EXECUTION COPY

LEASE AGREEMENT

BY AND BETWEEN

PHIPPS TOWER ASSOCIATES, LLC

AS LANDLORD

AND

THE WILLIAM CARTER COMPANY

AS TENANT

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “ Lease ”) made this 14 ^th day of December, 2012 (the “ Effective Date ”)

BETWEEN:

PHIPPS TOWER ASSOCIATES, LLC , a Delaware limited liability company

(hereinafter called the “ Landlord ”)

OF THE FIRST PART,

--- and ---

THE WILLIAM CARTER COMPANY , a Massachusetts corporation, doing business as Carter’s

(hereinafter called the “ Tenant ”)

OF THE SECOND PART,

In consideration of the rents, covenants and agreements hereinafter contained, the Landlord and Tenant hereby agree as follows:

1. LEASED PREMISES

Leased Premises

The Landlord does demise and lease to the Tenant the premises (the “ Leased Premises ” or “ Premises ”) located in a building (the “ Building ”) having a municipal address of 3438 Peachtree Road, Atlanta, Georgia 30326, and known as Phipps Tower (the Leased Premises, the Building, together with the lands described in Schedule “A” attached hereto and present and future improvements, additions and changes thereto owned by Landlord being herein called the “ Property ”), as generally depicted on the “Site Plan” attached as Schedule “A-1” attached hereto. Landlord and Tenant agree that the rentable square feet (“ Rentable Area ”) of the Leased Premises as measured in accordance with Schedule “B” attached hereto shall contain a total of approximately 222,730 square feet of Rentable Area, and shall consist of the following: (i) approximately 133,349 square feet of Rentable Area on Floors 16 through 20, inclusive, of the Building (subject to the Landlord’s and the Tenant’s re-measurement rights set forth in Schedule “B” attached hereto), (ii) approximately 11,102 square feet of Rentable Area on Floor 10 (also identified as the “ Crossover Floor ”) known as Suite 1050 (subject to the Landlord’s and the Tenant’s re-measurement rights set forth in Schedule “B” attached hereto) and (iii) approximately 78,279 square feet of Rentable Area on Floors 5 through 7, inclusive, of the Building (subject to the Landlord’s and the Tenant’s re-measurement rights set forth in Schedule “B” attached hereto) and the approximate locations are depicted on the Building “Stacking Plan” attached hereto as Schedule “G-1” and on the plans marked Schedules “B1” through “B9”, inclusive, attached hereto. The parties agree that the Rentable Area of the Leased Premises will be determined by space planning and programming and that Tenant may, at its sole election, increase or decrease the Rentable Area of the Leased Premises by 15%+/-, written notice of which must be provided to Landlord by March 1, 2013, failing which, Tenant will be deemed to be leasing the above described and defined Leased Premises. Landlord’s architect will measure the Leased Premises based on Tenant’s approved plans and Landlord will provide to Tenant for Tenant’s review and approval a proposed calculation of the useable and rentable square footage

of the Leased Premises. Tenant shall have the right to have Tenant’s architect review and approve or disapprove such calculation. Any difference between the calculations of the 2 architects will be resolved by such architects, subject to Landlord’s and Tenant’s final review and approval. The Leased Premises shall be delivered to the Tenant in two (2) phases: the “Phase I Premises” and the “Phase II Premises” as set forth below. Notwithstanding the foregoing, the Phase I Premises and the Phase II Premises are sometimes hereinafter collectively referred to as the “Leased Premises” or “Premises”. The multi-tenant common area factor is 18.3% for any floors which the Tenant partially occupies, and the single tenant factor is between 8% and 10% which varies by floor.

2. TERM

Term;

Contingency

(a) TO HAVE AND TO HOLD the Leased Premises for and during the term of sixteen (16) years (the “ Term ”) to be computed from the 1st day of May, 2014 (the “ Commencement Date ”), and to be fully complete and ended on the 30 ^th day of April, 2030 (the “ Expiration Date ”), unless otherwise extended or terminated pursuant to the terms and conditions hereof.

The parties acknowledge and agree that this Lease is contingent upon the Landlord and the Landlord’s affiliate, John Hancock Life Insurance Company (USA), a wholly owned subsidiary of Manulife Financial (the “ Existing Landlord ”), and Tenant entering into a termination agreement (“ Existing Lease Termination Agreement ”) to terminate Tenant’s lease of all space in The Proscenium, having an address of 1170 Peachtree Street, Atlanta, Georgia, simultaneously with the execution of this Lease. Among other things, such Existing Lease Termination Agreement shall provide for the following: that Tenant’s existing lease obligation at Proscenium shall terminate on December 31, 2013; that in the event of any holdover at Proscenium under such lease after the above date, the holdover rate will be 150% of the last month’s base rental obligation with all other rents remaining the same, unless the Tenant gives Landlord at least four (4) months prior written notice of its election to holdover for up to two (2) months; that in such event, the holdover rate for the initial two (2) months of such holdover following the expiration of the lease term will be at 110% of the last month’s base rental obligation with all other rents remaining the same, and any additional holdover will be unauthorized and will be at 150% of the base rental obligation for the last month of the expired term with all other rents remaining the same; and that during the initial three (3) months of holdover, Tenant shall not be liable for any consequential damages related to holdover; and that Tenant shall have no obligation to remove any alterations, additions or improvements made to Tenant’s existing premises in the Proscenium building (including for example only, any telecommunications and/or computer cabling or wires, all of which may be left in such premises), any removal obligation under Tenant’s existing lease as amended shall be waived by the landlord thereunder.

Early Access;

Beneficial Occupancy

Period; Commencement

Date Memorandum

(b) The Landlord will deliver to the Tenant upon written request and the Tenant may take, up to three (3) full floors of the Leased Premises, in full floor increments (the “ Phase I Premises ”), following the full execution and delivery of this Lease by both parties hereto in order to complete the Leasehold Improvements (as defined in Schedule “F” ) in the Phase I Premises, which Phase I Premises may be occupied by the Tenant at any time following substantial completion thereof prior to the Commencement Date (the “ Initial Occupancy ”). The period between the Initial Occupancy and the Commencement Date shall be referred to as the “ Beneficial Occupancy Period ,” and shall be free of Basic Rent and Additional Rent. The balance of the Leased Premises (the “ Phase II Premises ”) shall be delivered by Landlord to Tenant upon written request at any time following the full execution and delivery of this Lease by both parties hereto in order to complete the Leasehold Improvements in the Phase II Premises. The Phase II Premises may be occupied by the Tenant following completion thereof for the conduct of business as a part of the Beneficial Occupancy Period prior to the Commencement Date, but in any event no earlier than April 1, 2013. Tenant’s early access to the Leased Premises for such purposes shall be upon all of the terms and conditions of this Lease (i.e., Tenant must have provided Landlord the required insurance certificates prior to such occupancy, etc.) except Tenant shall pay no Rent during the Beneficial Occupancy Period. In addition, upon completion of the Leasehold Improvements and during the Beneficial Occupancy Period, Tenant may occupy all or a part of the Leased Premises for the purpose of conducting business therein.

(c) Within ten (10) business days after written notice of request of Landlord given on or after May 1, 2014, Tenant agrees to give Landlord a document confirming the Rentable Area of the Leased Premises and certifying that Tenant has accepted delivery of the Leased Premises and that the condition of the Premises complies with Landlord’s obligations hereunder. Such document shall be in the form attached hereto as Schedule “H” and by this reference incorporated herein.

Over-holding

(d) Provided that the Tenant gives the Landlord written notice at least six (6) months prior to the expiration of the Term (“ Holdover Notice ”), which Holdover Notice must specify the number of months in the Authorized Holdover Period, as defined below, the Tenant shall have the right to holdover in all or part of the Leased Premises on a month-to-month basis as follows: (i) for up to two (2) months after expiration of the Term (the “ Initial Authorized Holdover Period ”) at one hundred ten percent (110%) of the “Basic Rent” (as hereinafter defined) due in the month immediately preceding the commencement of the Initial Authorized Holdover, plus “Additional Rent” (as hereinafter defined) in the same amount as was due in the month immediately preceding the commencement of the Initial Authorized Holdover Period (collectively, the “ Initial Authorized Holdover Period Rent ”); and (ii) for the next two (2) months after the Initial Authorized Holdover Period (the “ Additional Authorized Holdover Period ”; the Initial Authorized Holdover Period and the Additional Authorized Holdover Period being referred to herein collectively as the “ Authorized Holdover Period ”) at a monthly rate of one hundred twenty-five percent (125%) of the Basic Rent due in the month immediately preceding the commencement of the Initial Authorized Holdover plus Additional Rent in the same amount as was due in the month immediately preceding the commencement of the Initial Authorized Holdover Period (collectively, the “ Additional Authorized Holdover Period Rent ”; the Initial Authorized Holdover Period Rent and the Additional Authorized Holdover Period Rent being referred to herein collectively as the “ Authorized Holdover Period Rent ”). There will be no daily proration of the Authorized Holdover Period Rent and the Tenant will pay the Authorized Holdover Period Rent for each month of the Authorized Holdover Period regardless of the number of days of such actual holdover in the applicable month of such Authorized Holdover Period and regardless of whether Tenant actually remains in possession of the Leased Premises during the entire Authorized Holdover Period as first indicated in the Holdover Notice. During the Authorized Holdover Period, Tenant shall not be liable for any damages, either

direct or consequential, related to holdover. Notwithstanding the number of months specified in the Holdover Notice, no less than four (4) months prior to the expiration of the Term, Tenant may supplement the Holdover Notice with a second notice to Landlord (the “ 2 ^nd Holdover Notice ”), which 2 ^nd Holdover Notice may reduce the number of months in the Authorized Holdover Period but only such that there will be at least six (6) full calendar months remaining from the date of the 2 ^nd Holdover Notice through the end of the reduced Authorized Holdover Period. In other words, if the original Authorized Holdover Period was for the entire four (4) months and the 2 ^nd Holdover Notice is given four (4) months prior to the expiration of the Term, the Authorized Holdover Period may only be reduced by two (2) months so that there will be six (6) months remaining from the 2 ^nd Holdover Notice to the expiration of the reduced Authorized Holdover Period.

If the Tenant’s notice is not received prior to such 6-month period or in the event of any other holding over by the Tenant at the expiration of the Term or sooner termination hereof or after the Authorized Holdover Period, in any of such events, the Tenant shall remain in possession without any further written agreement or in circumstances where a tenancy would thereby be created by implication of law or otherwise, a tenancy from year to year shall not be created by implication of law or otherwise, but the Tenant shall be deemed to be a tenant at sufferance, at one hundred fifty percent (150%) of the Basic Rent payable monthly in advance plus Additional Rent and otherwise upon and subject to the same terms and conditions as herein contained, excepting provisions for renewal (if any) and leasehold improvement allowance (if any), contained herein, and nothing, including the acceptance of any Rent by the Landlord, for periods other than monthly periods, shall extend this Lease to the contrary except an agreement in writing between the Landlord and the Tenant and the Tenant hereby authorizes the Landlord to apply any moneys received from the Tenant in payment of such monthly Rent. If and to the extent the Tenant remains in possession of the Leased Premises after the Authorized Holdover Period or otherwise holds over without Landlord’s consent, if Landlord provides Tenant at least sixty (60) days prior written notice that it has leased, or is then negotiating to lease, all or a portion of the Leased Premises to one or more successor tenants (the “ Vacation Notice ”), which Vacation Notice will identify the date(s) by which Landlord must have possession of the Leased Premises, and Tenant fails to vacate the Leased Premises by the date(s) set forth in the Vacation Notice, then Tenant shall indemnify Landlord (y) against all claims for damages by any other tenant to whom Landlord may have leased all or any part of the Leased Premises pursuant to Landlord’s Vacation Notice, and (z) or all other losses, costs and expenses, including reasonable attorney fees, incurred by reason of such holding over. Notwithstanding the foregoing, except for the Authorized Holdover Period, in the event that the Tenant shall hold over after the expiration of the Term and the Landlord shall desire to regain possession of the Leased Premises promptly at the expiration of the Term, then the Landlord, at its sole option, may upon five (5) business days’ notice (i.e., any requirement for 30 or 60 days’ notice being hereby waived) terminate Tenant’s right of possession and commence a dispossessory or summary proceeding to recover possession of the Leased Premises. No holding over by the Tenant after the Term shall be construed to extend the Term of this Lease.

Notwithstanding the foregoing Basic Rent schedule, in addition to Tenant not paying any Rent during the Beneficial Occupancy Period, Tenant will be entitled to an abatement of monthly Basic Rent for the Leased Premises for the first twelve (12) months of the Term (the “ Abatement Period ”), plus an abatement of Tenant’s payments of Additional Rent during the Abatement Period (collectively, the “ Abatement ”). In the event of a monetary Event of Default by Tenant under this Lease during the initial Term beyond any applicable

notice and cure periods, which results in an early termination of this Lease, the foregoing Abatement shall be amortized on a straight-line basis over the initial Term, including the Abatement Period and any unamortized amounts of the Abatement at the time of such early termination of this Lease shall become a component of Landlord’s damages hereunder.

Additional

Rent

(b) The Tenant shall, without deduction or right of offset, except as expressly provided for in this Lease, pay to the Landlord yearly and every year during the Term as additional rental (herein called “ Additional Rent ”) Tenant’s Proportionate Share of:

Payment -

Additional Rent

(c) Additional Rent shall be paid and adjusted with reference to a fiscal period of twelve (12) calendar months (“ Fiscal Period ”), which shall be a calendar year unless the Landlord shall from time to time have selected a Fiscal Period for the Property as a whole and all leases for premises in the Building which is not a calendar year by written notice to the Tenant. Attached hereto as Schedule “C-1” is an illustration of the actual Additional Rent incurred in the 2010 and 2011 Fiscal Periods and an estimate (and only an estimate) of Additional Rent for Fiscal Periods 2012 through 2020.

The Landlord shall advise the Tenant in writing of its estimate of the Additional Rent to be payable by the Tenant during the Fiscal Period (or broken portion of the Fiscal Period, as the case may be, if applicable at the commencement or end of the Term or because of a change in Fiscal Period) which commenced upon the Commencement Date of the Term and for each succeeding Fiscal Period or broken portion thereof which commences during the Term. Such estimate shall in every case be a reasonable estimate and, if requested by the Tenant, shall be accompanied by reasonable particulars of the manner in which it was calculated. Subject to the Abatement, the Additional Rent payable by the Tenant shall be paid in equal monthly installments in advance at the same time as payment of Basic Rent is due hereunder based on the Landlord’s estimate as aforesaid. From time to time, the Landlord may re-estimate, on a reasonable basis, the amount of Additional Rent for any Fiscal Period or broken portion thereof, in which case the Landlord shall advise the Tenant in writing of such re-estimate and fix new equal monthly installments for the remaining balance of such Fiscal Period or broken portion thereof. Within one hundred twenty (120) days after the end of each such Fiscal Period or broken portion thereof the Landlord shall provide the Tenant with a detailed statement (i.e. comparable to Schedule “C-2” hereto) of the actual Additional Rent (“ Statement ” or, collectively, “ Statements ”) payable in respect of such Fiscal Period or broken portion thereof and a calculation of the amounts by which the Additional Rent payable by the Tenant exceeds or is less than (as the case may be) the aggregate installments paid by the Tenant on account of Additional Rent for such Fiscal Period.

Subject to Tenant’s rights under Paragraph 3(g), within thirty (30) days after the submission of such Statement, Landlord shall, upon written request from Tenant, make available to Tenant in Atlanta, Georgia for review the books, records and/or back-up invoices or other materials with respect to such items on the Statement as are reasonably requested by Tenant for such purposes (as opposed to for purposes of an audit). For the period ending thirty (30) days after Landlord makes such books and records available in Atlanta, Georgia, Landlord and Tenant shall attempt to resolve any questions raised by Tenant with respect to the Statement.

Within fifteen (15) days after the expiration of such thirty (30) day period, either the Tenant shall pay to the Landlord any amount by which the amount found payable by the Tenant with respect to such Fiscal

Period or broken portion thereof exceeds the aggregate of the monthly payments made by it on account thereof during such Fiscal Period or broken portion thereof, or the Landlord shall pay to the Tenant any amount by which the amount found payable as aforesaid is less than the aggregate of such monthly payments.

Notwithstanding anything contained herein to the contrary, Tenant’s obligation to pay Tenant’s Proportionate Share of Operating Costs shall, with the exception of Landlord’s Taxes, utility charges, and insurance premiums and costs, snow and ice removal costs, security costs, and the cost of complying with governmental requirements, be limited to a per year cumulative increase of five percent (5%), compounded annually (the “ 5% Cap ”) , i nitially based on actual Operating Costs incurred in calendar year 2014. Increases in Landlord’s Taxes, utility charges and insurance premiums and costs, snow and ice removal costs, security costs, and the cost of complying with governmental requirements shall not be subject to the 5% Cap.

Recovery

of Rent

(d) In this Lease “ Rent ” means all amounts required to be paid by the Tenant pursuant to this Lease including without limitation Basic Rent and Additional Rent.

Accrual

of Rent

(e) Basic Rent and Additional Rent shall be considered as accruing from day to day, and for an irregular period of less than one year or less than one calendar month shall be apportioned and adjusted by the Landlord for the Fiscal Periods of the Landlord in which the tenancy created hereby commences and expires. Where the calculation of Additional Rent for a period cannot be made until after the termination of this Lease, the obligation of the Tenant to pay Additional Rent shall survive the termination hereof and Additional Rent for such period shall be payable by the Tenant upon demand by the Landlord. If the Term commences or expires on any day other than the first or the last day of a month, Basic Rent and Additional Rent for such fraction of a month shall be apportioned and adjusted as aforesaid and paid by the Tenant on the Commencement Date of the Term.

Prepaid Rent

(f) Tenant shall pay to Landlord the first month’s Rent (the “ Advance Monthly Rental Payment ”), which shall be applied to the monthly Basic Rent and Additional Rent due for the first calendar month of the Term upon the earlier to occur of June 1, 2013, or the date on which Tenant occupies any portion of the Leased Premises for business purposes, which Landlord shall credit to Tenant’s account following the Abatement Period.

Audit Right

(g) The information set out in the Statement shall be binding on the Tenant and deemed to be accepted by it and shall not be subject to amendment for any reason unless the Tenant gives written notice (the “ Dispute Notice ”) to the Landlord within one hundred twenty (120) days of the Landlord's submission of such statement, document, or writing identifying the statement, document, or writing. The Dispute Notice shall set out in reasonable detail the reason why such statement, document or writing is objectionable to Tenant, is in error or otherwise should not be binding on the Tenant. If the Tenant disputes the amount of the Additional Rent as aforesaid, Tenant shall have the right to review the books, records and back-up invoices and materials pertaining to Operating Costs as set forth on the Statement before commencing the audit described below. If such dispute is not resolved within forty-five (45) days after the Tenant delivers the Dispute Notice to the Landlord, Tenant shall have the right to audit Landlord’s books and records in accordance with this paragraph. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within fifteen (15) days following the expiration of such 45-day period (the “ Audit Notice ”). Such Audit Notice shall contain the name of the firm that Tenant desire to engage to conduct such audit, (which firm shall be one of the “Big 4” (or the successors thereto) national public accounting firms or another national or regional accounting firm that is proposed by Tenant and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed by Landlord), charging for its services on an hourly rate (and not a contingent fee) basis (“ Acceptable Accountants ”). Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Additional Rent in accordance with the terms and conditions of this Lease and normal and customary accounting methods used by owners of similar buildings in the area for calculating increases in operating costs. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated controllable Additional Rent by six percent (6%) or more, then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $3,500.00, subject to an annual increase of 5% throughout the Term). Further Landlord shall reimburse Tenant for any overpayment of Additional Rent revealed by such audit or Tenant shall pay any underpayment of Additional Rent to Landlord revealed by such audit. Any audit performed pursuant to the terms of this Paragraph shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager in the Building or at such other location in metropolitan Atlanta, Georgia, where Landlord maintains the books and records to be audited by the Acceptable Auditor. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this Paragraph only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended; provided, however, if an audit reveals certain overcharges for the Fiscal Period that is the subject of the audit and the parties concur such error is correct, then Tenant shall have the right to expand its current audit to include Landlord’s books and records for the prior two (2) Fiscal Periods for the same (but only the same) items that were discovered to be overcharged by Tenant’s audit. In the event that Tenant fails to deliver its Dispute Notice to Landlord within the foregoing 120-day period, then Tenant’s right to audit such year’s Statement shall be null and void.

4. SECURITY DEPOSIT

Security

Deposit

Intentionally Omitted.

5. GENERAL COVENANTS

Landlord’s

Covenant

(a) The Landlord covenants with the Tenant:

(i) for quiet enjoyment;

(ii) to construct a fitness facility in the Building (the “ Fitness Facility ”) in accordance with the terms of Special Stipulation No. IX of Schedule “G” attached hereto;

(iii) to construct a café in the Building (the “ Café ”) in accordance with the terms of Special Stipulation No. X of Schedule “G” attached hereto;

(iv) to conduct a Wi-Fi survey of the Building, including elevators and garages, to determine the level of service for the Building. Landlord will use commercially reasonable efforts to complete such survey and present the findings thereof to Tenant no later than February 1, 2013. If any issues are presented to Tenant that Tenant desires to correct, then any work related thereto will be at Tenant’s sole cost and expense and may be paid out of the Allowance, as defined in Schedule “F” attached hereto, if then available;

(v) to observe and perform all the covenants and obligations of the Landlord herein;

(vi) to ensure that the Building (excluding the Leased Premises other than the Building structure and base building systems located within the Leased Premises), the area of the Parking Facility (as hereinafter defined) located on the Property, and all common areas, walkways, entrances, hallways and other public spaces, elevators, stairwells and other pathways for ingress and egress to the Building that are located on the Property (but not including any such areas that are owned by third parties) are compliant with applicable law, including without the Americans with Disabilities Act of 1990, as it may be amended from time to time (“ ADA ”), subject to Landlord’s right to include the costs thereof as an Operating Cost, as set forth and limited by Schedule “D” attached hereto; and

(vii) Tenant shall have the right to use the Leased Premises for general office purposes and other uses and purposes incidental and/or related to Tenant’s retail business, provided that in no event, will Tenant have the right to open and operate a retail store in the Leased Premises.

Tenant’s

Covenant

(b) The Tenant covenants with the Landlord:

(i) to pay Rent;

(ii) to observe and perform all the covenants and obligations of the Tenant herein; and

(iii) to be solely responsible for the compliance of the Leased Premises with applicable laws, including, without limitation, the ADA. Tenant acknowledges the Leased Premises is being delivered to it in its “as-is” condition.

6. USE AND OCCUPANCY

Use

(a) The Tenant covenants with the Landlord not to use the Leased Premises for any purpose other than general office purposes and other uses and purposes incidental and related to Tenant’s retail business and Landlord agrees that Tenant shall have the right to use the Leased Premises for such use throughout the Lease Term, provided that in no event, will Tenant have the right to open and operate a retail store in the Leased Premises, and such use shall be consistent with the character of the Property and compatible with the other office uses of the Property. For purposes of this Section 6(a), an “ Exclusive ” shall mean and refer to an exclusive right to operate a specific business use in premises in the Building that is granted by Landlord to a tenant or lessee or licensee in the Building as to which Landlord has provided Tenant written notice, and a “ Subsequent Exclusive ” shall mean and refer to an Exclusive that is granted by Landlord after the date of this Lease as to which Landlord provides written notice to Tenant. Landlord hereby represents and warrants to Tenant that there are no existing Exclusives that have been granted by Landlord. Tenant agrees that if Landlord grants a Subsequent Exclusive and provides written notice thereof to Tenant, no assignee or subtenant of Tenant pursuant to a transaction entered into by Tenant subsequent to the date of Landlord’s notice of the grant of the Subsequent Exclusive may use the Leased Premises in violation of the Subsequent Exclusive. Tenant further agrees that, if Landlord grants a Subsequent Exclusive (other than an Exclusive relating to or competing with Tenant’s retail business) and such tenant is not a retail company (i.e., a company that is primarily known to be in a retail business [e.g., Sears, JC Penney, Gap, etc.]) (hereinafter, a “ Non-Competing Exclusive ”), then Tenant and any Permitted Transferee (as defined in Section 7(g) herein) agree not to use the Leased Premises in violation of such Non-Competing Exclusive from and after the date of Landlord’s notice of such Non-Competing Exclusive. In other words, no subtenant or assignee of Tenant may use the Leased Premises in violation of any Subsequent Exclusive as to which Landlord has provided written notice to Tenant prior to the date of the assignment or sublease in question but any Non-Competing Exclusive will be applicable to Tenant’s assignees and/or sublessees and to Tenant and any Permitted Transferee from and after the date of Landlord’s notice to Tenant of such Non-Competing Exclusive. In connection with the foregoing, during the Term and any extensions thereof, so long as Tenant is in the children’s clothing business, Landlord agrees not to lease any retail premises located on Floor 1 of the Building to a children’s clothing store;

Waste,

Nuisance, etc.

(b) The Tenant covenants with the Landlord not to commit, or permit, any waste, injury or damage to the Property, including the Leasehold Improvements and any trade fixtures therein, excluding normal wear and tear, any loading of the floors thereof in excess of the maximum degree of loading as determined by the Landlord acting reasonably, any nuisance therein or any use or manner of use causing annoyance to other tenants and occupants of the Property or to the Landlord;

Insurance

Risks

(c) The Tenant covenants with the Landlord not to do, omit or permit to be done or omitted to be done upon the Property anything which would cause to be materially increased the Landlord’s cost of insurance or the costs of insurance of another tenant of the Property against perils as to which the Landlord or such other tenant has insured or which shall cause any policy of insurance on the Property to be subject to cancellation;

Compliance

with Law

(d) The Tenant covenants with the Landlord to comply at its own expense with all governmental laws, regulations and requirements pertaining to the occupation and use of the Leased Premises, including, without limitation, the ADA, the condition of the Leasehold Improvements, trade fixtures, furniture and equipment installed by or on behalf of the Tenant therein and the making by the Tenant of any repairs, changes or improvements therein;

Environmental

Compliance

(ii) The Tenant covenants with the Landlord not to permit or suffer any substance which is hazardous or is prohibited, restricted, regulated or controlled under any Environmental Law to be present at, on or in the Leased Premises, unless it has received the prior written consent of the Landlord which consent may be arbitrarily withheld; provided that the Tenant may permit, store and use ink toner and any other traditional computer and printer materials and other supplies typically used in connection with the Tenant’s permitted use of the Leased Premise to be maintained in the Leased Premises.

The Tenant hereby indemnifies the Landlord from and against any breach or action by the Tenant, its agents, employees, invitees (while same are within the Leased Premises) and/or contractors of the obligations stated in the preceding subsections 6(e)(i) and (ii) and agrees to defend and hold the Landlord harmless from and against any and all loss, damage, cost and/or expenses (including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees) which arise during or after the Term as a result of such breach. This indemnification of the Landlord by the Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of hazardous material present in the soil or ground water on or under the Building which results from such a breach.

As of the date hereof, the Landlord represents to the best of its current knowledge, without any new or current inquiry, diligence or investigation for purposes of this representation, that there are no known hazardous materials (not including office products or supplies customarily found in a first class office building) in, on or about the Building or the Land in violation of applicable Environmental Laws. The Landlord agrees to indemnify and hold the Tenant harmless from and against any breach of the foregoing representation. Further, Landlord agrees to indemnify and hold the Tenant harmless from and against any and all loss, damage, cost and/or expenses (including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees) which arise during or after the Term as a result of Landlord’s breach of any Environmental Laws which results in a contamination that adversely affects Tenant’s use or occupancy of the Leased Premises or access by Tenant to, or the use by Tenant of, the Building’s common areas or Parking Facility.

Rules and

Regulations

(f) The Tenant covenants with the Landlord to observe and perform, and to cause its employees, invitees and others over whom the Tenant can reasonably be expected to exercise control to observe and perform, the Rules and Regulations contained in Schedule “E” hereto, and such further and other reasonable rules and regulations and amendments and additions therein as may hereafter be made by the Landlord and notified in writing to the Tenant, except that no change or addition may be made that is inconsistent with this Lease unless as may be required by governmental regulation or unless the Tenant consents thereto. The imposition of such Rules and Regulations shall not create or imply any obligation of the Landlord to enforce them or create any liability of the Landlord for their non-enforcement or otherwise.

Abandonment

By Tenant

(g)    In the event that Tenant abandons the Leased Premises (i.e., Tenant vacates the Leased Premises absolutely with no obvious intention of returning), without the prior written consent of the Landlord for sixty (60) consecutive days or more while same is capable of being occupied, Landlord will have the right to terminate the Lease, from time to time, with respect to some or all of the Leased Premises and recapture same as Landlord deems necessary by providing written notice thereof to Tenant, which notice will state the date on which such recapture will be effective. Such date must be within six (6) months from the date of the notice. In such event, Tenant will remain liable to pay all Rent due hereunder for such portion or portions of the Leased Premises until the date of termination specified in Landlord’s recapture notice. Further, in such event, Tenant will pay Landlord, within thirty (30) days of demand, a lump sum fee equal to the unamortized amount of (i) Landlord’s proportionate share of the Build Out Costs for the Fitness Facility and (ii) Landlord’s unamortized costs to initially construct and equip the Café, all as defined in Schedule “G” herein, attributable to the portion or portions of the Premises specified as being recaptured in Landlord’s termination notice. The forgoing rights of Landlord will not apply during the final twelve (12) months of the Term for which no Extension Option has been exercised.

7. ASSIGNMENT AND SUB-LETTING

No Assignment

and Subletting

(a) Tenant covenants that, subject to the provisions of this Paragraph 7, it will not assign this Lease or sublet all or any part of the Leased Premises or mortgage or encumber this Lease or the Leased Premises or any part thereof, or suffer or permit the occupation of all or any part of the Leased Premises by others (each of which is a “ Transfer ”) without the prior written consent of the Landlord, which consent the Landlord covenants not to unreasonably withhold, condition or delay (i) as to any assignee, subtenant or occupant (the “ Transferee ”) who is in a reasonably satisfactory financial condition with respect to the obligations to be undertaken by such Transferee with respect to the assignment or sublease in question, agrees to use the Leased Premises for those purposes permitted hereunder, and is otherwise reasonably satisfactory to the Landlord, (ii) as to any portion of the Leased Premises which, in the Landlord’s reasonable judgment, is a proper and rational division of the Leased Premises and thus, does not create any unmarketable and unleasable space, and (iii) such assignee’s or subtenant’s specific use of the Leased Premises will not violate any then-existing tenant’s exclusivity or non-compete provision in such tenant’s lease. Any rights or options of the Tenant to expand, whether through an expansion right, right of first offer, right of first refusal or otherwise or any termination or contraction options, if any, shall not inure to the benefit of any subtenant or assignee in a Transfer (other than a Permitted Transfer as defined below). Landlord shall have no right to change any terms of this Lease in the event of a sublease or assignment. This prohibition against a Transfer without

Landlord’s prior written consent as provided above shall be construed to include a prohibition against any Transfer by operation of law.

Assignment or

Subletting

Procedures

(b) The Tenant shall not effect a Transfer (other than a Permitted Transfer) unless:

(i) it shall have received or procured a bona fide written offer to take an assignment or sublease which is not inconsistent with the Lease, and the acceptance of which would not breach any provision of this Lease if this paragraph is complied with and which the Tenant has determined to accept subject to this paragraph being complied with, and

(ii) it shall have first requested and obtained the consent in writing of the Landlord thereto.

Any request for consent to a Transfer for which Landlord’s consent is required hereunder (a “ Consent Transfer ”) shall be in writing, shall be accompanied by a copy of the bona fide written offer, which shall be certified by an officer of the Tenant as being true and correct, and the Tenant shall furnish to the Landlord all commercially reasonable information available to the Tenant and reasonably requested by the Landlord as to the financial standing and business of the proposed Transferee. If Landlord consents to a proposed Consent Transfer, Tenant shall effect the Transfer only upon the terms set out in the proposed bona fide written offer and only pursuant to Transfer documents submitted to and approved by Landlord and not otherwise. Any consent shall be given without prejudice to Landlord’s rights under this Lease and shall be limited to the particular Transfer in respect of which it was given and shall not be deemed to be an authorization for or consent to any further or other Transfers. In any event, Landlord shall notify Tenant within twenty (20) days of Landlord’s receipt of a request to effect a Consent Transfer, whether Landlord will or will not grant its consent to such proposed Consent Transfer. The Tenant shall have the right to advertise the availability of the Leased Premises for sublease for any Consent Transfer hereunder without restrictions as to the rental rate advertised.

Excess Transfer

Rent

(c) In the event the Landlord consents to any Transfer, the Tenant shall pay to the Landlord, as and when amounts on account are paid by the Transferee to the Tenant, fifty percent (50%) of all excess Transfer rents (hereinafter called the “ Excess Transfer Rent ”), if any, as Rent. The Excess Transfer Rent shall be determined in accordance with the following formula:

All gross revenue received by the Tenant from the Transferee and attributable to the Transfer less:

(i) the Rent paid by the Tenant to the Landlord during the term of the Transfer;

(ii) any reasonable and customary out of pocket transaction costs incurred by the Tenant in connection with such Transfer, including without limitation, attorney’s fees, brokerage commissions, cash inducements and alteration costs, the unamortized portion of any costs paid by Tenant in excess of the Allowance for the construction of the Leasehold Improvements or for Alterations for the particular portion of the Leased Premises subject to the Transfer, and any other reasonable and customary costs.

The Tenant agrees to promptly furnish such information with regard to the Excess Transfer Rent as the Landlord may reasonably request from time to time.

Assumption of

Obligations

(d) No Consent Transfer which constitutes an assignment of this Lease shall be effective unless the Transferee shall execute a reasonable agreement on the Landlord’s form, assuming all the obligations of the Tenant hereunder to be first performed from and after the effective date of such Transfer. In addition, in connection with each Consent Transfer, Tenant shall pay to Landlord, an administrative fee of $500 per request plus Landlord’s reasonable attorney fees incurred in connection therewith, but not to exceed $2,500 per request for processing the Transfer.

Tenant’s Continuing

Obligations

(e) Notwithstanding anything in this Lease to the contrary, the Tenant agrees that any Transfer (including a Permitted Transfer) shall not release the Tenant of its obligations hereunder, and the Tenant shall remain primarily liable hereunder for the obligations of the Tenant until the expiration or earlier termination of the Term.

Change of

Control

(f) Subject to the provisions of this Paragraph 7, if the Tenant or occupant of the Leased Premises at any time is a corporation, it is acknowledged and agreed that the transfer of the majority of the issued capital stock of the corporation or the transfer or issuance of any capital stock of the corporation sufficient to transfer effective voting control of the corporation to others than the shareholder or shareholders having effective voting control of the corporation immediately prior to such transfer or issuance, shall be deemed for all purposes of this Paragraph 7 to be a Transfer and, accordingly, a violation of this Paragraph 7 respecting assignment of this Lease unless the prior written consent of the Landlord is first obtained, if required hereunder, and the Landlord shall have all of the same rights in respect thereof as though any such transfer or issuing of shares or proposed transferring or issuing of shares were a Transfer. If Landlord has a reasonable basis to believe a violation of this Paragraph 7 has occurred, evidence of which is provided to the Tenant, then, subject to the execution of a usual and customary confidentiality agreement by Landlord and its agents, the Landlord shall have reasonable access at all reasonable times during business hours, on ten (10) business days advance written notice to the Tenant, to the relevant books and records of the Tenant, and the Tenant shall make the same available to the Landlord or its representatives for inspection and copying in order for the Landlord to ascertain whether or not there has at any time during the Term been a transfer or issuing of shares, partnership interest or membership interest sufficient to constitute a change in the effective voting control of Tenant. Notwithstanding any provision of this Lease to the contrary, this Paragraph 7(f) shall not apply to the Tenant if and for so long as the Tenant is a corporation whose shares are listed and traded on any recognized stock exchange in Canada or the United States.

Permitted

Transfers

(g) Notwithstanding any provision to the contrary, the Tenant may assign this Lease or sublet the Leased Premises without the Landlord’s consent to one of the following entities (a “ Permitted Transferee ”) in connection with one of the following transactions (individually, “ Permitted Transfer ” and collectively, “ Permitted Transfers ”): (i) to a joint venture partner or to any corporation or other entity that is affiliated with or controls, is controlled by or is under common control with the Tenant; (ii) to any corporation or other entity resulting from a merger, acquisition, consolidation or reorganization of or with the Tenant; or (iii) in connection with the sale of all or substantially all of the assets of the Tenant, so long as the Tenant provides evidence to the Landlord in writing that such assignment or sublease complies with the criteria set forth in (i), (ii) or (iii) above and provided the following conditions, if applicable, are met: (1) the Leased Premises may not be subdivided in such a manner that would not be a rational division of the Leased Premises in Landlord’s reasonable opinion, (2) such assignee’s or subtenant’s use will not violate any then-existing tenant’s exclusivity or non-compete provision in such tenant’s lease, (3) if the original Tenant named

hereunder ceases to exist or continue as an on-going viable entity then such assignee’s or sublessee’s net worth must be determined by Landlord to be reasonably credit worthy with respect to the remaining obligations undertaken by such assignee or sublessee, (4) if the Tenant remains in existence as a separate legal entity following the transfer, it shall not be released from liability under this Lease, (5) any such assignee shall assume in a writing delivered to the Landlord all of the Tenant’s obligations under this Lease effective upon the consummation of the transfer, and (6) the Tenant shall give written notice to the Landlord of the proposed transfer within (15) days after the consummation thereof.

8. REPAIR & DAMAGE

Landlord’s

Repairs to

Building &

Property

(a) The Landlord covenants with the Tenant to keep in a good and reasonable first-class state of repair and decoration consistent with the standards of comparable Class A, first-class office buildings in the Buckhead office market (the “ Market Standard ”):

Landlord’s

Repairs to the

Leased Premises

(b) The Landlord covenants with the Tenant to keep, maintain and repair defects in standard common area demising walls or in structural elements, structural floor elements, exterior walls of the Building, exterior glass and mullions, suspended ceiling, Building systems or components located above the suspended ceiling or in any walls, floors or chases, sprinklering, plumbing, electrical and mechanical installations standard to the Building (i.e., building standard systems and not supplemental) installed by the Landlord in the Leased Premises (if and to the extent that such defects are sufficient to impair the Tenant’s use of the Leased Premises while using them in a manner consistent with this Lease) and required to be insured by Landlord under this Lease, and which defects were not caused by Tenant. The Landlord shall in no event be required to make repairs to Leasehold Improvements made by the Tenant, or by the Landlord on behalf of the Tenant or another tenant or to make repairs to wear and tear within the Leased Premises or to other items or property required to be insured by Tenant hereunder.

Tenant’s

Repairs

(c) The Tenant covenants with the Landlord to repair, maintain and keep at the Tenant’s own cost, except insofar as the obligation to repair rests upon the Landlord pursuant to this paragraph, the Leased Premises, including Leasehold Improvements, in good and substantial repair, reasonable wear and tear excepted,

provided that this obligation shall not extend to structural elements or to exterior glass or to repairs which the Landlord would be required to make under this paragraph but for the exclusion there from of defects not sufficient to impair the Tenant’s use of the Leased Premises while using them in a manner consistent with this Lease. Upon providing the Tenant reasonable prior notice (which may be verbal or by email), unless in the case of an emergency in which no notice is required, the Landlord may enter the Leased Premises at all reasonable times and view the condition thereof; provided, however, except in the event of an emergency Tenant shall have the right to have a representative of Tenant accompany Landlord and/or Landlord’s agents, employees or contractors, while any of them are within the Leased Premises for any reason. If the Tenant shall fail to repair as aforesaid after reasonable notice to do so, the Landlord may effect the repairs and the Tenant shall pay the reasonable cost thereof to the Landlord on demand. The Tenant covenants with the Landlord that the Tenant will at the expiration of the Term or sooner termination thereof peaceably surrender the Leased Premises and appurtenances in good and substantial repair and condition, reasonable wear and tear, fire or other casualty, condemnation, and the acts and omissions of Landlord (unless required to be insured by Tenant hereunder) all excepted.

Damage and

Destruction

(d) It is agreed between the Landlord and the Tenant that:

is rendered untenantable, then Tenant may not terminate this Lease but shall be required to restore the Leasehold Improvements to the condition they were in prior to such damage;

terminated, the Rent will abate from the date of the damage in proportion to the part or parts of the Leased Premises not reasonably capable of use and occupancy. Further and for the avoidance of doubt, if Tenant has exercised an Extension Option, as defined in Schedule “G” attached hereto (or otherwise extended the Term of this Lease but not necessarily pursuant to an Extension Option), this subsection (vi) will not apply until the last twelve months of the Extension Term, as defined in Schedule “G” , or extended Term (if the Term has been extended but not necessarily pursuant to an Extension Option).

9. INSURANCE AND LIABILITY

Landlord’s

Insurance

(a) The Landlord shall take out and keep in force during the Term insurance with respect to the Property except for the Leasehold Improvements and any of Tenant’s furniture, fixtures and equipment in the Leased Premises. The perils to be insured against by the Landlord shall include, without limitation, commercial general liability with coverage for any one occurrence or claim of not less than Five Million Dollars ($5,000,000), boilers and machinery, all-risk insurance in respect of fire and such other perils as are from time to take in the usual extended coverage endorsement covering the Building and all improvements, fixtures, trade fixtures, furnishings and equipment of Landlord for the full replacement cost thereof, and may include at the option of the Landlord losses suffered by the Landlord in its capacity as Landlord through business interruption.

Tenant’s

Insurance

(b) The Tenant shall take out and keep in force during the Term:

requiring compliance with this sub-paragraph and specifying the respects in which the Tenant is not then in compliance with this sub-paragraph. If the Tenant does not within ten (10) business days thereafter provide appropriate evidence of compliance with this sub-paragraph, the Landlord may (but shall not be obligated to) obtain some or all of the additional coverage or other insurance which the Tenant shall have failed to obtain, without prejudice to any other rights of the Landlord under this Lease or otherwise, and the Tenant shall pay all premiums and other reasonable expenses incurred by the Landlord to the Landlord on demand.

Limitation of

Liability

(c) The Tenant agrees that the Landlord shall not be liable for any bodily injury or death of, or loss or damage to any property belonging to, the Tenant or its employees, invitees or licensees or any other person in, on or about the Property unless resulting from the actual willful misconduct or negligence of the Landlord or its employees or agents. The Landlord agrees that the Tenant shall not be liable for any bodily injury or death, of, or loss or damage to any property belonging to, the Landlord or its employees, invitees or licensees or any other person in or about the Property, unless resulting from the actual willful misconduct or negligence of the Tenant or its employees or agents. In no event shall the Landlord be liable for any damage, including indirect, special or consequential damages, which is caused by steam, water, rain or snow or other thing which may leak into, issue or flow from any part of the Property or from the pipes or plumbing works, including the sprinkler system (if any) therein or from any other place or for any damage caused by or attributable to the condition or arrangement of any electric or other wiring or of sprinkler heads (if any) or for any such damage caused by anything done or omitted by any other tenant subject to subsection 9(e) below.

Indemnity of

Landlord

(d) Except with respect to claims or liabilities in respect of any damage which is insured (or required to be insured hereunder) to the extent of the cost of repairing such damage, the Tenant agrees to indemnify and save harmless the Landlord in respect of:

Indemnity of

Tenant

(e) Except with respect to claims or liabilities in respect of any damage which is insured (or required to be insured) by Tenant hereunder to the extent of the cost of repairing such insured damage, the Landlord agrees to indemnify and save harmless the Tenant in respect of:

and liabilities reasonably and actually incurred by the Tenant in connection with or arising out of all such claims, including the expenses of any action or proceeding pertaining thereto; and

Waiver of

Subrogation

(f)    Notwithstanding anything set forth in this Lease to the contrary, Landlord and Tenant do hereby waive any and all right of recovery, claim, action or cause of action against the other, their respective principals, beneficiaries, partners, officers, directors, agents, and employees, for any loss or damage that may occur to Landlord or Tenant or any party claiming by, through or under Landlord or Tenant, as the case may be, with respect to the Leased Premises or the Building, as applicable, or any addition or improvements thereto, or any contents therein, as applicable, by reason of fire, the elements, or any other cause, regardless of cause or origin, including the negligence of Landlord or Tenant, or their respective principals, beneficiaries, partners, officers directors, agents and employees, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance. Since this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant each agree to have such insurance policies properly endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance policies by reason of such mutual waiver. Furthermore, if either party fails to procure such waiver, such party will pay to the other party as liquidated damages on demand all moneys to which any subrogator hereunder becomes entitled and the cost of any legal defense of any claim for subrogation. For the purpose of the foregoing waiver, the amount of any deductible applicable to any loss or damage shall be deemed covered by, and recoverable by the insured under the insurance policy to which such deductible relates.

10. EVENTS OF DEFAULT AND REMEDIES

Events of

Default and

Remedies

(a) Any one of the following events shall constitute an “ Event of Default ”:

such event will be deemed an event of default and the Landlord shall have the following rights and remedies all of which are cumulative and not alternative and not to the exclusion of any other or additional rights and remedies in law or equity available to the Landlord by statute or otherwise.

Payment of

Rent, etc. on

Termination

(b) Upon the giving by the Landlord of a notice in writing terminating this Lease under paragraph 10(a)(C) above, this Lease and the Term shall terminate and Tenant will have a reasonable period of time to vacate as specified therein, the Tenant shall remain liable for and shall pay Rent as and when due or, in the event Landlord relets the Premises, Tenant on demand by the Landlord, shall pay on a monthly basis (i) the full amount of all Rent which would have accrued, determined monthly, until the date this Lease would have expired had such termination not occurred, and any and all reasonable damages and reasonable expenses incurred by the Landlord in re-entering and repossessing the Leased Premises in making good any default of the Tenant, in making any alterations to the Leased Premises, and any and all reasonable expenses which the Landlord may incur during the occupancy of any new tenant, less (ii) the net proceeds of any re-letting of the Leased Premises which has occurred at the time of the aforesaid demand by the Landlord to the Tenant, determined monthly. The Tenant agrees to pay to the Landlord the difference between items (i) and (ii) above for the period through and including the date on which this Lease would have expired if it had not been terminated. All such amounts will be deemed liquidated damages hereunder and not a penalty. The Landlord shall be entitled to any excess with no credit to the Tenant. The Landlord may, in its sole discretion, make demand on the Tenant as aforesaid on any one or more occasions, and any suit brought by the Landlord to enforce collection of such difference for any one month shall not prejudice the Landlord’s right to enforce the collection of any difference for any subsequent month or months. In addition to the foregoing, and without regard to whether this Lease has been terminated, Tenant shall pay to the Landlord all costs incurred by the Landlord, including reasonable attorneys’ fees, with respect to any lawsuit or action instituted or taken by the Landlord to enforce the provisions of this Lease provided that Landlord is the prevailing party in such proceeding. The Tenant’s liability shall survive the institution of summary proceedings and the issuance of any warrant hereunder.

If the Landlord determines that it is impracticable or extremely difficult to fix the actual damages or that the foregoing calculation is otherwise contrary to applicable laws, then, as an alternative to the remedy set forth in the preceding paragraph, the Tenant will pay to the Landlord on demand, liquidated and agreed final damages for the Tenant’s default calculated in accordance with this paragraph. Liquidated damages hereunder shall be an amount equal to the present value discounted at a rate of eight percent (8%) per annum of the excess, if any, of (i) all Rent payable under this Lease from the date of such demand for what would be the then unexpired Term of this Lease in the absence of such termination over (ii) the then fair market rental

value of the Leased Premises. If any law shall limit the amount agreed upon, the Landlord shall be entitled to the maximum amount allowable under such law. Nothing herein shall be construed to affect or prejudice the Landlord’s right to prove, and claim in full, unpaid rent accrued prior to termination of this Lease. Upon termination of this Lease and the Term, the Tenant shall immediately deliver up possession of the Leased Premises to the Landlord, and the Landlord may forthwith re-enter and take possession of them.

Landlord’s Default;

Tenant’s Remedies     

(d) If any alleged default on the part of the Landlord hereunder occurs, the Tenant shall give written notice to the Landlord in the manner herein set forth and shall afford the Landlord thirty (30) days to cure any such default as set forth below. In addition, the Tenant shall send notice of such default by certified or registered mail, postage prepaid, to the holder of any mortgage or security deed whose address the Tenant has been notified of in writing, and shall afford such mortgage or security deed holder a reasonable opportunity to cure any alleged default on the Landlord’s behalf within a time period equal to the same cure period as is applicable to Landlord plus an additional ten (10) business days. The Landlord’s failure to do, observe, keep and perform any of the terms, covenants, conditions, agreements or provisions of this Lease required to be done, observed, kept or performed by the Landlord, for a period greater than thirty (30) days after written notice of such failure is received by the Landlord from the Tenant shall be deemed a default by the Landlord hereunder, except if the nature of the Landlord’s obligation is such that more than thirty (30) days are required for its performance, then the Landlord shall not be deemed in default if it commences performance within the thirty (30) day period and thereafter diligently pursues the cure to completion. In the event of a default, the Tenant may, at its option, have any one of the following described remedies: (i) with prior written notice to the Landlord, if such default or breach relates to the Premises, remedy such default or breach and be reimbursed the reasonable costs thereof within thirty (30) days after the Landlord’s receipt of a paid invoice and contractor’s lien waivers as applicable, therefore; (ii) pursue the remedy of specific performance; or (iii) pursue injunctive relief. If the default includes the imminent risk or threat of damages to persons or property of Tenant within the Leased Premises, or renders any material portion of the Leased Premises untenantable or unusable, or constitutes an emergency within the Leased Premises, then Tenant shall have the right to immediately use self-help within the Leased Premises only to cure such default as promptly as is reasonable under the circumstances in question, without prior written notice to Landlord (but with, a minimum, a contemporaneous telephone call to the Building manager), and charge the reasonable cost thereof to Landlord. In no event may the Tenant recover any special, consequential, indirect or punitive damages against or from the Landlord herein, including, without limitation, any damages for or relating to any lost profit or business income. Furthermore, in no event shall the Tenant be entitled to terminate this Lease or offset Rent hereunder as a result of the Landlord’s default, except if Tenant has sent an invoice to Landlord for the amounts due, and any amounts which Landlord has not disputed in good faith remain unpaid thirty (30) days after Landlord’s receipt of such invoice, then Tenant may offset the amount thereof, with interest at the rate of eight percent (8%) per annum from the date such invoice was originally received by Landlord to the date of payment, against twenty-five percent (25%) of the monthly payments of the Base Rent thereafter due and payable under this Lease.

11. ADDITIONAL PROVISIONS

Common Area;

Signage; LED Sign;

LEED Certification

11. (a)    The Tenant acknowledges and agrees that the common areas of the Property shall at all times be subject to the exclusive management and control of the Landlord. Without limiting the generality of the foregoing, the Tenant specifically acknowledges and agrees that the Landlord may temporarily close or restrict the use of all or any part of the common areas of the Property in an emergency, or for security or crowd control purposes, to facilitate tenants moving in or out of the building, or for the purpose of making repairs, alterations or renovations, provided Tenant at all times except during an emergency has reasonable access to the Leased Premises and the Parking Facility. The Landlord agrees not to permanently alter such common areas in any manner which would deny reasonable access to the Leased Premises or to the Parking Facility, or that would be inconsistent with the first-class nature of the Building. In the event of any such temporary closure or restriction of use or if changes are made to such common areas by the Landlord, the Landlord shall not be subject to any liability nor shall the Tenant be entitled to any compensation or any diminution or abatement of Rent and such closures, restriction and changes shall not be deemed to be a constructive or actual eviction or a breach of the Landlord’s covenant for quiet enjoyment.

(b)     Signage . So long as Tenant is not in a monetary Event of Default hereunder for an amount exceeding two (2) months of Basic Rent (the “ Default Threshold ”), which remains uncured thirty (30) days after receipt of written notice of same , and further provided that Tenant is leasing and continuously occupying at least twenty-five percent (25%) of the Rentable Area of the Building, Tenant shall have the following non-exclusive signage rights at its sole cost and expense (which may be paid out of the Allowance, if available):

(i) Tenant shall be entitled to place its name and/or logo on two (2) slots on the existing Building monument located at the intersection of Phipps Boulevard and Lenox Road (the “ Monument Signage ”).

(ii) Tenant will also be entitled to place its name and/or logo on the entire center panel (i.e., the vertical area of the center panel that has room for 3 tenant names) of the Tenant identification sign located near the main entrance to the Building at the Plaza/Lobby level of the Building (the “ Tenant Identification Signage ”).

(iii) Tenant shall have the right to install wall signage, defining which floors are occupied by the Tenant, in the elevator lobby area of any floor that is fully occupied by the Tenant.

(iv) Tenant will also be permitted to install up to two (2) exclusive exterior lighted Building-top signs (the “ Building-Top Signage ”) in locations to be mutually agreed to by Landlord and Tenant.

(v) Tenant shall also have the right to install Tenant’s name and/or logo on elevator buttons for one (1) guest reception floor on one (1) floor fully occupied by Tenant in the high rise elevator bank and for one (1) guest reception floor on one floor fully occupied by Tenant in the low rise elevator bank. The Landlord also shall list the Tenant in the Building electronic lobby directory.

(vi) Tenant’s rights with respect to the Monument Signage, the Tenant Identification Signage and the Building-Top Signage shall be subject to the following provisions:

(a) Subject to the foregoing paragraphs (i) and (ii), the locations of the Monument Signage and the Tenant’s Identification Signage are shown on Schedule “I” attached hereto and the design, construction, size, and all other aspects of the Monument Signage, the Tenant’s

Identification Signage and the Building-Top Signage shall be subject to Landlord’s prior approval, which shall not be unreasonably withheld, conditioned or delayed by Landlord. All such signage shall be subject to the approval of all governmental agencies or authorities having jurisdiction over the Building, and shall be subject to all applicable rules, regulations ordinances and laws, including, without limitation, zoning ordinances.

(b) If the Tenant requests consent to any proposed assignment of this Lease or subletting of the Leased Premises, Tenant’s rights with respect to the Monument Signage, the Tenant’s Identification Signage and the Building-Top Signage as contained in this paragraph 11(b) shall not be transferable or assignable to a subtenant. Further, such rights will only be transferable or assignable to an assignee with the express prior written consent of the Landlord, which consent will not be unreasonably withheld so long as such assignee, in Landlord’s reasonable opinion, is financially creditworthy, has an upstanding reputation in the business community, and proposes to carry on a use and business that is consistent with the first class character and nature of the Building. If Landlord approves such assignment of the signage to an assignee, such approval will be conditioned upon Landlord’s reasonable review and approval of such assignee’s proposed signage package. Notwithstanding the foregoing, in the event of an assignment of this Lease to a Permitted Transferee, such signage rights will be transferable without Landlord’s consent to the assignee that is a Permitted Transferee, provided that the signage is not changed. If the assignee desires to change such signage, the foregoing provisions of this subsection (b) will apply.

(c) The expense of installing, constructing, maintaining and removing the Monument Signage, the Tenant Identification Signage and the Building-Top Signage shall be the sole cost and expense of Tenant and shall be paid directly to Landlord by Tenant, which may be paid out of the Allowance, if available; otherwise, Tenant shall pay for such costs. Tenant shall be responsible for all costs and expenses associated with such signage. Upon the removal of any of the Monument Signage, the Tenant Identification Signage and the Building-Top Signage, Tenant shall pay all costs associated with restoring the Building to substantially the same condition that existed prior to the installation of the signage, reasonable wear and tear excepted. In furtherance of the foregoing, Landlord will engage the contractor to install and remove the signage, and Tenant will engage the contractor/vendor, subject to Landlord’s reasonable approval, to construct, repair and maintain the signage, such work being performed in accordance with Landlord’s rules and regulations.

(vii) The terms of this paragraph 11(b) shall survive the expiration or earlier termination of this Lease.

(c) LED Signage . Tenant will also be entitled to advertise on the existing digital LED signage at the corner of Lenox Road and Phipps Boulevard (facing GA-400) for the Term of this Lease, which LED signage is currently owned by Landlord and operated and managed by a third party advertising management company. Tenant shall have one flip per rotation (approximately 8 seconds each, every 64 seconds). There will be no cost to Tenant for this use during the Term.

(d) LEED Certification . The Landlord covenants that Phipps Tower is a LEED _TM Gold registered project for Core & Shell.

(e) Sculpture . In the event that Tenant desires to construct a sculpture to be located in the general area in front of the Building Landlord shall, in its sole and absolute discretion, grant or withhold its consent thereto.

(f) Restriction on Eyebrow Signage .    Landlord covenants not to permit any tenant in the Building to install eyebrow signage above the second (2 ^nd ) floor of the Building or over the front door of the Building that leads into the ground floor lobby. Further, Landlord covenants that eyebrow signage will only be provided to first floor tenants and such tenants will only be permitted to install eyebrow signage directly above their respective premises.

Relocation of

Leased Premises

12. Intentionally Omitted.

Subordination

and Attornment

13. This Lease and all rights of the Tenant hereunder are subject and subordinate to all underlying leases, security deeds or mortgages now or hereafter existing (including mortgages by way of debenture, note, bond, security deeds and mortgage and all instruments supplemental thereto) which may now or hereafter affect the Property or any part thereof and to all renewals, modifications, consolidations, replacements and extensions thereof (collectively, a “mortgage”), provided the lessor, grantee, mortgagee or trustee (collectively, a “mortgagee”) agrees to accept this Lease; and in recognition of the foregoing the Tenant agrees that it will, whenever requested, attorn to such mortgagee as a tenant upon all the terms of this Lease. The Tenant agrees to execute promptly whenever requested by the Landlord or by the holder of any such mortgage, such holder’s then standard instrument of subordination or attornment, subject to Tenant’s right to reasonably negotiate standard and customary revisions thereto, provided that such instrument contains customary non-disturbance provisions. As of the Effective Date, there is no permanent mortgage encumbering the Property but only a construction loan from Regions Bank, secured by a deed to secure debt. The Landlord agrees to obtain, and Tenant may record, a subordination, non-disturbance and attornment agreement (“ SNDA ”) from Regions Bank and from any future mortgagees on such party’s then standard form, subject to the Tenant’s right to reasonably negotiate standard and customary revisions thereto. Any costs or fees charged by Regions Bank or any future mortgagee for out-of-pocket attorneys’ fees and/or expenses to obtain such SNDA will be shared equally by Landlord and Tenant, provided that Landlord’s share of such fees and/or expenses will not exceed $2,000.00.

Certificates

14. The Tenant agrees that it shall within fifteen (15) business days following a written request by the Landlord from time to time execute and deliver to the Landlord, and if required by the Landlord, to any lessor, grantee, or mortgagee (including any trustee) or other person designated by the Landlord, an acknowledgment in writing as to the then status of this Lease, including as to whether it is in full force and effect, is modified or unmodified, confirming the Rent payable hereunder and the state of the accounts between the Landlord and the Tenant, the existence or non-existence of defaults, and any other matters pertaining to this Lease as to which the Landlord shall reasonably request an acknowledgment. Landlord agrees to deliver a comparable acknowledgement in writing to Tenant within fifteen (15) business days allowing a written request for same.

Inspection of

and Access to

the Leased

Premises

15. Upon providing the Tenant prior reasonable notice (which may be verbal or by email), unless in the case of an emergency or daily janitor service in which no notice is required, the Landlord shall be permitted at any time and from time to time during Normal Building Hours, as defined in Schedule “D” attached hereto (except in the event of an emergency and daily janitor service), to enter and to have its authorized agents, employees and contractors enter the Leased Premises for the purposes of inspection, maintenance, making repairs, alterations or improvements to the Leased Premises or the Property, or to have access to utilities and

services (including all ducts and access panels (if any), which the Tenant agrees not to obstruct) and the Tenant shall have the right to have a representative accompany Landlord or Landlord’s authorized parties at such times while they are in the Leased Premises, but shall otherwise provide free and unhampered access for the purpose, and shall not be entitled to compensation or any diminution or abatement of Rent for any inconvenience, nuisance or discomfort caused thereby. The Landlord and its authorized agents and employees shall be permitted entry to the Leased Premises for the purpose of exhibiting them to prospective tenants but only during the final sixteen (16) months of the Term after Tenant’s failure to timely exercise an “Extension Option” (as defined below), or has no further Extension Option. The Landlord in exercising its rights under this paragraph shall do so to the extent reasonably necessary so as to minimize interference with the Tenant’s use and enjoyment of the Leased Premises provided that in an emergency the Landlord or persons authorized by it may enter the Leased Premises without regard to minimizing interference and without being accompanied by a representative of Tenant. The janitorial company may also enter the Leased Premises for purposes of providing daily janitor service without being accompanied by a representative of Tenant. All window cleaning (exterior and interior) may be performed with prior notice to Tenant but may be performed after Normal Building Hours.

Delay

16. Except as herein otherwise expressly provided, if and whenever and to the extent that either the Landlord or the Tenant shall be prevented, delayed or restricted beyond either party’s reasonable control in the fulfillment of any obligation hereunder in respect of the supply or provision of any service or utility, the making of any repair, the doing of any work or any other thing (other than the payment of moneys required to be paid by either party to the other party hereunder) by reason of:

the time for fulfillment of such obligation shall be extended during the period in which such circumstance operates to prevent, delay or restrict the fulfillment thereof, and the other party to this Lease shall not be entitled to compensation for any inconvenience, nuisance or discomfort thereby occasioned; provided that nevertheless the Landlord will use reasonable efforts to maintain services essential to the use and enjoyment of the Leased Premises.

Waiver

17. If either the Landlord or the Tenant shall overlook, excuse, condone or suffer any default, breach, non-observance, improper compliance or non-compliance by the other of any obligation hereunder, this shall not operate as a waiver of such obligation in respect of any continuing or subsequent default, breach, or non-observance, and no such waiver shall be implied but shall only be effective if expressed in writing.

Sale

18. The term “Landlord” as used in this Lease, means only the owner for the time being of the Property, so that in the event of any sale or sales or transfer or transfers of the Property, or the making of any lease or leases thereof, or the sale or sales or the transfer or transfers or the assignment or assignments of any such lease or leases, previous landlords shall be and hereby are relieved of all covenants and obligations of Landlord hereunder arising or occurring from and after the date of such sale or transfer. It shall be conclusively deemed

and construed without further agreement between the parties, or their successors in interest, or between the parties and the transferee or acquirer, at any such sale, transfer or assignment, or lessee on the making of any such lease, that, by accepting any payment of Rent hereunder, the transferee, acquirer or lessee has assumed and agreed to carry out any and all of the covenants and obligations of Landlord hereunder to Landlord’s exoneration, and Tenant shall thereafter be bound to and shall attorn to such transferee, acquirer or lessee, as the case may be, as Landlord under this Lease, and such party shall be deemed to have recognized and accepted Tenant as Tenant under this Lease. Notwithstanding the foregoing, the obligations of “Guarantor” under the “Limited Guaranty” as provided for in Paragraph 35 below shall survive any such sale as transfer and shall not be released, diminished or altered as a result of any such transfer.

Public Taking

19. The Landlord and Tenant shall co-operate, each with the other, in respect of any Public Taking of the Leased Premises or any part thereof so that the Tenant may receive the maximum award to which it is entitled in law for relocation costs and business interruption and so that the Landlord may receive the maximum award for all other compensation arising from or relating to such Public Taking (including all compensation for the value of the Tenant’s leasehold interest subject to the Public Taking) which shall be the property of the Landlord, and the Tenant’s rights to such compensation are hereby assigned to the Landlord. If the whole or any part of the Leased Premises is Publicly Taken, as between the parties hereto, their respective rights and obligations under this Lease shall continue until the day on which the Public Taking authority takes possession thereof. If the whole or any material part (i.e., more than twenty-five percent [25%]) of the Rentable Area of the Leased Premises is Publicly Taken, either party shall have the option, to be exercised by written notice to the other party, to terminate this Lease and such termination shall be effective on the day the Public Taking authority takes possession of the whole or the portion of the Property Publicly Taken. Rent and all other payments shall be adjusted as of the date of such termination and the Tenant shall, on the date of such Public Taking, vacate the Leased Premises and surrender the same to the Landlord, with the Landlord having the right to re-enter and re-possess the Leased Premises discharged of this Lease and to remove all persons there from. In this paragraph, the words “ Public Taking ” shall include any permanent or long-term (i.e. greater than twelve (12) consecutive months) expropriation and condemnation and shall include a sale by the Landlord to an authority with powers of expropriation, condemnation or taking, in lieu of or under threat of expropriation or taking and “ Publicly Taken ” shall have a corresponding meaning.

Recordation of

Lease

20. The Tenant agrees with the Landlord not to record this Lease in any recording office and not to register or record notice of this Lease in any form.

Lease Entire

Agreement

21. Each party hereby acknowledges that there are no covenants, representations, warranties, agreements or conditions express or implied, collateral or otherwise forming part of or in any way affecting or relating to this Lease save as expressly set out in this Lease and Schedules attached hereto and that this Lease and such Schedules constitute the entire agreement between the Landlord and the Tenant and may not be modified except as herein explicitly provided or except by agreement in writing executed by the Landlord and the Tenant.

Notices

22. Any notice, advice, document or writing required or contemplated by any provision hereof shall be given in writing and if to the Landlord, either delivered personally to an officer of the Landlord or mailed by certified mail, return receipt requested, or delivered by reputable overnight courier, addressed to the Landlord at the office addresses of the Landlord as stated below, and if to the Tenant, either delivered personally to an officer of the Tenant or mailed by certified mail, return receipt requested, or sent by overnight courier, addressed to the Tenant, to the addresses stated below. Every such notice, advice, document or writing shall

be deemed to have been given when delivered personally, or if mailed as aforesaid, upon the fifth (5 ^th ) business day after being mailed or if sent by overnight courier, upon delivery thereof on a business day. Such notice will be deemed given if notice is attempted by one of the aforesaid methods but is not deliverable due to a changed address or because notice is rejected. The Landlord may from time to time by notice in writing to the Tenant designate another address as the address to which notices are to be mailed to it, or specify with greater particularity the address and persons to which such notices are to be mailed and may require that copies of notices be sent to an agent designated by it. The Tenant may from time to time by notice in writing to the Landlord, designate another address as the address to which notices are to be mailed to it, or specify with greater particularity the address to which such notices are to be mailed.

NOTICES TO LANDLORD:    Phipps Tower Associates, LLC

c/o Manulife Financial

Atlanta Real Estate Office

1170 Peachtree Street, Suite 1865

Atlanta, GA 30309

Attn: Lease Administration

WITH A COPY TO:        Manulife Financial

3438 Peachtree Rd., Suite 100

Atlanta, GA 30326

Attn: Property Manager

NOTICES TO TENANT:    BEFORE THE EARLIEST TO OCCUR OF (I) DECEMBER 31, 2013,

OR (II) THE DATE TENANT NOTIFIES LANDLORD TO SEND ANY NOTICES TO TENANT TO THE LEASED PREMISES (THE “ PRE-COMMENCEMENT NOTICE DATE ”):

The William Carter Company

1170 Peachtree Street

Suite 900

Atlanta, GA 30309

Attn: Lease Administration

WITH A COPY TO:        Arnall Golden Gregory, LLP

171 17 ^th Street

Suite 2100

Atlanta, GA 30363

Attention: Abe J. Schear, Esq.

Atlanta, GA 30326

Attn: VP of Real Estate

*to be set forth in the Commencement Date Memorandum

AND WITH A COPY TO:    Arnall Golden Gregory, LLP

171 17 ^th Street

Suite 2100

Atlanta, GA 30363

Attention: Abe J. Schear, Esq.

Interpretation

23. In this Agreement “herein”, “hereof”‘, “hereby”, “hereunder”, “hereto”, “hereinafter” and similar expressions refer to this Lease and not to any particular paragraph, clause or other portion thereof, unless there is something in the subject matter or context inconsistent therewith; and the parties agree that all of the provisions of this Lease are to be construed as covenants and agreements as though words importing such covenants and agreements were used in each separate paragraph hereof, and that should any provision or provisions of this Lease be illegal or not enforceable it or they shall be considered separate and severable from the Lease and its remaining provisions shall remain in force and be binding upon the parties hereto as though the said provision or provisions had never been included, and further that the captions appearing for the provisions of this Lease have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of this Lease or of any provisions hereof.

Extent of Lease

Obligations

24. This Agreement and everything herein contained shall inure to the benefit of and be binding upon the parties hereto and the respective successors, assigns and other legal representatives, as the case may be, of each and every of the parties hereto, subject to the granting of consent by the Landlord to any assignment or sublease, and every reference herein to any party hereto shall include the heirs, executors, administrators, successors, assigns and other legal representatives of such party, and where there is more than one tenant or there is a male or female party the provisions hereof shall be read with all grammatical changes thereby rendered necessary and all covenants shall be deemed joint and several.

Use and

Occupancy Prior

to Term

25. If the Tenant shall for any reason use or occupy the Leased Premises in any way prior to the commencement of the Term without there being an existing lease between the Landlord and Tenant under which the Tenant has occupied the Leased Premises, then during such prior use or occupancy the Tenant shall be a tenant of the Landlord and Landlord shall be the landlord of Tenant and shall be subject to the same covenants and agreements in this Lease mutatis mutandis.

LIMITATION ON

LANDLORD LIABILITY

26. NOTWITHSTANDING ANY OTHER PROVISION OF THIS LEASE, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE TOTAL LIABILITY OF THE LANDLORD ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF THE LANDLORD AND THE TENANT HEREUNDER AND/OR THE TENANT’S USE OF THE LEASED PREMISES, SHALL BE LIMITED TO THE ESTATE OF THE LANDLORD IN THE PROPERTY. NO OTHER PROPERTY OR ASSET OF THE LANDLORD OR ANY PARTNER OR OWNER OF THE LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION, OR OTHER ENFORCEMENT PROCEEDINGS OR OTHER

JUDICIAL PROCESS FOR THE SATISFACTION OF ANY JUDGMENT OR ANY OTHER RIGHT OR REMEDY OF THE TENANT ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF THE LANDLORD AND THE TENANT HEREUNDER AND/OR THE TENANT’S USE OF THE LEASED PREMISES. NOTWITHSTANDING THE FOREGOING, THE OBLIGATIONS OF GUARANTOR UNDER THE LIMITED GUARANTY SHALL NOT BE LIMITED BY THIS SECTION 26.

Waiver of Jury

Trial

27. Each party hereby waives trial by jury in any claim, action, proceeding or counterclaim brought by either party against the other on any matters arising out of or in any way connected with this Lease, the relationship of the Landlord and the Tenant, or the Tenant’s use and occupancy of the Leased Premises.

Parking

28.    The “ Parking Facility ” shall mean the parking deck below the Building with direct access to the Building via the parking deck elevators, together with any connecting walkways, or other means of access to the Building, the grounds related thereto and any additional improvements at any time related thereto. All parking is covered. The current parking ratio for the Parking Facility, as of the date of this Lease, is 2.4 permits per 1,000 square feet of Rentable Area. The Landlord (or Landlord’s designee) shall provide the Tenant with and the Tenant shall have the right, but not the obligation, to take from the Landlord (or the Landlord’s designee) 2.4 permits for parking spaces in the Parking Facility per 1,000 square feet of Rentable Area in the Leased Premises (the “ Allocated Permits ”), subject to applicable zoning regulations relating to the use of the Parking Facility (provided such regulations do not reduce the parking ratio provided to Tenant hereunder), during the Term of this Lease, including any renewals or extensions thereof. Any permits not taken by the Tenant within the initial six (6) month period following the Commencement Date will be provided by the Landlord (or the Landlord’s designee) upon thirty (30) days’ prior written notice from the Tenant to the Landlord (or the Landlord’s designee); provided, however, the Landlord shall make such parking permits available sooner than thirty (30) days if the Landlord (or the Landlord’s designee) is reasonably able to do so. Each parking permit constitutes a nonexclusive license to park one (1) designated automobile on an unreserved basis in an unreserved parking space in the Parking Facility, as defined below. Any unreserved parking permits in addition to the foregoing Allocated Permits desired by the Tenant will be provided if and to the extent available. If the Tenant obtains additional permits in excess of the Allocated Permits, then the Landlord will have the right to terminate any or all of such additional permits with thirty (30) days written notice to the Tenant if the Landlord needs such additional permits to provide to other tenants, provided that, in such event, Landlord agrees, to the extent it has the right to do so, to terminate the additional parking permits of other tenants in the Building first, prior to terminating Tenant’s additional permits. The Tenant shall pay to the Landlord on a monthly basis the then published monthly parking fee for each unreserved parking permit used in the Parking Facility. The Landlord and the Tenant agree the initial monthly rate shall be $90.00 per month for an unreserved parking permit, subject to annual market adjustments beginning in 2018 but not more than one time per calendar year based on charges for parking in comparable Class A office buildings in the Buckhead submarket of Atlanta, Georgia, provided that Landlord shall not be required to reduce any previously established rates. Landlord will provide Tenant with at least sixty (60) days’ notice of any proposed increase in the parking rates, which notice will contain a copy of a parking survey of comparable first class office buildings in the Buckhead office market obtained by Landlord demonstrating the market rate parking charges as proposed by Landlord. If such survey indicates that the new parking rates to be charged by Landlord are no higher than 95% of the two (2) highest rates charged by the office buildings surveyed by Landlord, then Tenant may not object to the new rate to be charged by Landlord. Otherwise, Tenant will have fifteen (15) business days within which to send written notice to Landlord of its objection thereto, in which event, the parties will work together in good faith for a period of thirty (30) days to resolve such objection.

The Tenant shall have the right to park in the Building’s Parking Facility in common with other tenants of the Building. The Tenant agrees not to overburden the Parking Facility. In addition, Landlord agrees not to overburden the Parking Facility by granting other tenants or parties rights thereto which makes Tenant’s Allocated Permits unavailable. Tenant agrees to cooperate with the Landlord and other tenants in the use of the Parking Facility. The Landlord reserves the right in its reasonable, good faith discretion to determine whether the Parking Facility is becoming overburdened and to allocate and assign parking permits among the Tenant and other tenants, and to reconfigure the parking area and modify the existing ingress to and egress from the parking area, as the Landlord shall deem appropriate, provided, however, Landlord shall have no right to reduce Tenant’s parking permit allocation ratios or Tenant’s reserved parking rights hereunder. The Tenant shall have the right to convert up to ten percent (10%) of the Allocated Permits to reserved parking permits (“ Reserved Permits ”) in the Parking Facility at the initial cost of $125.00 per Reserved Permit per month, subject to adjustment beginning in 2018 but not more than one time per calendar year (subject to the survey, notice and objection procedure provided above), and in an amount not exceeding rates charged by comparable Class A office buildings in the Buckhead submarket of Atlanta, Georgia, provided that Landlord shall not be required to reduce any previously established rates. The parties agree that the initial Reserved Permits made available to Tenant will be (i) on Level P4 of the Parking Facility in spaces 404, 405, 407, 408, 414, 415, 416, 417, 418, 420, 423, 424, 431, and 432 and (ii) on Level P1 of the Parking Facility specifically in spaces 111 through 129 and spaces 132 through 136 with the balance of the initial Reserved Permits being located on Level P1 in a location agreed to by the parties. Visitor parking in the Parking Facility will be offered at a standard charge to all Building visitors, subject to adjustment, but not more than one (1) time per calendar year in an amount not exceeding those visitor parking rates charged by comparable Class A office buildings in the Buckhead submarket in Atlanta, Georgia. During the Term, Landlord shall maintain a validation process for visitor parking. The current process provides that Tenant may purchase validation vouchers to provide to its visitors. Landlord represents that, as of the date of this Lease, there are currently fifteen (15) visitor parking spaces across the internal Phipp’s Plaza Road from the Building, but which are subject to the terms of that certain Declaration of Easements and Agreement for Development of Phipps Land dated December 15, 1997, as amended. All parking spaces in the Parking Facility (other than the reserved spaces) shall be used in common with other tenants, invitees and visitors of the Building. The Landlord shall have the right to control access to the Parking Facility, remove improperly parked automobiles and require that the designated automobile display decals or other evidence of its right to use the Parking Facility. The Landlord may designate an independent contractor to operate the Parking Facility, by lease or otherwise, which will have the right to exercise the Landlord’s rights hereunder but which operator will not violate the terms of this Paragraph 28, and the Landlord shall have no liability whatsoever for the acts or omissions of such contractor. The Landlord shall have the right, but not the duty, to assign parking spaces to tenants of the Building. Notwithstanding the above, all unreserved and reserved parking permits in the Parking Facility allocated to and used by the Tenant shall be at no charge to the Tenant during the Beneficial Occupancy Period and the Abatement Period.

Choice of Law

29. This Lease shall be governed by the laws of the State in which the Leased Premises are located. Any litigation between the Landlord and the Tenant concerning this Lease shall be initiated in the county in which the Leased Premises are located.

No Estate in Land

30.    This Lease shall not convey any leasehold estate from Landlord to Tenant. Landlord and Tenant hereby agree that this Lease creates only the interest of a usufruct in Tenant which may not be levied upon or assigned without Landlord’s permission.

Time of Essence

31.    Time is of the essence with regard to each provision of this Lease.

Brokers

32.    Crescent Resources, LLC (“ Crescent ”) has represented the Landlord in this transaction. Cushman & Wakefield of Georgia, Inc. (“ Cushman & Wakefield ”) has represented the Tenant in this transaction. Both Crescent and Cushman & Wakefield shall be paid a commission by the Landlord in connection with this Lease, under separate agreements. Each party warrants that it has had no dealings with any broker or agent in connection with the negotiation or execution of this Lease other than with the brokers specifically identified above, and each party agrees to indemnify the other party against all costs, expenses, attorneys’ fees or other liability for commissions or other compensation or charges claimed by any broker or agent claiming the same by, through or under such party, other than with the brokers specifically identified above. Upon Landlord’s receipt of written request from Tenant and Cushman & Wakefield (which may be received by Landlord via email notification), a portion of the commission payable by Landlord to Cushman & Wakefield shall be added to the Allowance, as defined in Schedule “F” attached hereto.

Alterations

33. After the Commencement Date, the Tenant will not make or allow to be made any alterations, improvements, or physical additions in or to the Leased Premises (“ Alterations ”) without the prior written consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed by Landlord where required under this Section 33. All Alterations (whether temporary or permanent in character) made in or upon the Leased Premises by the Landlord or the Tenant shall be the Landlord’s property on termination or expiration of this Lease and shall remain on the Leased Premises without compensation to the Tenant, provided that the Landlord, at its option, may by notice to the Tenant, require the Tenant to remove only “specialty alterations” as defined in Section 13 of Schedule “F” of this Lease, at the Tenant’s cost and to restore the Leased Premises to the condition of the Leased Premises at the Commencement Date, normal wear and tear excepted, so long as the Landlord notifies the Tenant at the time the Landlord approves such specialty alterations or if the Landlord’s approval is not required, at the time the Tenant notifies the Landlord that it is making specialty alterations, that such specialty alterations must be removed at the end of the Term. Landlord will review any proposed Alterations and respond with any changes or comments to the proposed Alterations within ten (10) business days of receipt of specifications of such proposed Alterations and will incorporate in its comments any requirements for the Tenant to remove any specialty alterations and restore the Leased Premises at the end of the Term. The Tenant shall have the right to construct any Alterations with its own contractors, architects and engineers, subject to the Landlord’s reasonable approval. The building engineer is Barrett Woodyard, and the Landlord requests the Tenant utilize the preferred Building engineer for the purpose of preparing MEP drawings. No fee shall be payable to the Landlord for such review, approval, or supervision, except in such case as the Landlord requires a review of such Alterations by a third party professional such as an architect or engineer or any other third party opinion which is reasonably required by the Landlord, in which event Landlord may require Tenant to pay the reasonable fees of such party. All furniture, movable trade fixtures and equipment installed by the Tenant which can be removed from the Leased Premises without damage to the Leased Premises or Building shall be removed by the Tenant at the termination of this Lease or if not removed shall, at the option of the Landlord, become the property of the Landlord. All such installations, removals and restoration shall be accomplished in a good workmanlike manner so as not to damage the Leased Premises or the primary structure or structural qualities of the Building or the plumbing, electrical lines or other utilities. In the event the removal or installation of any such furniture, trade fixtures and equipment does damage the Building or Leased Premises that is not repaired by Tenant within thirty (30) days after notice is given by Landlord to Tenant of the need for such repairs, the Tenant shall promptly reimburse the Landlord for the Landlord’s costs to repair such damage plus an administrative cost recovery fee of ten percent (10%).

In doing any additional work related to the installation or removal of the Tenant’s furnishings, fixtures, or equipment in the Leased Premises or in connection with any Alteration by or on behalf of the Tenant, the Tenant will use only contractors or workers consented to by the Landlord in writing prior to the time such work is commenced. The Landlord may condition its consent upon its receipt from such contractors or workers of acceptable evidence that such contractors have contractor’s liability insurance with at least $3,000,000.00 of coverage ($1,000,000 of coverage for those vendors installing or removing Tenant’s furnishings, fixtures, or equipment in the Leased Premises or performing services having a total project cost of less than $50,000); automobile liability insurance with at least $500,000.00 coverage; and worker’s compensation insurance in the statutory amounts required by the State of Georgia which coverage shall be obtained from carriers reasonably satisfactory to the Landlord. The Landlord shall have the right to periodically review and reasonably modify (but not necessarily reduce) the coverages required hereunder so as to be comparable to those required at other first class buildings in the Buckhead submarket, but not more frequently than once every five (5) years throughout the Lease Term. The Landlord and the Landlord’s property manager or any other party designated by the Landlord shall be named additional insureds on the policies required hereunder. In accordance with Schedule “F” attached hereto, the Tenant shall within twenty (20) days of its receipt of a notice of lien, or from when it otherwise becomes aware of such lien, remove or bond over any lien or claim of lien for material or labor claimed against the Leased Premises, the Building or Property, or both, by such contractors or workers if such claim should arise, and the Tenant shall and does hereby indemnify and hold harmless the Landlord from and against any and all claims, loss, cost, damage, expense or liabilities including, but not limited to, reasonable attorneys’ fees, incurred by the Landlord, as a result of or in any way related to such claims or such liens.

Notwithstanding the foregoing, Tenant will be entitled to perform the following future Alterations without Landlord’s approval as follows: paint, replacement or installation of carpet, covebase and trim, wallcoverings, furniture, furniture systems, cabinets, filing systems, shelving, and computer, audio-visual, and telecommunication systems (including cabling associated therewith to the extent located entirely within the Leased Premises) and relocation or replacement of electrical wall outlets and replacement of light fixtures with Building standard light fixtures or light fixtures previously approved by the Landlord, all within the Leased Premises; however, the Tenant shall notify the Landlord of any work being performed and Tenant and its contractors shall abide by the Building Construction Rules and Regulations which will be provided at the time such Alterations are made.

In addition, Tenant shall have the right to access and regularly use internal fire stairways. Tenant may use the Allowance to carpet, paint and improve the fire-stairways between the Tenant’s floors provided that the floors are wholly occupied by Tenant. The improvements will require Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed by Landlord.

  

Special Stipulations

34. For additional terms and stipulations of this Lease, see Schedule “G” , attached hereto and by this reference incorporated herein and made a part hereof.

Limited Guaranty

35. Landlord agrees to procure and deliver to Tenant concurrently with the execution and delivery of this Lease by Landlord to Tenant a limited guaranty (the “ Limited Guaranty ”) from John Hancock Life Insurance Company (U.S.A.) (the “ Guarantor ”), a wholly-owned subsidiary of Manulife Financial Corporation, pursuant to which Guarantor shall guaranty to Tenant Landlord’s timely payment, as and when due and payable, of Landlord’s Work as defined and described in Section 16 of Schedule “F” to this Lease, the Allowance with respect to the initial Leased Premises, Option Space 1 and Option Space 2 (as such terms are defined in Schedule “G” attached hereto), and Landlord’s proportionate share of the Build Out Costs for the Fitness Facility and the cost of construction of the Café. Upon either (i) payment of the foregoing amounts

or (ii) Guarantor’s acquisition of the Building (thereby becoming the Landlord hereunder), the Limited Guaranty will, ipso facto , expire and be of no further force or effect.

Identification Signage

Schedule “J”        Form of Limited Guaranty

[SIGNATURES COMMENCE ON NEXT PAGE]

IN WITNESS WHEREOF the parties hereto have executed this Agreement under seal. I/We have authority to bind the undersigned entity.

LANDLORD :

PHIPPS TOWER ASSOCIATES, LLC ,

a Delaware limited liability company

By:     John Hancock Life Insurance Company (U.S.A.) ,

a Michigan corporation, its Manager

By: /s/ TERRY L. GILLIAM

Name: Terry L. Gilliam

Title: Managing Director, Southeastern U.S.

TENANT:

THE WILLIAM CARTER COMPANY ,

a Massachusetts corporation

By: /s/ RICHARD F. WESTENBERGER

Print Name: Richard F. Westenberger

Title: Executive Vice President & Chief Financial Officer

SCHEDULE “A”

(Legal Description of Property)

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lot 44 and 45, 17 ^th District, City of Atlanta, Fulton County, Georgia and being more particularly described as follows:

BEGINNING at a 5/8 inch rebar found at the mitered intersection of the northeasterly right-of-way line of Lenox Road (formerly known as Buckhead Loop) (right-of-way varies) with the southeasterly right-of-way line of Phipps Boulevard (right-of-way varies); THENCE North 22 degrees 35 minutes 29 seconds West for a distance of 40.54 feet along the southeasterly mitered right-of-way line of Phipps Boulevard to a Mag Nail found; THENCE North 19 degrees 23 minutes 37 seconds East for a distance of 92.49 feet along the southeasterly right-of-way line of Phipps Boulevard to a Brass Disk found; THENCE along a curve to the right having a radius of 530.46 feet and an arc length of 114.70 feet, being subtended by a chord of North 33 degrees 33 minutes 02 seconds East for a distance of 114.48 feet along said right-of-way line to a Brass Disk found; THENCE North 39 degrees 44 minutes 43 seconds East for a distance of 118.46 feet along said right-of-way line to a point; THENCE along a curve to the left having a radius of 679.12 feet and an arc length of 125.84 feet, being subtended by a chord of North 34 degrees 26 minutes 13 seconds East for a distance of 125.66 feet along said right-of-way line to a Mag Nail found; THENCE leaving the right-of-way line of Phipps Boulevard South 25 degrees 11 minutes 52 seconds East for a distance of 450.82 feet to a 5/8 inch rebar found; THENCE South 34 degrees 53 minutes 00 seconds West for a distance of 204.36 feet to a 5/8 inch rebar found on the northeasterly right-of-way line of Lenox Road; THENCE along a curve to the left having a radius of 1030.58 feet and an arc length of 164.73 feet, being subtended by a chord of North 56 degrees 29 minutes 03 seconds West for a distance of 164.56 feet along the northeasterly right-of-way line of Lenox Road to a point; THENCE along a curve to the left having a radius of 1030.08 feet and an arc length of 177.65 feet, being subtended by a chord of North 66 degrees 47 minutes 55 seconds West for a distance of 177.43 feet along said right-of-way line to a 5/8 inch rebar found, said 5/8 inch rebar being the POINT OF BEGINNING.

Said property contains 2.965 acres or 129,176 square feet.

Together with those easements contained in that certain Declaration of Easements and Agreement for Development of Phipps Land, dated December 15, 1997, recorded in Deed Book 23750, Page 1, Records of the Clerk of the Superior Court of Fulton County, Georgia, as affected by First Modification, dated September 2, 1999, recorded in Deed Book 27533, Page 27, aforesaid records, Assignment and Assumption of Declaration between The Equitable Life Insurance Society of the United States and Crescent Resources, LLC, dated August 1,2003, recorded in Deed Book 35578, Page 373, aforesaid records, and Second Modification, dated August 1,2003, recorded in Deed Book 35578, Page 379, aforesaid records.

All as more particularly shown on that certain ALTA/ACSM Land Title Survey for Crescent Resources, LLC, Phipps Tower Associates, LLC, Manulife’s JV Member, John Hancock Life Insurance Company (U.S.A.) and its affiliates, Regions Bank and First American Title Insurance Company prepared by Don Marlow, G.R.L.S. # 2069, of Urban Engineers, Inc. dated July 18, 2003 and last revised February 5, 2008.

Property Name: Phipps Tower

SCHEDULE “A-1”

(Site Plan)

SCHEDULE “B”

(Measurement of Rentable Area)

The usable area of the Leased Premises shall be calculated in accordance with the Method B (Single Load Factor Method) standard of measurement as described in the Standard Methods of Measurement and Calculating Rentable Area (2010), as promulgated by the Building Owners and Managers Association (BOMA) International.

Landlord’s architect will measure the Leased Premises based on Tenant’s approved plans and Landlord will provide to the Tenant for the Tenant’s review and approval a proposed calculation of the useable and rentable square footage of the Leased Premises. Tenant shall have the right to have Tenant’s architect review and approve or disapprove such calculation. Any difference between the calculations of the two (2) architects will be resolved by such architects, subject to Landlord’s and Tenant’s final review and approval.

For the avoidance of doubt, the parties acknowledge and agree that the Fitness Facility will not be included as common area of the Building for purposes of the foregoing measurements.

Property Name: Phipps Tower

SCHEDULES “B1” – “B9”

(Location of Leased Premises cross-hatched)

This Schedule is for identification purposes only and is not to be interpreted as being a representation or warranty on the part of the Landlord as to the exact location, area, configuration and layout.

SUITE 500

SUITE 600

SUITE 700

SUITE 1050

SUITE 1600

SUITE 1700

SUITE 1800

SUITE 1900

SUITE 2000

(b)    The Tenant covenants to pay the Landlord the Tenant’s Proportionate Share of the amount of the Landlord’s Taxes in each Fiscal Period.

Definition

(a)    “ Landlord’s Taxes ” shall mean the aggregate of all Taxes attributable to the Property, taking into account any tax abatements applicable to the Building, the Rent or the Landlord in respect thereof and including, any amounts imposed, assessed, levied or charged in substitution for or in lieu of any such Taxes, but excluding such taxes as capital gains taxes, corporate income, profit or excess profit taxes, and transfer or intangibles taxes, to the extent such taxes are not levied in lieu of any of the foregoing against the Property or the Landlord in respect thereof;

(b)    “ Taxes ” shall mean all taxes, rates, duties, levies, fees, charges, local improvement rates, capital taxes, rental taxes and assessments whatsoever including fees, rents, and levies for air rights and

encroachments on or over municipal property imposed, assessed, levied or charged by any school, municipal, regional, state, provincial, federal, parliamentary or other body, corporation, authority, agency or commission provided that “Taxes” shall not include any special utility, levies, fees or charges imposed, assessed, levied or charged which are directly associated with initial construction of the Property;

According to a memorandum of agreement between Landlord and the Development Authority of Fulton County, the Fulton County Taxes for the Building will be abated commencing with the first tax year following the date the Building receives its certificate of occupancy in an amount equal to fifty percent (50%) of the Tax bill and thereafter such abatement will decrease by five percent (5%) per tax year for an additional ten (10) years, at which time, all Taxes will be fully assessed against the Building. The “applicable percentage” of which is owed in each year during this ten (10)-year period will be as follows:

SCHEDULE “C-1”

SCHEDULE “D”

Services and Costs

Interior Climate

Control

Elevators,

Lobbies, etc.

(i) passenger and freight elevator service to each floor upon which the Leased Premises are located and provided that the Landlord may prescribe the hours during which and the reasonable procedures under which freight elevator service shall be available and may limit the number of elevators providing service outside of Normal Building Hours and shall be entitled to shut down one or more of such elevators from time to time for maintenance, repair, emergencies, and the like. The freight elevator is locked 24 hours per day, 7 days per week and can only be accessed via access card. Further, the Building and passenger elevators are unlocked between the hours of 7:00 a.m. and 6:00 p.m., Monday through Friday. All other times, the Building and elevators are access controlled and Tenant may gain access via an access card issued by the Property Management office. Single tenant fully occupied floors have the option of controlling elevator access during its business hours;

(ii) common entrances, lobbies, stairways and corridors giving access to the Building and the Leased Premises, including such other areas from time to time which may be provided by the Landlord for common use and enjoyment within the Property;

(iii) the washrooms containing fully operational fixtures and with hot and cold running water which are standard to the Building, provided that the Landlord and the Tenant acknowledge that where an entire floor is leased to the Tenant or some other tenant the Tenant or such other tenant, as the case may be, may exclude others from the washrooms thereon;

(iv) Tenant shall have access to the Leased Premises twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year, subject to Landlord’s right to close the Building in an emergency or casualty; and

(v) Landlord shall maintain the Building and provide all of those services normally associated with comparable Class A office buildings in the Buckhead submarket, including, but not limited to, those services as set forth in this Lease.

Electricity

3. The Landlord shall maintain and keep in repair the facilities required for the provision of the interior climate control, elevator (if installed in the Building) and other services referred to in sub-paragraph (a) and (c) of paragraph 1 and sub-paragraph (a) of paragraph 2 of this Schedule in accordance with the Market

Standard but reserves the right to stop the use of any of these facilities and the supply of the corresponding services when necessary by reason of accident or breakdown or during the making of repairs, alterations or improvements, in the reasonable judgment of the Landlord necessary or desirable to be made, until the repairs, alterations or improvements shall have been completed to the satisfaction of the Landlord.

4. The Tenant shall have the right, at the Tenant’s sole cost and expense, to install two (2) four (4) inch conduits in the base building riser closet in the Building for the Tenant’s exclusive use free of charge for the Term of the Lease and any renewals thereof.

Additional

Services

(i) replacement of non-standard tubes and ballasts;

(ii) carpet shampooing;

(iii) window covering cleaning;

(iv) locksmithing;

(v) removal of bulk garbage;

(vi) picture hanging; and

(vii) special security arrangement.

Payment for Additional Services at a reasonable market rate shall be made by the Tenant within thirty (30) days after receipt of an invoice for the same from Landlord.

Building Security