisting of fifty thousand (50,000) Rentable Square Feet (as defined in Section 2 below) are allocated to the Premises in Lease Years 2 through 10, inclusive. In the event that Tenant shall have two hundred twenty (220) or more employees or contract laborers working as part of Tenant’s business operations at the Premises prior to the expiration of Lease Year 1, Tenant shall promptly notify Landlord in writing of the date that such event first occurred (the “Rent Increase Date”) and the Base Rent to be paid by Tenant during the remainder of Lease Year 1 for the Premises shall be based upon the total Rentable Square Feet allocated to the Premises (i.e., 50,000) rather than one-half (1/2) of the total Rentable Square Feet allocated to the Premises (i.e., 25,000) in Lease Year 1 as set forth above. Subject to the provisions of Sections 5.5, 41 and 42 below, in the event of any increase or decrease in the Rentable Square Feet allocated to the Premises, the Base Rent shall be adjusted accordingly such that the same shall equal of Sixteen Dollars and Twenty-Five Cents ($16.25) per Rentable Square Foot, increased annually on a compounded basis at the rate of two percent (2%) per year. Unless the Premises are expanded pursuant to Sections 41 or 42 below, under no circumstances shall Tenant be required to pay Base Rent on more than 52,500 Rentable Square Feet.

1.5		“OPERATING EXPENSES”:		As defined in Section 6.1, Tenant’s Pro Rata Share of the Building: 100%
1.6		“DEPOSIT”:		Cash in the amount of One Hundred Thousand Dollars ($100,000.00).
1.7		“PERMITTED USE”:		General office use, including the operation of a twenty-four (24) hour per day, seven (7) day per week call center, training, seminars, and any other lawful purpose ancillary to such use. In no event may medical use or retail sales transactions by Tenant of tangible personal property be initiated, consummated, conducted, transacted or otherwise occur from or within any portion of the Premises.
1.8		“RENT COMMENCEMENT DATE”		The later of: (i) the Commencement Date, and (ii) the earlier of (a) the later of (1) the date that is one hundred fifty (150) days after the Delivery Date (extended by one (1) day for each day of Landlord Delay), and (2) the date that is one hundred five (105) days after the completion of Landlord’s Secondary Initial Work (extended by one (1) day for each day of Landlord Delay), and (b) the date that Tenant commences beneficial use of the Premises for its business purposes.
1.9		LANDLORD’S NOTICE ADDRESS:		McWhinney 409CC, LLC
				Attention: Vice President of Property Management
				2725 Rocky Mountain Avenue, Ste. 200
				Loveland, CO 80538
				With copy to:
				Hasler, Fonfara and Maxwell LLP
				Attention: Joseph H. Fonfara
				125 S. Howes, 6 th Floor (Zip Code: 80521)
				P.O. Box 2267
				Fort Collins, CO 80522
				With copy to:

				McWhinney Real Estate Services, Inc.
				Attention: Chief Financial Officer
				2725 Rocky Mountain Avenue, Ste. 200
				Loveland, CO 80538
1.10		LANDLORD’S TAX I.D.:		26-2653860
1.11		TENANT’S NOTICE ADDRESS: Pre-Commencement Address:		Constant Contact, Inc. Reservoir Place
				1601 Trapelo Road, Suite 329
				Waltham, MA 02494
				With copy to:
				Wilmer Cutler Pickering Hale & Dorr LLP
				Attn: Paul Jakubowski, Esq.
				60 State Street
				Boston, MA 02109
		Post-Commencement Address:		Address of the Premises
				With copy to:
				Wilmer Cutler Pickering Hale & Dorr LLP
				Attn: Paul Jakubowski, Esq.
				60 State Street
				Boston, MA 02109
1.12		TENANT’S TAX I.D.:		04-3285398
1.13		LANDLORD’S BROKER:		McWhinney Real Estate Services, Inc.
				2725 Rocky Mountain Avenue, Ste. 200
				Loveland, CO 80538
1.14		COOPERATING BROKER:		McCall & Almy, Inc.
				One Post Office Square
				Boston, MA 02109
1.15		“LEASE YEAR”		A period of twelve (12) consecutive full calendar months (except for the first Lease Year, which may be longer as provided in the next sentence). The first Lease Year shall commence on the Rent Commencement Date and expire at midnight on the last day of the calendar month in which the first anniversary of the Rent Commencement Date occurs, provided, however, if the Rent Commencement Date occurs on the first day of the month, then the first Lease Year shall expire on the last day of the calendar month immediately preceding the first anniversary of the Rent Commencement Date. Succeeding Lease Years shall each commence on the first (1st) day following the end of the preceding Lease Year.

1.16		ATTACHMENTS:		Exhibit A — The Premises
				Exhibit B — Real Property
				Exhibit C — Commencement Certificate
				Exhibit D — Work Letter
				Exhibit E — Initial Landlord’s Work
				Exhibit F — Operating Expense Estimate
				Exhibit G — Approved Location of Certain Tenant Improvements
				Exhibit H — Parking Lot
				Exhibit I — Expansion Parcel
				Exhibit J — Rules and Regulations
				Exhibit K — Title Restrictions

     2.  GENERAL COVENANTS . Tenant covenants and agrees to pay Rent and perform the obligations hereafter set forth and in consideration therefor Landlord leases to Tenant the real property described on Exhibit B (the “Real Property”), together with the Building constructed thereon, for the Term, together with a non-exclusive right, subject to the provisions hereof, to use any common drives, access ways or parking serving the Premises or the Building or which are necessary for Tenant’s use as permitted hereunder (the “Common Areas”). The rentable area of the Premises shall equal the gross square footage of the Building (“Rentable Area” or “Rentable Square Feet”). The Building, Real Property and appurtenances are hereinafter collectively sometimes called the “Building Complex.” Tenant acknowledges that the Real Property is subject to various recorded agreements, restrictions, easements and other recorded instruments, including, but not limited to, (i) the Second Restated and Amended Master Declaration of Covenants, Conditions and Restrictions for Centerra as recorded in the Larimer County, Colorado records (as supplemented and amended, the “Declaration”); (ii) the Centerra Design Guidelines (as supplemented and amended, the “Design Guidelines”); (iii) the Millennium General Development Plan (as supplemented and amended, the “Development Plan”); (iv) the MHC LLLP Restrictions (as defined in Section 32 below); (v) the PIF Covenant (as defined in Section 33 below); and (vi) the RSF Covenant (as defined in Section 33 below). In accordance with the terms hereof, Tenant agrees to be bound by and to abide by all such restrictions and requirements, including the Declaration, the Design Guidelines, the Development Plan, the MHC LLLP Restrictions, the PIF Covenant and the RSF Covenant, and all other obligations and restrictions described in Section 33 below. In addition, Tenant further acknowledges that the Real Property is subject to Centerra Metropolitan District Nos. 2 and 4 providing for the installation of certain infrastructure improvements to benefit the Premises and other improvements in the project generally known as “Centerra,” including, but not limited to, roadways, sanitary sewer lines, water lines and storm drainage facilities and extensions thereof. All such recorded agreements, restrictions, easements and other recorded instruments, including, the Declaration, the Design Guidelines, the Development Plan, the MHC LLLP Restrictions, the PIF Covenant and the RSF Covenant, shall be herein referred to as the “Title Restrictions.” Landlord represents that the Real Property is zoned for business park uses, including, without limitation, general office and call center use. Landlord represents and warrants that this Lease shall not be subject to any Title Restrictions other than (i) the Title Restrictions described on Exhibit K attached hereto, and (ii) any Title Restrictions hereinafter recorded that do not interfere with Tenant’s use of the Premises for the Permitted Uses or impose additional costs upon Tenant (regardless of whether such costs are imposed directly under such Title Restriction or pursuant to this Lease).

     3.  TERM .

          3.1 The Initial Term of the Lease commences at 12:01 a.m. on the Commencement Date and terminates at 12:00 midnight on the Expiration Date, unless extended or earlier terminated as set forth herein (the Initial Term together with any extensions thereof is herein referred to as the “Term”).

          3.2 Notwithstanding the foregoing, Tenant shall have the option to terminate this Lease with respect to the original Premises effective at any time after the seventh (7th) anniversary of the Commencement Date hereof, provided that Tenant shall provide Landlord with not less than twelve (12) months’ prior written notice of such early termination (“First

Termination Option”). Upon the effective date of such termination, Tenant shall pay Landlord a payment equal to the sum of: (i) all unamortized tenant improvement costs (excluding costs of Landlord’s Work, and not to exceed amounts expended by Landlord under the Finish Allowance), leasing commissions and legal fees, in each case to the extent paid by Landlord in connection with this Lease (amortized over a ten [10] year period at an interest rate of nine and five/tenths percent [9.5%]), plus (ii) an amount equal to Base Rent (i.e. excluding the Tenant’s Pro Rata Share of estimated Operating Expenses and any other additional rent hereunder) for the next four (4) calendar months subsequent to the effective date of such termination (the “First Termination Option Termination Fee”).

          3.3 In the event that the Initial Term of this Lease is extended pursuant to (x) Tenant’s exercise of the expansion option pursuant to Section 41 below, (y) or Tenant’s exercise of the Right of First Refusal pursuant to Section 42 below; then, in either event, Tenant shall have the option to terminate this Lease with respect to the entire Premises (including the Expansion Space and any Potential Offering Space) effective at any time after the seventh (7th) anniversary of the Expansion Commencement Date or Offering Space Commencement Date, as applicable. Upon the effective date of such termination, Tenant shall pay Landlord a payment equal to the sum of: (i) the portion of the First Termination Option Termination Fee which would have been paid by Tenant if Tenant had exercised the First Termination Option at such time with respect to the original Premises pursuant to Section 3.2 above, plus (ii) all unamortized tenant improvement costs (excluding costs of Landlord’s Work, and not to exceed amounts expended by Landlord under the Finish Allowance), leasing commissions and legal fees, in each case to the extent paid by Landlord in connection with this Lease with respect to the Expansion Space or Potential Offering Space, as applicable (amortized over a ten [10] year period at an interest rate of nine and five/tenths percent [9.5%]), plus (iii) an amount equal to Base Rent for the Expansion Space or Potential Offering Space, as applicable (i.e. excluding the Tenant’s Pro Rata Share of estimated Operating Expenses and any other additional rent hereunder) for the next four (4) calendar months subsequent to the effective date of such termination (the “Second Termination Option Termination Fee”). Notwithstanding the foregoing, at such time as the Expansion Space or Potential Offering Space (as applicable) is added to the Premises and the Initial Term of this Lease is extended as set forth in Section 41.8 or Section 42.6 below (as applicable), the First Termination Option granted by Landlord to Tenant pursuant to Section 3.2 above shall be deemed automatically revoked.

     4.  RENT . Commencing on the Rent Commencement Date and on the first day of each calendar month of the Term thereafter, Tenant shall pay Base Rent in the monthly amount stated in Section 1.4, in advance without notice (all amounts, including Base Rent, to be paid by Tenant pursuant to this Lease as the context requires are sometimes referred to collectively as “Rent[s]”). Rents shall be paid without set off, abatement, or diminution (except as expressly set forth herein), to Landlord at 2725 Rocky Mountain Avenue, Suite 200, Loveland, Colorado 80538, or at such other place as Landlord from time to time designates in writing in accordance with Section 29.2 below. In the event of any partial Lease Year during the Term, Tenant shall only be required to pay Rent allocable to the calendar months during such partial Lease Year. Rent allocable to any partial calendar month during the Term shall be prorated on a per diem basis.

     5.  COMPLETION OF THE PREMISES .

          5.1 Landlord shall deliver possession of the Premises to Tenant on the Commencement Date, vacant, broom clean and with the Landlord’s Work Substantially Complete (as defined in the Work Letter). Except for the Landlord’s Work (including, without limitation, any Punch List Items or latent defects), Landlord shall have no obligation for completion or remodeling of the Premises, and Tenant shall accept the Premises in their “as is” condition on the Commencement Date. Notwithstanding the foregoing, Landlord represents and warrants that all building systems constituting part of Landlord’s Work shall be in good working condition, order and repair as of the Commencement Date. Promptly after the Commencement Date, Landlord and Tenant agree to execute a Commencement Certificate in the form attached hereto as Exhibit C setting forth the exact Commencement Date and Expiration Date.

          5.2 Notwithstanding any provision to the contrary herein, on or before the date that is one hundred fifty (150) days prior to the Commencement Date (the “Delivery Date”), Landlord shall provide Tenant with access to the Premises. Item Nos. 1 through 7, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be completed on or before the Delivery Date and remaining Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on said Exhibit E shall be completed not less than one hundred five (105) days prior to the Commencement Date. Such Item Nos. 8 through 13, inclusive, of “Initial Landlord’s Work” described on Exhibit E attached hereto shall be referred to herein as “Landlord’s Secondary Initial Work.” Tenant shall be permitted continuous access to the Premises from and after the Delivery Date to enable Tenant to construct the Tenant’s Finish Work (as defined in the Work Letter) and install equipment, furniture, systems, telephone/data and otherwise perform such work to prepare the Premises for Tenant’s occupancy. Landlord shall also provide Tenant with early access to the Premises prior to the Delivery Date to allow Tenant to install wire, cabling, conduits and other related equipment and facilities related to or serving the HVAC and electrical systems at the Premises. Tenant and Landlord shall coordinate the timing and scope of such work at the Premises prior to the Delivery Date in order to allow for any Tenant installations that may be installed prior to the completion of the applicable portions of the Landlord’s Work. All such early access to the Premises, regardless of whether it occurs before or after the Delivery Date, shall not trigger the “Commencement Date” or the “Rent Commencement Date” of this Lease, and shall be subject to such reasonable rules and regulations as shall be established by Landlord to protect Landlord’s Work, minimize conflicts between contractors and subcontractors and maintain safety at the Premises. Commencing on the Delivery Date, Tenant agrees that all terms and provisions of this Lease shall be in effect, excluding, however, Tenant’s obligation to pay Rent which shall commence on the Rent Commencement Date as provided in Section 1.8 above.

          5.3 Except as provided in the Work Letter, and except for any latent defects or Punch List Items, taking possession of the Premises by Tenant on the Commencement Date shall be conclusive evidence that the Premises are in the condition agreed between Landlord and Tenant and shall constitute an acknowledgment by Tenant of satisfactory completion of any work which Landlord has agreed to perform.

          5.4 Notwithstanding any provision to the contrary herein, Landlord represents and warrants to Tenant that (a) to the best of Landlord’s knowledge, as of the Commencement Date, the Building and the Premises shall be in material compliance with all environmental laws; (b) as of the Commencement Date, the Building and the Premises shall be in material compliance with all applicable zoning laws, land use laws, agreements and the requirements of the Title Restrictions insofar as they relate to the Real Property described on Exhibit B and there shall be no violations of the Title Restrictions which will materially interfere with Tenant’s use or occupancy of the Premises and the Building; (c) the use of the Premises for general office purposes and for the operation of a 24 hour per day, 7 day per week call center is permitted as of right at the Real Property under all Applicable Legal Requirements; (d) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith; (e) no other party has any possessory right to the Premises or has claimed the same; and (f) Landlord shall acquire fee simple title to the Real Property on or before July 15, 2008 (“Acquisition Deadline Date”), subject to no mortgage other than a construction loan with a lender to be selected by Landlord and whose identity shall be disclosed to Tenant no later than ten (10) days following the date of the recording of such lender’s mortgage or deed of trust encumbering the Real Property. In the event Landlord shall fail to acquire fee simple title to the Real Property on or before the Acquisition Deadline Date, Tenant may thereafter elect to terminate this Lease by giving written notice to Landlord of such election at any time prior to the acquisition of fee simple title to the Real Property by Landlord.

          5.5 Within sixty (60) days after the Commencement Date, Landlord and Tenant may each have the Premises measured by an architect or engineer (“Landlord’s Professional” or “Tenant’s Professional,” as applicable) and provide the other party with written notice of such measurement (“Revised Measurement”). If the Revised Measurement of either party reveals that the Rentable Area of the Premises is less than or greater than that specified in this Lease, and upon acceptance of the Revised Measurement by the other party, or pursuant to the determination of the Independent Professional as set forth in the following grammatical paragraph, as applicable (“Final Measurement”), then, effective as of the Rent Commencement Date, the amounts set forth in this Lease for Base Rent and any other charges based upon the size of the Premises shall be revised based upon such Final Measurement. In such event, the parties hereto shall promptly execute a supplemental instrument evidencing the revised amounts; provided, however, that if the Final Measurement reveals that the Rentable Area of the Premises is greater than 52,500 Rentable Square Feet, then Base Rent and other charges based upon the size of the

Premises shall be revised based upon a deemed square footage of 52,500 Rentable Square Feet.

     If either party does not agree with the Revised Measurement determined by Landlord’s Professional or Tenant’s Professional, as applicable, such party disputing the measurement may have the Premises remeasured by its architect or engineer within thirty (30) days after such party’s receipt of the Revised Measurement and the Landlord’s Professional and Tenant’s Professional shall consult with each other to reconcile any difference. If Landlord’s Professional and Tenant’s Professional are unable to mutually agree upon the Rentable Area of the Premises within fifteen (15) days after the expiration of such 30-day period, then Landlord’s Professional and Tenant’s Professional shall select a third qualified architect or engineer (“Independent Professional”) within such 15-day period and such Independent Professional shall, within five (5) business days after his or her selection, make a determination as to the gross square footage contained within the Building and constituting the “Rentable Area” or “Rentable Square Feet” and provide notice of the same in writing to the parties. The determination of the Independent Professional shall be final and binding upon the parties. Such final measurement determined pursuant to the preceding sentence shall be deemed the “Final Measurement” set forth in the preceding paragraph.

     Landlord shall be responsible for the payment of the fee of the Landlord’s Professional and Tenant shall be responsible for the payment of the fee of the Tenant’s Professional. If an Independent Professional is selected to measure the Premises, the fee of the Independent Professional shall be borne equally by Landlord and Tenant.

     If Tenant shall have made any payments to Landlord prior to the Final Measurement, then a prompt adjustment shall be made in said payments to reflect the revised amounts. Any overpayment by Tenant shall be credited by Landlord against Rent next due and payable, and any underpayment by Tenant shall be due to Landlord within thirty (30) days after the Final Measurement is complete. The determination of the measurement shall be computed in accordance with the current BOMA Standard Methods for Measuring Floor Area in Industrial Buildings for a Single Occupancy One Story Building using the Exterior Wall Methodology.

          5.6 Notwithstanding any provision to the contrary contained in this Lease or the Work Letter attached hereto as Exhibit D, in the event that the Commencement Date is later than three hundred ninety (390) days following the date of the issuance by the City of Loveland, Colorado, of a footing and foundation permit for the Building (subject to extension for any Force Majeure Delay or any Tenant Delay, as defined in the Work Letter attached hereto as Exhibit D) (the “Outside Termination Date”), then Tenant shall have the right to terminate this Lease by written notice to Landlord at any time after the Outside Termination Date, but prior to the Commencement Date.

     6.  OPERATING EXPENSES .

          6.1 Definitions. The additional terms below have the following meanings in this Lease:

               (1) “Landlord’s Accountants” means that individual or firm employed by Landlord from time to time to keep the books and records for the Building Complex, and/or to prepare the federal and state income tax returns for Landlord with respect to the Building Complex, which books and records shall be certified to by a representative of Landlord. All determinations made hereunder shall be reasonably made by Landlord’s Accountants unless otherwise stated.

               (2) “Building Rentable Area” means approximately fifty thousand (50,000) gross square feet of space in the Building, subject to adjustment in accordance with Section 5.5 above. If there is a change in the aggregate Building Rentable Area as a result of an addition, partial destruction, modification to building design, or similar cause which causes a reduction or increase in the Building Rentable Area on a permanent basis, then Landlord’s Accountants shall make such adjustments in the computations as are necessary to provide for such change.

               (3) “Tenant’s Pro Rata Share” or “Pro Rata Share” means the percentage set forth in Section 1.5.

               (4) “Operating Expense Year” means each calendar year during the Term, except that the first Operating Expense Year begins on the Rent Commencement Date and ends on December 31 of such calendar year and the last

Operating Expense Year begins on January 1 of the calendar year in which this Lease expires or is terminated and ends on the date of such expiration or termination. If an Operating Expense Year is less than twelve (12) months, Operating Expenses for such year shall be prorated on a per diem basis.

               (5) “Operating Expenses” means all operating expenses of any kind or nature, paid or incurred by the Landlord, which are in Landlord’s reasonable judgment necessary, appropriate, or customarily incurred in connection with the operation, service and maintenance of the Building Complex, including costs incurred in fulfillment of Landlord’s services, operation and maintenance obligations under the terms of this Lease. “Operating Expenses” include:

          (a) All real property taxes and assessments, including assessments made pursuant to Centerra Metropolitan District Nos. 2 and 4, levied against the Building Complex by any governmental or quasi-governmental authority, including taxes, assessments, surcharges, or service or other fees of a nature not presently in effect which are hereafter levied on the Building Complex as a result of the use, ownership or operation of the Building Complex or for any other reason, whether in lieu of or in addition to, any current real estate taxes and assessments. Any assessments made by Centerra Metropolitan District Nos. 2 and 4 against the Building Complex shall be uniformly applicable to all other real property within Centerra Metropolitan District Nos. 2 and 4. In no event shall taxes and assessments include any federal or state income taxes levied or assessed on Landlord. Expenses for tax consultants to contest taxes or assessments are also included as “ Operating Expenses ” (all of the foregoing are collectively referred to herein as “ Taxes ”). Taxes also include special assessments, license taxes, business license fees, business license taxes, commercial rental taxes, levies, charges, penalties or taxes, imposed by any authority against the Premises, Building Complex or any legal or equitable interest of Landlord thereon. Special assessments are deemed payable in such number of installments permitted by law, whether or not actually so paid, and include any applicable interest on such installments. Taxes (other than special assessments) are computed on an accrual basis based on the year in which they are levied, even though not paid until the following Operating Expense Year. Tenant shall have the right to require Landlord to seek abatements of Taxes in accordance with all applicable municipal procedures, and Landlord agrees to undertake such action on behalf of Tenant, provided that the cost of any such abatement proceeding shall be deemed an Operating Expense. After Tenant requests Landlord to seek an abatement of Taxes, Landlord, in paying any Taxes, shall not make such payment in such an amount, in such a manner, or at such a time as would prejudice any abatement proceeding unless failure to make such payment would jeopardize Landlord’s interest in the Premises, Building or Real Property, in which case payment shall be made so that such interest is not so jeopardized. Notwithstanding the foregoing or any provision to the contrary herein, the following shall be excluded from Taxes and shall be paid solely by Landlord: inheritance, estate, succession, transfer, gift, franchise, or capital stock tax, or any income taxes arising out of or related to ownership and operation of income producing real estate, or any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it;

          (b) Costs of supplies, including costs of relamping and replacing ballasts in all Building standard tenant lighting;

          (c) Costs of energy for the Building Complex (except to the extent paid directly by Tenant to the applicable service provider), including costs of propane, butane, natural gas, steam, electricity, solar energy and fuel oils, coal or any other energy sources;

          (d) Costs of water and sanitary and storm drainage services;

          (e) Costs of security services;

          (f) Costs of general maintenance, repairs, and replacements including costs under HVAC and other mechanical maintenance contracts; and repairs and replacements of equipment used in maintenance and repair work;

          (g) Costs of maintenance, repair and replacement of landscaping;

          (h) Insurance premiums for the Building Complex, including all-risk or multi-peril coverage, together with loss of rent endorsement; the part of any claim paid under the deductible portion of any insurance policy carried by Landlord; public liability insurance; and any other insurance carried by Landlord on any component parts of the Building Complex;

          (i) Except as otherwise provided herein, all labor costs, including wages, costs of worker’s compensation insurance, payroll taxes, fringe benefits, including pension, profit-sharing and health benefits, and legal fees and other costs incurred in resolving any labor dispute;

          (j) Professional building management fees, costs and expenses, including costs of office space and storage space required by management for performance of its services (said building management may, at Landlord’s option, be performed either by a third-party or Landlord-affiliated property management company), in an amount not to exceed four percent (4%) of all gross receipts paid to Landlord pursuant to this Lease;

          (k) Legal, accounting, inspection, and other consulting fees (including fees for consultants for services designed to produce a reduction in Operating Expenses or improve the operation, maintenance or state of repair of the Building Complex);

          (l) Costs of capital improvements and structural repairs and replacements to the Building Complex to conform to changes subsequent to the Commencement Date in any statutes, rules, regulations, zoning laws, other laws, codes, ordinances, decrees and orders of applicable federal, state and local governmental authorities (“Applicable Laws”) (all such capital improvements, repairs and replacements herein referred to as “Required Capital Improvements”); and the costs of any capital improvements and structural repairs and replacements designed primarily to reduce Operating Expenses, but only to the extent of any resulting reductions in Operating Expenses (herein “Cost Savings Improvements”). Expenditures for Required Capital Improvements and Cost Savings Improvements will be amortized at a market rate of interest over the useful life of such capital improvement (as determined in accordance with generally accepted accounting principles);

          (m) Costs incurred for Landlord’s Accountants including costs of any experts and consultants engaged to assist in making the computations; and

          (n) All dues, assessments, impositions and charges payable to associations.

“Operating Expenses” do not include:

                    (i) Costs of work which Landlord performs for any tenant, including permit, license and inspection costs, incurred with respect to the installation of tenants’ or other occupants’ improvements or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Building Complex;

                    (ii) Costs incurred by Landlord to the extent that Landlord is reimbursed by insurance proceeds or is otherwise reimbursed;

                    (iii) Leasing commissions, advertising and promotional expenses, and other costs incurred in leasing space in the Building Complex, and costs of acquisition and maintenance of signs in or on the Building Complex identifying the owner of the Building Complex or other tenants;

                    (iv) Costs of repairs or rebuilding necessitated by condemnation;

                    (v) Any bad debt expenses and interest, principal, points and fees on debts or amortization on any mortgage or other debt instrument encumbering the Building, Building Complex or the Real Property;

                    (vi) Depreciation, amortization and interest payments, except on equipment, materials, tools, supplies and vendor type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation, amortization and interest payments would otherwise have been included in the charge for such third party’s services, all as determined in accordance with generally accepted accounting principles, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life;

                    (vii) To the extent paid directly by the Tenant, as hereinafter provided, electrical costs for the Premises and janitorial services for the Premises;

                    (viii) Costs that represent income or use taxes of Landlord other than use taxes charged to Landlord for equipment, materials or supplies used by Landlord in connection with maintenance and repair as set forth above; and salaries and other benefits paid to the employees of Landlord to the extent customarily included in or covered by a management fee (if any), provided that in no event shall Operating Expenses include salaries and/or benefits attributable to personnel above the level of Building manager;

                    (ix) Any ground or underlying lease rental;

                    (x) Marketing costs, including leasing commissions, attorneys’ fees (in connection with the negotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/or assignments), space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building Complex;

                    (xi) Expenses voluntarily incurred by Landlord (but not mandatory expenses for which payment by Landlord is required) in connection with services or other benefits which are not offered to Tenant or for which Tenant is charged for directly;

                    (xii) Costs incurred by Landlord due to the violation by Landlord or any tenant of the terms and conditions of any lease of space in the Building Complex or any Title Restrictions;

                    (xiii) Management fees paid or charged by Landlord in connection with the management of the Building, except to the extent expressly provided above;

                    (xiv) Rent for any office space occupied by Building management personnel to the extent the size or rental rate for of such office space exceeds the size or fair market rental value of office space occupied by management personnel of comparable buildings in the vicinity of the Building;

                    (xv) Amounts paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis, excluding property management services incurred pursuant to Section 6.1(5)(j) which shall be an “Operating Expense;”

                    (xvi) Landlord’s general corporate overhead and general and administrative expenses;

                    (xvii) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord;

                    (xviii) Services provided, taxes, attributable to, and costs incurred in connection with the operation of any retail, restaurant and garage operations for the Building, and any replacement garages or parking facilities and any shuttle services;

                    (xix) Costs incurred in connection with upgrading the Building to comply with laws, rules, regulations and codes in effect prior to the Commencement Date;

                    (xx) Except as expressly provided in Section 6.1(5)(a), all assessments and premiums which are not specifically charged to Tenant because of what Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord in the maximum number of installments permitted by law and not included as Operating Expenses except in the year in which the assessment or premium installment is actually paid;

                    (xxi) Costs arising from the gross negligence or willful misconduct of Landlord or other tenants or occupants of the Building or their respective agents, employees, licensees, vendors, contractors or providers of materials or services;

                    (xxii) Costs arising from Landlord’s charitable or political contributions;

                    (xxiii) Costs arising from latent defects or original design defects in the Building construction, materials or equipment, or repair thereof;

                    (xxiv) Costs for sculpture, paintings or other objects of art;

                    (xxv) Costs and assessments arising under the Title Restrictions resulting from or attributable to (i) procuring building permits in connection with the Landlord’s Work, or (ii) the installation or connection of utilities and drainage facilities at the Real Property;

                    (xxvi) Costs and assessments arising under the Declaration resulting from or attributable to Special Assessments (as defined in the Declaration); and

                    (xxvii) Costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, including accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building, costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Building management, or between Landlord and other tenants or occupants.

               (6) Landlord has prepared in good faith an estimated budget for Operating Expenses for a full twelve (12) month period attached hereto as Exhibit F . Such estimate is provided without representation or warranty as to the accuracy thereof.

          6.2 Estimated Payments . During each Operating Expense Year beginning with the first month of the first Operating Expense Year and continuing each month thereafter throughout the Term, Tenant shall pay Landlord, at the same time as Base Rent is paid, an amount equal to Tenant’s Pro Rata Share of one-twelfth (1/12) of Landlord’s estimate of any Operating Expenses for the particular Operating Expense Year (“Estimated Payment”).

          6.3 Annual Adjustments .

               (1) Within ninety (90) days after the end of each Operating Expense Year, Landlord shall submit to Tenant a statement setting forth the exact amount of Tenant’s Pro Rata Share of the Operating Expenses for such Operating Expense Year (the “Operating Statement”). As soon as reasonably possible after the beginning of the second Operating Expense Year (but in no event in excess of ninety (90) days thereafter), Landlord’s Operating Statement shall set forth the difference, if any, between Tenant’s actual Pro Rata Share of Operating Expenses allocable to the Operating Expense Year just completed and the Estimated Payments by Tenant allocable to such Operating Expense Year. Each Operating Statement shall also set forth the projected increase or decrease, if any, in Operating Expenses for the new Operating Expense Year and the resulting increase or decrease in Tenant’s monthly Rent for such new Operating Expense Year above or below the Rent paid by Tenant for the immediately preceding Operating Expense Year.

               (2) To the extent that Tenant’s Pro Rata Share of Operating Expenses for the period covered by an Operating Statement is different from the Estimated Payments by Tenant allocable to the Operating Expense Year just completed, Tenant shall pay Landlord any deficiency within thirty (30) days following receipt by Tenant of the Operating Statement, or receive a credit from Landlord against the next due Rent in an amount equal to any overpayment by Tenant (provided, however, that if the Lease is terminated, or to the extent that the amount of such overpayment exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement), as the case may be. Until Tenant receives an Operating Statement, Tenant’s Estimated Payment for the new Operating Expense Year shall continue to be paid at the prior Estimated Payment amount, but Tenant shall commence payment of Rent based on the new Estimated Payment amount beginning on the first day of the calendar month following the calendar month in which Tenant receives the new Operating Statement. Tenant shall also pay Landlord or deduct from the Rent next due and payable, as the case may be, on the date required for the first payment, as adjusted, the difference, if any, between the Estimated Payment for the new Operating Expense Year set forth in the Operating Statement and the Estimated Payment actually paid during the new Operating Expense Year (provided, however, that if the Lease is terminated, or to the extent that the amount of such difference exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty (30) days after delivery of the Operating Statement). If, during any Operating Expense Year, there is a change in the information on which Tenant is then making its Estimated Payments so that the prior estimate is no longer accurate, Landlord may revise the estimate and there shall be such corresponding adjustments made in the monthly Rent on the first day of the calendar month following notice to Tenant as shall be necessary by either increasing or decreasing, as the case may be, the amount of monthly Rent then being paid by Tenant for the balance of the Operating Expense Year.

          6.4 Miscellaneous . In no event will any decrease in Rent pursuant to any provision hereof result in a reduction of Rent below the Base Rent. Delay by Landlord in submitting any Operating Statement for any Operating Expense Year does not affect the provisions of this Section except to the extent provided hereunder, or constitute a waiver of Landlord’s rights for such Operating Expense Year or any subsequent Operating Expense Years. Notwithstanding any provision to the contrary contained herein, in no event shall Tenant be responsible for any adjusted or additional Rent amounts charged by Landlord with respect to any particular Operating Expense Year unless invoiced to Tenant on or before the date that is eighteen (18) months after the conclusion of such Operating Expense Year.

          6.5 Dispute . If Tenant disputes an adjustment submitted by Landlord or a proposed increase or decrease in the Estimated Payment, Tenant shall give Landlord notice of such dispute within one hundred eighty (180) days after Tenant’s receipt of the adjustment. If Tenant does not give Landlord timely notice, Tenant waives its right to dispute the particular adjustment. If Tenant timely objects, Tenant may engage its own certified public accountants (“Tenant’s Accountants”) to verify the accuracy of the statement complained of or the reasonableness of the estimated increase or decrease. If Tenant’s Accountants determine that an error has been made, Landlord’s Accountants and Tenant’s Accountants shall endeavor to agree upon the matter, failing which such matter shall be submitted to an independent certified public accountant selected by Landlord, with Tenant’s reasonable approval, for a determination which will be conclusive and binding upon Landlord and Tenant. All costs incurred by Tenant for Tenant’s Accountants shall be paid for by Tenant unless Tenant’s Accountants disclose an error, acknowledged by Landlord’s Accountants (or found to have occurred through the above independent determination), of more than five percent (5%) in the computation of the total amount of Operating Expenses, in which event

Landlord shall pay the reasonable costs incurred by Tenant to obtain such audit. Notwithstanding the pendency of any dispute, Tenant shall continue to pay Landlord the amount of the Estimated Payment or adjustment determined by Landlord’s Accountants until the adjustment has been determined to be incorrect. If it is determined that any portion of the Operating Expenses were not properly chargeable to Tenant, then Landlord shall credit such amount against Rent next due and payable (provided, however, that if the Lease is terminated, or to the extent that such amount exceeds Rent payable for the remainder of the Term of this Lease, Landlord shall provide Tenant with a cash reimbursement within thirty [30] days after such determination).

     7.  SERVICES .

          7.1 Subject to the provisions below, Landlord agrees, in accordance with standards reasonably determined by Landlord from time to time for the Building (provided that such standards shall be at levels comparable to those at similar first class buildings within the master-planned community known as “Centerra” or in other comparable master-planned communities situated in northern Colorado): (1) to furnish hot and cold running water at those points of supply for general use by Tenant; and (2) to furnish heated or cooled air (as applicable), electrical current, and maintenance (to the extent required under Section 11 below) to the Premises for standard office and call center use (items [1] and [2] are jointly called “Services”). The costs incurred by Landlord in providing such Services, except for the initial installation costs in connection therewith (which shall be performed by Landlord at its sole cost and expense to the extent included in Landlord’s Work), shall be included within “Operating Expenses,” subject to the Amortization Requirement (defined below). Tenant shall have access to the Premises 24 hours a day, 7 days a week for the Permitted Use.

          7.2 Tenant shall pay for the costs (whether directly or as an Operating Expense) of all utility deposits, fees and monthly service charges for electricity and natural gas services to the Premises. Tenant shall also pay the cost of replacing light bulbs and/or tubes and ballasts used in all lighting in the Premises.

          7.3 Landlord may, upon prior written notice to Tenant (except that in the case of emergency Landlord may provide written notice to Tenant within a reasonable time thereafter), temporarily discontinue, reduce, or curtail Services to the extent necessary due to accident, casualty repairs, alterations, strikes, lockouts, Applicable Legal Requirements, or any other happening beyond Landlord’s reasonable control. Except as provided in Section 7.4 below, Landlord is not liable for damages to Tenant or any other party as a result of any interruption, reduction, or discontinuance of Services (either temporary or permanent) nor shall the temporary occurrence of any such event be construed as an eviction of Tenant, or cause or permit an abatement, reduction or setoff of Rent (except as specifically provided in this Lease), or operate to release Tenant from Tenant’s obligations.

          7.4 An “Abatement Event” shall be defined as an event or circumstance (other than those addressed in Sections 18 and 19 below) that is within the reasonable control of Landlord and which prevents Tenant from using the Premises or any portion thereof, as a result of any failure to provide Services (as defined in Section 7.1 above) or access to the Premises. Tenant shall give Landlord notice (“Abatement Notice”) of any such Abatement Event, and if such Abatement Event continues beyond the “Eligibility Period” (as that term is defined below), then the Base Rent and Tenant’s other monetary obligations to Landlord shall be abated entirely or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, Rent to Landlord shall be abated entirely for such time as Tenant continues to be so prevented from using, and does not use, the Premises. The term “Eligibility Period” shall mean a period of three (3) consecutive days after Landlord’s

receipt of any Abatement Notice(s). In addition, if an Abatement Event continues for one hundred eighty (180) consecutive days after any Abatement Notice, Tenant may terminate this Lease by written notice to Landlord at any time prior to the date such Abatement Event is cured by Landlord.

          7.5 Tenant shall promptly notify Landlord of any accidents or material defects in the Building of which Tenant actually becomes aware, including defects in pipes, electric wiring, and HVAC equipment, and of any condition which may cause material injury or damage to the Building or any person or property therein.

     8.  QUIET ENJOYMENT . So long as this Lease is in full force and effect, Tenant is entitled to the quiet enjoyment and peaceful possession of the Premises, subject to the provisions of this Lease; the statutes, rules, regulations, zoning laws, other laws, codes, ordinances, decrees and orders of applicable federal, state and local governmental authorities, Title Restrictions and any other recorded instruments now or hereafter in effect (together, “Applicable Legal Requirements”).

     9.  DEPOSIT . Tenant has deposited and will keep on deposit at all times during the Term with Landlord the Deposit as security for the payment and performance of Tenant’s obligations under this Lease. If, at any time, Tenant is in default (beyond applicable notice and cure periods), Landlord has the right to apply the Deposit, or so much thereof as necessary, in payment of Rent, in reimbursement of any expense incurred by Landlord, and in payment of any damages incurred by Landlord by reason of such Event of Default. In such event, Tenant shall on demand of Landlord forthwith remit to Landlord a sufficient amount in cash to restore the Deposit to the original amount. If the entire Deposit has not been utilized, the remaining amount will be refunded to Tenant or to whoever is then the holder of Tenant’s interest in this Lease, without interest, within thirty (30) days after full performance of this Lease by Tenant. Landlord may commingle the Deposit with other funds of Landlord. Landlord may deliver the Deposit to any purchaser of Landlord’s interest in the Premises, and, in such an event, Landlord shall be discharged from further liability therefor. Tenant agrees that if a Mortgagee succeeds to Landlord’s interest in the Premises by reason of foreclosure or deed in lieu of foreclosure, Tenant has no claim against the Mortgagee for the Deposit or any portion thereof unless such Mortgagee has actually received the same from Landlord (Landlord hereby agreeing to deliver such amounts to any such Mortgagee). If claims of Landlord exceed the Deposit, Tenant shall remain liable for the balance.

     10.  CHARACTER OF OCCUPANCY .

          10.1 Tenant shall be entitled to occupy the Premises for the Permitted Use and for no other purpose, and shall pay on demand for any damage to the Premises caused by misuse or abuse by Tenant, Tenant’s agents or employees, or any other person entering upon the Premises under express or implied invitation of Tenant (collectively, “Tenant’s Agents”). Tenant, at Tenant’s expense, shall comply with all Applicable Legal Requirements with respect to the occupation or alteration of the Premises, provided Tenant shall not be responsible for structural repairs or alterations except to the extent set forth in Section 6.1(5)(l) above. Tenant shall not commit or permit waste or any nuisance on or in the Premises. Notwithstanding the foregoing or any other provision of this Lease, however, Tenant shall not be responsible for compliance with any Applicable Legal Requirements or the like requiring (i) structural repairs or modifications or (ii) repairs or modifications to the utility or building service equipment except to the extent the same are due to Tenant’s negligence or willful misconduct (but the costs of such repairs or modifications to the utility or building service equipment which are not the result of original defects in construction or workmanship shall constitute an Operating Expense as set forth in Section 11.1 below), or (iii) installation of new building service equipment, such as fire detection or suppression equipment, unless such repairs, modifications, or installations described in (i) through (iii) above shall (a) be required pursuant to Section 6.1(5)(l) above, and in such an event only to the extent so required, (b) be due to Tenant’s particular manner of use of the Premises (as opposed to office and call center use generally), or (c) be due to the negligence or willful misconduct of Tenant or any agent, employee, or contractor of Tenant.

          10.2 Tenant shall, at its own cost and expense, cause the removal and disposal of Tenant’s refuse and garbage. Disposal of all refuse and garbage shall be accomplished in accordance with all Applicable Legal Requirements.

     11.  MAINTENANCE, ALTERATIONS AND REENTRY .

          11.1 Throughout the Term, Tenant shall be responsible for all repairs and replacements to (i) all interior, non-structural and non-building system elements of the Premises, and (ii) Tenant’s Generator, UPS equipment, and the HVAC equipment serving Tenant’s computer server room at the Premises. Except as provided in the preceding sentence, Landlord shall provide upkeep, maintenance, replacement and repairs to (i) HVAC, mechanical, life safety, electrical and other building systems which serve the Premises, the cost of which shall, subject to the Amortization Requirement, constitute an Operating Expense; (ii) the Building, the Building Complex and all Common Areas, including the Building’s roof, floor slabs, exterior, exterior windows, exterior lighting, foundation and structural elements, the cost of which shall, subject to the Amortization Requirement, constitute an Operating Expense (except for structural repairs and construction defects which shall be repaired at the sole expense of Landlord and which shall not be deemed an Operating Expense); and (iii) to the extent located within the Real Property, the roadways, walkways, landscaping and parking areas serving the Building and the utility lines and systems serving the Building and Building Complex, and roadway snow and ice removal, the cost of which, excluding initial installation and construction costs, shall constitute an Operating Expense. To the extent any such Operating Expenses are incurred for payment of capital improvements or repairs, such costs shall be amortized at a market rate of interest over the useful life of such capital improvements as determined in accordance with generally accepted accounting principles (the “Amortization Requirement”). Notwithstanding any term or condition of this Lease to the contrary, in the event of emergency (and, for the purposes of this Section 11.1 any condition that threatens to materially interrupt Tenant’s business operations shall constitute an emergency), Tenant shall have the right to perform Landlord’s repairs, maintenance or service to the extent necessary to alleviate the emergency, provided that Tenant shall notify Landlord of the emergency and the self-help activity as soon as is practicable under the circumstances. To the extent that the costs incurred by Tenant for such emergency repairs do not otherwise constitute an “Operating Expense” as defined in this Lease, Landlord shall reimburse Tenant for the reasonable cost of Tenant’s performance of Landlord’s repair, maintenance or service obligation pursuant to this Section 11.1 within thirty (30) days after Tenant’s demand therefor, which shall be accompanied by a detailed description of the costs incurred and paid invoices for the same. Except as provided in this Section or otherwise expressly required in this Lease, Landlord is not required to make improvements or repairs to the Premises during the Term.

          11.2 Landlord or Landlord’s agents may enter the Premises (i) at any time to respond to emergency conditions and (ii) upon forty-eight (48) hours prior notice to Tenant for non-emergency maintenance, examination and inspection in connection with Landlord’s obligations hereunder, or to perform, if Landlord elects, during the continuation of any Event of Default only, any obligations of Tenant which Tenant fails to perform or such cleaning, maintenance, repairs, replacements, additions, or alterations as Landlord deems necessary for the safety, improvement, or preservation of the Premises or other portions of the Building Complex or as required by Applicable Legal Requirements or this Lease. Without limiting the foregoing, upon forty-eight (48) hours prior notice to Tenant, Landlord or Landlord’s agents may also show the Premises to prospective purchasers and any holder of a mortgage or deed of trust affecting all or any portion of the Building Complex (in any case, a “Mortgagee”), and, during the last six (6) months of the term, to any prospective tenants. Any such entry or reentry by Landlord shall not constitute an eviction or entitle Tenant to abatement of Rent, provided that Landlord shall upon any such entry, (i) use reasonable efforts to minimize any disruption to Tenant’s use or occupancy of the Premises and (ii) use reasonable efforts to coordinate Landlord’s activities with Tenant’s activities in order to avoid unnecessary interference with Tenant’s use or occupancy of the Premises. Landlord may make such alterations or changes in other portions of the Building Complex as Landlord desires so long as such alterations and changes do not unreasonably interfere with Tenant’s occupancy, access or use of the Premises, or adversely affect Tenant’s parking or other rights hereunder. Landlord may use the Common Areas and one (1) or more entrances to the Building Complex as may be necessary in Landlord’s judgment to complete such work. Notwithstanding anything to the contrary contained in this Section 11.2; (a) Landlord agrees that, except in the event of an emergency, Landlord shall not perform any work in the Premises other than work expressly required to be performed by Landlord under this Lease; and (b) Tenant may establish reasonable requirements applicable to Landlord’s permitted entry into the Premises for the security of Tenant’s equipment, confidential information, documents and other personal property kept at the Premises and for preventing interruption of Tenant’s business operations at the Premises, and Landlord agrees to comply with all such reasonable requirements when exercising any Landlord right to enter the Premises.

     12.  ALTERATIONS AND REPAIRS BY TENANT .

          12.1 Except for the Tenants’ Finish Work, Tenant shall not make any alterations to the Premises during the Term (collectively “Alterations”), that (i) are structural in nature; (ii) affect the exterior appearance of the Building; (iii) are reasonably projected to cost Two Hundred Thousand Dollars ($200,000.00) or more per Alteration in any one (1) instance, including, without limitation, any instance when by an amendment of or addition to the scope of work of a Permitted Alteration, the cost will then exceed such amount; (iv) in Landlord’s reasonable opinion, materially adversely affect the value of the Building or that may reasonably be expected to cause damage to one or more of the Building’s various operating, mechanical, electrical or plumbing systems (or increases Tenant’s usage of electricity beyond building design standards); or (v) otherwise adversely affect operation of the Building and/or one or more of said systems (except to the extent such Alteration will result in an upgrade to the system in question or otherwise shall provide modifications thereto that shall eliminate any such adverse effect), without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding any provision to the contrary contained herein, Landlord agrees that Tenant shall have the right (but not the obligation), without Landlord’s consent, to install uninterrupted power source (“UPS”) equipment within the Premises, a trash dumpster at the Real Property, and install HVAC equipment and related facilities in the computer server room at the Premises. Alterations which are not subject to the provisions of subparts (i) through (v) of this Section 12.1 shall be deemed to be “Permitted Alterations.”

          12.2 Tenant may make the Permitted Alterations without Landlord’s prior written consent but otherwise subject to the provisions of this Lease including, without limitation, this Section 12. Within sixty (60) days after the expiration of each calendar year during the term hereof, Tenant shall deliver to Landlord a reasonably detailed statement of all Permitted Alterations performed by Tenant during such year. Such report shall be accompanied by copies of any as-built plans Tenant may have prepared (under Applicable Legal Requirements or otherwise) or caused to be prepared in connection with any such Permitted Alterations.

          12.3 No Alterations, other than Permitted Alterations, shall be undertaken or begun by Tenant until Landlord has approved the written plans and specifications for such work, which approval shall not be unreasonably withheld, delayed or conditioned. Landlord agrees to respond to any request for approval of Alterations, including approval of the written plans and specifications for such work, within ten (10) days after receipt thereof. If Landlord fails to respond to a request for approval within such ten (10) day period, Tenant shall have the right to send a second notice, indicating that Landlord’s approval will be deemed granted if not withheld within ten (10) days, and if Landlord shall fail to respond within ten (10) days after delivery of such second notice, Landlord’s approval shall be deemed to have been granted. No amendments or additions to such plans and specifications shall be made without the prior written consent of Landlord, which shall be governed by the foregoing provisions, except that the initial response period shall be ten (10) days. Landlord’s consent or approval of the plans, specifications and working drawings for any Alterations shall not constitute any warranty or representation by Landlord (and shall not impose any liability on Landlord) as to their completeness, design sufficiency, or compliance with Applicable Legal Requirements. Tenant shall at its cost: pay all actual out-of-pocket engineering and design costs paid by Landlord as to all Alterations (other then Permitted Alterations), obtain all governmental permits and approvals required, and cause all Alterations to be completed in compliance with Applicable Legal Requirements and requirements of Landlord’s insurance. All such work relating to Alterations shall be performed in a good and workmanlike manner, using new materials and equipment at least equal in quality to the initial Tenant finish. Tenant shall deliver to Landlord prior to commencement of any Alterations, certificates issued by insurance companies qualified to do business in the State of Colorado, evidencing that worker’s compensation, public liability insurance, products liability insurance, and property damage insurance (in amounts, with companies and on forms reasonably satisfactory to Landlord) are in force and maintained by all contractors and subcontractors engaged to perform such work. All liability policies shall name Landlord, the manager of the Building, as designated by Landlord from time to time in accordance with Section 29 below (the “Building Manager”), and Mortgagee as additional insureds. Each certificate shall provide that the insurance may not be cancelled or modified without thirty (30) days’ prior written notice to Landlord and Mortgagee. Subject to Section 11.2 above, Landlord also has the right to post notices in the Premises in locations designated by Landlord stating that Landlord is not responsible for payment for such work and containing such other information as Landlord deems necessary. All such work shall be performed in a manner which does not

unreasonably interfere with Landlord, or impose material additional expense upon Landlord in the operation of the Building Complex (unless Tenant agrees in writing to reimburse Landlord for the same).

          12.4 Provided that Tenant shall satisfy the requirements set forth in Section 12.3 above and without limiting the rights of Tenant under Section 12.2 above, Landlord hereby authorizes Tenant to, at Tenant’s election (i) construct, install and operate, at Tenant’s sole cost, a cafeteria at the Premises within the area shown on Exhibit G , including any required improvements to the base building systems, such as grease traps, exhaust systems and similar improvements required in connection with such cafeteria and, notwithstanding any provision of Section 14 below to the contrary, to allow third party operation of the cafeteria for the benefit of Tenant, its employees, tenants, guests and invitees; (ii) construct and install an exterior dining area for employees within the area shown on Exhibit G , subject to the requirement that the exterior dining area first be reviewed and approved by the Centerra Design Review Committee established pursuant to the Title Restrictions (“Centerra Design Review Committee”); (iii) construct, install and, notwithstanding any provision of Section 14 below to the contrary, allow a third party to operate, at Tenant’s sole cost, an exercise room and locker room at the Premises within the area shown on Exhibit G ; (iv) install an emergency generator and pad sites adjacent to the Building within the area shown on Exhibit G , at Tenant’s sole expense, provided that the Centerra Design Review Committee shall review and approve such installation and that the installation is in compliance with the Millennium GDP Guidelines (“Tenant’s Generator”); and (v) install a pole mounted basketball hoop and backboard at the Parking Lot in a location to be mutually agreed upon by Landlord and Tenant.

          12.5 Tenant shall keep the Premises in as good order, condition, and repair, as on the Commencement Date, loss by fire or other casualty, condemnation and ordinary wear excepted.

          12.6 All Alterations, including partitions, paneling, carpeting, and light fixtures affixed to the Premises and the drapes or other window coverings (but not including movable office furniture not attached to the Building) are deemed a part of the real estate and the property of Landlord and shall remain upon and be surrendered with the Premises at the end of the Term, whether by lapse of time or otherwise, unless Landlord notifies Tenant no later than fifteen (15) days prior to the end of the Term that it elects to have Tenant remove all or part of such Alterations, and in such event, Tenant shall at Tenant’s expense promptly remove the Alterations specified and restore the Premises to their prior condition, reasonable wear and tear excepted. Notwithstanding the foregoing or any provision to the contrary contained herein, (i) Tenant shall retain title to and be entitled to remove any movable office furniture, equipment and other personal property at the Premises (including, without limitation, projector screens, whiteboards, cubes, Tenant’s Generator, Tenant’s UPS equipment, and the HVAC equipment serving Tenant’s computer server room at the Premises), and (ii) Tenant shall not be required or permitted to remove from the Premises any portion of the Landlord’s Work, the Tenant’s Finish Work or the Alterations to the extent such improvements or portions thereof constitute standard and customary Class A general office improvements. In addition, Tenant shall not be required to remove any improvements that Landlord designates (or is deemed to designate) as not requiring removal in accordance with Section 12.7 below.

          12.7 At the time Tenant requests Landlord’s consent to any Alterations (including the Tenant’s Finish Work), Tenant may request that Landlord designate which elements of such Alterations must be removed pursuant to this Section 12 and Landlord shall make that designation on the date Landlord gives Landlord’s consent to such Alterations. If Tenant’s request is provided in accordance with the foregoing and if Landlord fails to so notify Tenant whether Tenant shall be required to remove the subject Alterations at the expiration or earlier termination of this Lease, it shall be deemed that Landlord shall not require the removal of the subject Alterations.

     13.  MECHANICS’ LIENS . Tenant shall pay for all work done on the Premises by Tenant or at its request of a character which may result in liens on Landlord’s or Tenant’s interest and Tenant will keep the Premises free of all mechanics’ liens, and other liens on account of such work. Tenant indemnifies, defends, and saves Landlord harmless from all liability, loss, damage, or expenses, including attorneys’ fees, on account of any claims of laborers, materialmen or others for work performed or for materials or supplies furnished to Tenant or persons claiming under Tenant. If any lien is recorded against the Premises or Real Property or any suit affecting title thereto is commenced as a result of such work, or supplying of materials, Tenant shall cause such lien to be removed of record within fifteen (15) days after notice from Landlord or Tenant shall post a sufficient bond against the same in an amount equal to one hundred fifty percent (150%) of the claimed

mechanic’s lien designating Landlord as the beneficiary thereof. If Tenant desires to contest any claim, Tenant must furnish Landlord adequate security of at least one hundred fifty percent (150%) of the amount of the claim, plus estimated costs and interest and, if a final judgment establishing the validity of any lien is entered, Tenant shall promptly pay and satisfy the same. If Tenant fails to proceed as aforesaid, Landlord may pay such amount and any costs, and the amount paid, together with reasonable attorneys’ fees incurred, shall be payable to Landlord upon demand.

     14.  SUBLETTING AND ASSIGNMENT .

          14.1 Tenant, as well as any other party that has acquired an interest in this Lease by virtue of a sublease or assignment, shall not sublet any part of the Premises nor assign or otherwise transfer this Lease or any interest herein (sometimes referred to as “Transfer,” and the subtenant or assignee may be referred to as “Transferee”) without the consent of Landlord first being obtained, which consent will not be unreasonably withheld, conditioned or delayed, provided that: (1) Tenant must give Landlord written notice of the proposed Transfer pursuant to the provisions of Section 14.3 below; (2) the Transferee is engaged in the Permitted Use and the Premises will be used in a manner which does not conflict with any exclusive use rights granted, prior to the date hereof, to any other tenant of any other building within the project known as Centerra (provided that Landlord gives Tenant prior written notice of all such restrictions and further provided that no such exclusive use rights shall prohibit the use of the Premises for the Permitted Uses); (3) no continuing Event of Default on the part of Tenant exists at the time it makes its request; and (4) the Transferee is not a governmental or quasi-governmental agency. “Transfer” includes a sale by Tenant of substantially all of its assets, a merger of Tenant with another corporation, the transfer of twenty-five percent (25%) or more of the stock in a corporate tenant, or transfer of twenty-five percent (25%) or more of the beneficial ownership interests in a partnership or limited liability company or other non-corporate tenant.

          14.2 Following any Transfer in accordance with this Section 14, Landlord may, during an Event of Default by Tenant, collect rent from the Transferee and apply the net amount collected to the Rent, but no Transfer or collection will be deemed an acceptance of the Transferee as Tenant or release Tenant from its obligations. Consent to a Transfer shall not relieve Tenant from obtaining Landlord’s consent to any other Transfer. Notwithstanding Landlord’s consent to a Transfer, Tenant shall continue to be primarily liable for its obligations. If Tenant collects any rent or other amounts from a Transferee in excess of the Rent for any monthly period, Tenant shall pay Landlord the excess monthly, as and when received.

          14.3 Tenant shall give Landlord written notice at least twenty-one (21) days prior to the effective date of the proposed Transfer; provided, however, that if Tenant is prohibited by (i) Applicable Legal Requirements or (ii) contract with respect to a proposed Permitted Transfer as defined in Section 14.5 below, from disclosing a proposed Permitted Transfer and/or a proposed Permitted Transferee prior to the effective date of a Permitted Transfer, Tenant shall provide written notice of such Permitted Transfer to Landlord within thirty (30) days following the effective date of such Permitted Transfer (“Tenant’s First Notice”). Tenant’s First Notice shall describe the portion of the Premises to be transferred and the terms and conditions of such transfer. Landlord shall, by written notice to Tenant within twenty-one (21) days after Tenant’s First Notice, either (i) consent to the Transfer by the execution of a consent agreement in a form mutually acceptable to Landlord and Tenant, or (ii) in accordance with this Section 14, reasonably refuse to consent to the Transfer by written notice to Tenant. If Landlord fails to provide such notice or consent agreement within said twenty-one (21) day period, Tenant shall send Landlord a second notice containing the same information as was provided with Tenant’s First Notice. If Landlord fails to provide notice or consent agreement within ten (10) days following the second notice, it shall be deemed that Landlord has consented to the Transfer.

          14.4 Except in connection with a Permitted Transfer as set forth in Section 14.5 below (i) all documents utilized by Tenant to evidence a Transfer are subject to approval by Landlord, and (ii) Tenant shall pay Landlord’s actual out-of-pocket expenses, including reasonable attorneys’ fees, of determining whether to consent and in reviewing and approving the documents. Tenant shall provide Landlord with such information as Landlord reasonably requests regarding a proposed Transferee, including financial information.

          14.5 Notwithstanding anything to the contrary contained in this Lease, Tenant may, without Landlord’s prior written consent, but upon notice to Landlord as set forth above, sublet all or any portion of the Premises or assign Tenant’s interest in this Lease to: (i) a subsidiary, affiliate, parent or other entity to Tenant which controls, is controlled by, or is under common control with, Tenant; (ii) a successor entity to Tenant resulting from merger, consolidation, non bankruptcy reorganization, or government action; or (iii) a purchaser of all or any significant portion of Tenant’s stock or assets (any of the foregoing, a “Permitted Transfer”).

     15.  DAMAGE TO PROPERTY . Tenant agrees Landlord is not liable for any injury or damage, either proximate or remote, occurring through or caused by fire, water, steam, or any repairs, alterations, injury, accident, or any other cause to the Premises, to any furniture, fixtures, Tenant improvements, or other personal property of Tenant kept or stored in the Premises, or in other parts of the Building Complex, unless caused by the gross negligence or willful misconduct of Landlord. The keeping or storing of all property of Tenant in the Premises and Building Complex is at the sole risk of Tenant.

     16.  TENANT’S INSURANCE AND INDEMNITY TO LANDLORD .

          16.1 Except with respect to claims waived by Landlord pursuant to Section 18.6 below, Tenant agrees to indemnify, defend, and hold Landlord and Building Manager harmless from all liability, costs, or expenses, including attorneys’ fees, on account of damage to the person or property of any third party, to the extent caused by the gross negligence or breach of this Lease by the Tenant or Tenant’s Agents, but except to the extent caused by the gross negligence or willful misconduct of Landlord or Landlord’s contractors, licensees, agents, servants, or employees.

          16.2 Tenant shall maintain throughout the Term the following insurance:

               (1) Workmen’s compensation insurance for protection of Tenant, its owners, partners and employees as required by law, and employer’s liability insurance with the following limits:

               (a) Each accident: One Hundred Thousand Dollars ($100,000.00).

               (b) Each occupational disease: One Hundred Thousand Dollars ($100,000.00).

               (c) Occupational disease aggregate: Five Hundred Thousand Dollars ($500,000.00).

The workmen’s compensation and employer’s liability insurance policies of Tenant shall contain a waiver of subrogation as to Landlord. The limits of liability for this coverage shall be as required by applicable statute.

               (2) Broad form general liability insurance covering bodily injury, including death, personal injury, property damage and contractual liability. The broad form general liability insurance policy shall provide coverage on an occurrence basis and shall include explosion, collapse, underground hazard and products/completed operations coverage. Minimum limits of liability provided by this coverage shall be as follows:

               (a) General aggregate: Two Million Dollars ($2,000,000.00).

               (b) Products/completed operations aggregate: Two Million Dollars ($2,000,000.00).

               (c) Personal and advertising injury: One Million Dollars ($1,000,000.00).

               (d) Each occurrence: One Million Dollars ($1,000,000.00).

               (e) Umbrella or excess policy limit: Four Million Dollars ($4,000,000.00).

               (3) Automobile liability insurance covering the use, operation and maintenance of any automobiles, trucks, trailers or other vehicles owned, hired or non-owned by Tenant providing bodily injury, including death, and property damage coverage. Minimum limits of liability provided by this coverage shall be a combined single limit of One Million Dollars ($1,000,000.00).

          With respect to the foregoing insurance policies to be provided by Tenant, Tenant agrees as follows:

               (1) Tenant shall notify Landlord of any claims equal to or greater than ten percent (10%) of the insurance policy limits (paid or reserved) which are applied against the aggregate of any of the required insurance policies. The full aggregate general liability policy limits required above shall be available with respect to Tenant’s obligations hereunder and Tenant shall obtain a project specific/location specific aggregate limit endorsement confirming such coverage.

               (2) All insurance required hereunder shall be maintained in full force and effect in a company or companies satisfactory to Landlord which shall have, at a minimum, an investment grade rating by Standard and Poor’s or Moody’s rating services, at Tenant’s expense, and until the expiration of the Term hereof.

               (3) All insurance shall be subject to the requirements that Landlord must receive prior written notice thirty (30) days before cancellation of or failure to renew any such policy. In the event of the threatened cancellation for nonpayment of premiums, Landlord may pay the same on behalf of Tenant and add such payments to amounts then and subsequently owing to Landlord hereunder.

               (4) Prior to occupancy of the Premises, and ten (10) days prior to the expiration of the then current policy, Tenant shall deliver certificates in form reasonably acceptable to Landlord evidencing that the insurance required under this Lease is in effect.

               (5) Failure to furnish the required insurance certificates in accordance with Section 16.2(4) above shall constitute a default by Tenant hereunder.

               (6) Landlord and any other party required to be indemnified by Tenant under this Lease shall be named as an additional insured on Tenant’s policies of automobile liability, broad form general liability and any excess liability insurance required by this Lease.

               (7) All insurance provided by Tenant hereunder shall be primary to any insurance policies held by Landlord.

     17.  SURRENDER AND NOTICE .

          17.1 Upon the expiration or other termination of this Lease, Tenant shall immediately quit and surrender to Landlord the Premises broom clean, in good order and condition, ordinary wear and tear and loss by fire or other casualty or condemnation excepted, and Tenant shall remove all of its movable furniture and other personal property, at Landlord’s option, and related equipment in the Building installed for Tenant, and such Alterations, as Landlord requires, all subject to the provisions of Section 12 above.

     18.  INSURANCE, CASUALTY, AND RESTORATION OF PREMISES .

          18.1 Landlord shall maintain property insurance for the Building Complex, the core and shell of the Building in such amounts, from such companies, and on such terms and conditions, including insurance for loss of Rent as Landlord deems appropriate, from time to time.

          18.2 Tenant shall maintain throughout the Term insurance coverage at least as broad as ISO Special Form Coverage against risks of direct physical loss or damage (commonly known as “all risk”) for the full replacement cost of Tenant’s property and betterments in the Premises, including tenant finish in excess of the initial Tenant finish.

          18.3 If the Building is damaged by fire or other casualty which renders the Premises wholly untenantable or the damage is so extensive that an architect selected by Landlord certifies in writing to Landlord and Tenant within sixty (60) days of said casualty that the Premises cannot, with the exercise of reasonable diligence, be made fit for occupancy within one hundred eighty (180) days from the happening thereof, then, at the option of Tenant exercised in writing within thirty (30) days of such determination, this Lease shall terminate as of the occurrence of such damage. In the event of termination, Tenant shall pay Rent duly apportioned up to the time of such casualty and forthwith surrender the Premises and all interest in this Lease. If Tenant fails to do so, Landlord may reenter and take possession of the Premises and remove Tenant. If, however, the damage is such that the architect certifies that the Premises can be made tenantable within such one hundred eighty (180) day period or Tenant does not elect to terminate the Lease despite the extent of damage, then the provisions below apply.

          18.4 If the Premises are damaged by fire or other casualty that does not render them wholly untenantable or require a repair period in excess of one hundred eighty (180) days, Landlord shall with reasonable promptness except as hereafter provided repair the Premises to the extent of the initial Landlord’s Work and Tenant’s Finish Work. If the Building is damaged by fire or other casualty at any time which is during the twelve (12) months prior to the Expiration Date and Tenant has not exercised its option to extend the Term of this Lease pursuant to Section 40 within fifteen (15) business days following receipt of notice from Landlord’s architect that the Premises are wholly untenantable or that the damages are so extensive that they will require a repair period in excess of one hundred eighty (180) days, then, within fifteen (15) business days after the expiration of such 15-business day period, either party may terminate this Lease as a result of the occurrence of such damage by giving written notice to the other; provided, however, in the event that such casualty does not render the Premises wholly untenantable, Landlord shall neither have the right to terminate this Lease nor the obligation to restore the Premises, and Tenant, at its option, shall be entitled to continue to use and occupy the Premises for the remainder of the term notwithstanding such casualty or damage, and Rent shall abate following the occurrence of such casualty or damage in the same proportion that the part of the Premises rendered untenantable or unusable for the uses permitted hereunder, bears to the whole Premises. In the event of termination by either party pursuant to this Section 18.4, Tenant shall pay Rent duly apportioned up to the date of such casualty and forthwith surrender the Premises and all interest therein. If Tenant fails to do so, Landlord may reenter and take possession of the Premises and remove Tenant.

          18.5 Landlord and Tenant waive all rights of recovery against the other and its respective officers, partners, members, managers, agents, representatives, and employees for loss or damage to its real and personal property kept in the Building Complex which is required to be insured by such party hereunder. Tenant also waives all such rights of recovery against Building Manager. Each party shall, upon obtaining the property damage insurance required by this Lease, notify the insurance carrier that the foregoing waiver is contained in this Lease and shall use reasonable efforts to obtain an appropriate waiver of subrogation provision in the policies.

          18.6 Rent shall abate following any event of casualty or damage described in this Section 18, in the same proportion that the part of the Premises rendered untenantable or unusable for the uses permitted hereunder, bears to the whole Premises.

          18.7 If (a) the Premises are materially damaged by fire or other casualty during the last eighteen (18) months of the Term and Tenant has not exercised its Term extension rights under this Lease, or (b) the Premises are materially damaged by fire or other casualty and not restored (including restoration of the Landlord’s Work and Tenant’s Finish Work) within one hundred eighty (180) days after the date of such fire or other casualty or such additional period of time for delays beyond the reasonable control of Landlord but in no event beyond two hundred forty (240) days, then Tenant shall have the right, exercisable by notice delivered within thirty (30) days after the date of such fire or other casualty (with respect to clause (a) above) or at any time after expiration of such one hundred eighty (180) day or two hundred

forty (240) day period, as applicable, while failure to restore the Premises and the Landlord’s Work and Tenant’s Finish Work persists (with respect to clause (b) above), to terminate this Lease, effective as of the date of delivery of such notice.

          18.8 The Landlord shall indemnify and save harmless Tenant, and the directors, officers, agents, and employees of Tenant, against and from all claims, expenses, or liabilities of whatever nature (a) arising directly or indirectly from any default or breach by Landlord or Landlord’s contractors, licensees, agents, servants, or employees under any of the terms or covenants of this Lease or failure of Landlord or such persons to comply with any rule, order, regulation, or lawful direction now or hereafter in force of any public authority, in each case to the extent the same related, directly or indirectly to the management operation or repair of the Building and/or the use of the Common Areas; or (b) arising directly or indirectly from any accident, injury, or damage, however caused, to any person or property, on the Common Area as a result of the gross negligence or willful misconduct of Landlord, or Landlord’s contractors, agents, servants or employees;