Common use of CANCELLATION OPTION Clause in Contracts

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellationIf, and no event exists whichonly if, with the giving of notice an Expansion Failure Event or passage of time or both, would become a defaultCorporate Transfer Event occurs, then Tenant shall will have the one-time right to cancel the terminate this Lease (the “Cancellation Option”). such cancellation to be ) effective on as of the last day of the sixty-fifth (65th) 66th full calendar month of the Lease Term (the “Cancellation Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, upon at least nine (9) full calendar months’ prior then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice a copy Deadline”) which is either (i) if the then existing Premises consists of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the additional space previously requested from Landlord Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to accommodate deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s proposed expansion plansCancellation Option. The Cancellation Option is personal Landlord will not be obligated to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Termdate of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Dateelects to terminate this Lease as provided herein, Tenant shall vacate and surrender must pay to Landlord an early termination fee in an amount equal to the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender sum of the Premises upon following (plus any applicable sales tax): (a) one month’s Base Rent at the expiration or sooner termination of the Lease, and rate (2that would have been) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last applicable in 67th full calendar year month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for those indemnity and other obligations which such 67th full calendar month, plus (c) the unamortized costs incurred by their nature or Landlord in connection with the express terms Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the Lease survive date of actual expenditure), plus the Cancellation unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date. If Tenant timely exercises , amortized over the Cancellation Optionperiod beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, Tenant shall have no using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right to possession of first refusal, or any other expansion of the Premises after (assuming that all such costs were expended on the Cancellation commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date and shall be treated as a holdover determined under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition toSection 1.0 and Article 3, and without any application of, offset against or adjustment of, the Cancellation Fee.using an interest rate of 9% per

CANCELLATION OPTION. Provided Tenant is not Lessor hereby grants to Lessee the option to cancel this Lease effective at any time after the expiration of the sixtieth (60th) month from the completion date of this Lease until the expiration of the one hundred eleventh (111th) month from the completion date of this Lease provided Lessee (i) gives Lessor at least twelve (12) months prior written notice specifying therein the effective date of the cancellation (which effective date shall in default no event be prior to the sixtieth (beyond any applicable cure period60th) under month of the lease term) and (ii) on the effective date of the cancellation and on the same day of each month thereafter for the next eight consecutive months pay to Lessor an amount equal to the monthly fixed minimum rent payable by Lessee for the 61st through 120th months of the Lease at as provided in Section 1.04 of this Lease (the time Buyout Payments). Lessee shall also pay to Lessor a pro rata share of notice or at all real estate taxes and insurance premiums payable by Lessor with respect to the time leased premises during the nine-month period after the effective date of cancellation, and no event exists which, with the giving cancellation of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”Period') and Lessee shall reimburse Lessor for all utility charges reasonably incurred by Lessor to maintain the leased premises in good condition during the Cancellation Period. Lessee shall reimburse Lessor for any taxes, insurance premiums or utility charges paid by Lessor during the Cancellation Period upon the later of 15 days of a demand for payment of the same by Lessor or the due date of the next Buyout Payment. Lessee shall pay the reasonably estimated taxes, insurance premiums and utility charges applicable to the balance of the Cancellation Period which have not been previously paid by Lessee together with the last installment of the Buyout Payments (the "Final Payment"). such cancellation Lessor shall prepare and submit to be effective on the last day Lessee its reasonable estimate of the sixty-fifth (65th) full calendar month unpaid taxes, insurance premiums and utility charges for the balance of the Lease Term (the “Cancellation Date”), upon Period to Lessee at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing 10 days prior to the due date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along Final Payment., Lessee shall also pay together with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal Final Payment the amounts required to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord be paid by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than Lessee pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeExhibit "D".

CANCELLATION OPTION. Provided Tenant So long as this Lease is not in full force and effect without uncured Lessee default (beyond any after applicable cure notice and grace period) under , if any, Lessor grants Lessee the Lease option to cancel and terminate the Term of this Lease, ONCE, effective at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day end of the sixty-fifth THIRTIETH (65th30th) full calendar rent paying month of the Lease Term (the “Cancellation Date”)Term, upon at least nine delivery of written notice to Lessor not later than NINE (9) full calendar months’ MONTHS prior written notice to Landlord thereto (the “"Cancellation Notice”), provided that Tenant delivers ") together with the Cancellation Fee (as defined below) contemporaneously with of $103,942.17 ______; provided, however, that if Lessee shall have exercised an option for an Option Space prior delivery of the Cancellation Notice, time being of then the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior effective cancellation date shall I extended to the date which is the THIRTIETH (30th) full rent paying month of occupancy of the applicable Option Space and the Cancellation Notice additional space in Fee shall be increased by the Complex amount of all "deal costs" of the Option Space, being the unamortized amount of (a) all of Lessor's construction costs therefor (including then customary general conditions, overhead and profit so long as Lessor's pricing otherwise is competitive for like work, and if not then limited to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available 5% of the costs of a competitive bid for Tenantlike work procured by Lessee); and (iiib) Tenant delivering all leasing commissions paid or incurred by Lessor as a consequence thereof, such sum of (a) and (b) amortized on a straight line basis with interest at Lessor's cost of funds based upon the then current first mortgage loan secured by the Building, over the intended period of occupancy of the Option Space including any extension of the Term resulting therefrom, taken together with Lessor's out-of-pocket administrative costs not to Landlord along with exceed $1,000.00; and provided further, however, that once Lessee has delivered the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Notice, any unexercised Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant Space option shall be released of further obligations under the Leasedeemed revoked, except void and unavailable for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feeexercise.

CANCELLATION OPTION. Provided (a) landlord hereby grants Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel and terminate the Lease (the “"Cancellation Option”)') on the terms and conditions contained herein. such Said Cancellation Option shall, if properly exercised as provided below, be effective as of the last day of the 24th month of the Term of the Lease or at the end of the 36th month of the Term of the Lease. Tenant shall exorcise its Cancellation Option, if at all, by delivering written notice of the cancellation of this Lease (the "Cancellation Notice") to Landlord no later than 180 days prior to the applicable Cancellation Due, whim Cancellation Notice shall net forth whether the tease is to be effective cancelled on the last day of the sixty-fifth (65th) full calendar 24th month of the Less Tam a the last day of the 36th month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being whichever of the essence hereof. The Cancellation Option such dates is conditioned upon (i) Tenant requesting from Landlord specified in writing prior to the date of the Cancellation Notice additional space in shall be deemed to be and shall be referred to herein as the Complex to accommodate Tenant’s expansion plans; "Cancellation Date"). (iib) Landlord notifying If Tenant in writing that it does not have such expansion space available for Tenant; exercises its Cancellation Option, Tenant shall fully perform all obligations of Tenant under the Lease through and (iii) Tenant delivering to Landlord along with including the Cancellation Notice a copy Date (including, without limitation, the payment of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises all Monthly Base Rental and other charges under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in addition to the Premises or sublets all or any portion Cancellation Consideration), and Tenant shall vacate and surrender possession of the Premises to any other party other than pursuant landlord in the condition required by the Lease with respect to Section 10(h) hereof, prior surrender of the Premises upon expiration of the Lease Term. Tenant's performance of such obligations shall be a condition subsequent to the effectiveness of the exercise of the Cancellation Option, . (c) As a condition precedent to the effectiveness of Tenant's exercise of its ▇▇▇▇ellation Option. Tenant shall deliver to Landlord the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then Consideration (1defined below) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance concurrently with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as deliver. of the Cancellation Date, Landlord and Tenant Notice. The term 'Cancellation Consideration" shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.mean:

CANCELLATION OPTION. Provided (a) Tenant is not in default (beyond any applicable cure period) under the Lease may cancel this Lease, effective at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective midnight on the last day of the sixty-fifth sixtieth (65th60th) full calendar month of following the Lease Term Rent Commencement Date (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), . provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon that; (i) Tenant requesting from Landlord shall not be in writing prior to default hereunder beyond any applicable notice and cure period(s), either at the date time of giving notice of cancellation or at the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plansDate; (ii) Tenant shall have given written notice of cancellation to Landlord notifying Tenant in writing that it does not have such expansion space available for Tenantat least three hundred sixty five (365) days prior to the Cancellation Date, together with the Cancellation Charge (as hereinafter defined); and (iii) Tenant delivering shall vacate the Premises in compliance with the requirements of this Lease. The cancellation charge (the “Cancellation Charge”) shall equal the sum of (i)$2,071,740,00; and (ii) an amount equal to six (6) times the monthly installment of Additional Rent in respect of Operating Expenses payable for the month immediately preceding the Cancellation Date, provided, however, that Tenant shall have the right to estimate the amounts equaling that portion of the Cancellation Charge in clause (ii) of this sentence if Tenant does not have sufficient information to confirm the amounts thereof (but which amount will be revised by either a reimbursement to Tenant for any overpayment or paid to Landlord along with for any underpayment). Landlord will provide to Tenant not later than ninety (90) days prior to the Cancellation Notice a copy Date Landlord’s calculation of a fully executed lease of office space the Cancellation Charge. Such calculation shall be binding unless Tenant sends to Landlord in another office building for space that is equal to or greater in square footage than reasonable detail the Premises under this Lease plus the additional space previously requested from Landlord by basis upon which Tenant to accommodate disputes such calculation within ten (10) Business Days following Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenantreceipt of such calculation from Landlord. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant so timely exercises the Cancellation Optiondisputes such calculation, then (1) on or before Cancellation Date, Tenant the parties shall vacate and surrender the Premises submit such dispute to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise arbitration in accordance with the provisions procedure set forth in Section 3.2 hereof, except that the arbitrator shall be an accountant reasonably acceptable to both parties. Absent full and timely exercise of the cancellation option in accordance with the initial two sentences of this Section 3.3(a), this Lease regarding surrender shall remain in effect until the Lease Expiration Date (subject to renewal by Tenant in accordance with Section 3.2). Time shall be of the Premises upon essence with respect to the expiration dates specified herein. (b) The cancellation option provided herein shall be personal to Tenant and to any Affiliate or sooner termination Successor of the LeaseTenant, and (2) effective as of the Cancellation Date, Landlord and Tenant this option shall not be released of further obligations under force or effect in the Lease, except for those accrued but unpaid, for reconciliations event of Additional Rent any transfer of Tenant’s interest in and to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails other than to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against one or adjustment of, the Cancellation Feemore such Affiliates and/or Successors.

CANCELLATION OPTION. Provided Tenant is not in no default (beyond any applicable cure period) shall then exist under the Lease at the time of notice or at the time of cancellation, and no event exists which, condition shall then exist which with the giving of notice or passage of time or giving of notice, or both, would become constitute a defaultdefault under the Lease, then Tenant Lessee shall have the right to cancel at any time on or before the Lease (the “Cancellation Option”). such cancellation to be effective on the last day end of the sixty-fifth thirtieth (65th30th) full calendar month of the Lease Term term to send Lessor written notice (the “Cancellation Date”)"Termination Notice") that Lessee has elected to terminate this Lease effective on the end of the thirty-sixth (36th) month of the Lease term. If Lessee elects to terminate this Lease pursuant to the immediately preceding sentence, the effectiveness of such termination shall be conditioned upon Lessee paying to Lessor Seventeen Thousand Thirty Six and No/100 Dollars ($17,036.00) [the amount of all unamortized costs incurred by Lessor in connection with this lease reduced by amortizing the same amount monthly at least nine a rate of ten percent (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below10%) contemporaneously with the Cancellation Notice, time being Lessee's delivery of the essence hereofTermination Notice to Lessor. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing Lessor and Lessee shall be relieved of all obligations accruing under this lease after the effective date of such termination but not any obligations accruing under the Lease prior to the effective date of such termination. Lessee's exercise of this cancellation option shall be irrevocable upon delivery of the Cancellation Notice additional space in the Complex notice thereof to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; Lessor, and (iii) Tenant delivering Lessee shall be obligated to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion surrender possession of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) Lessor on or before the Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise Date in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination terms of the Lease. Further, provided no default shall then exist under the Lease and (2) effective as no condition shall then exist which with the passage of the Cancellation Datetime or giving of notice, Landlord and Tenant shall be released of further obligations or both, would constitute a default under the Lease, except for those accrued but unpaidLessee shall have the right at any time on or before the end of the forty-second (42nd ) month of the Lease term to send Lessor written notice (the "Termination Notice") that Lessee has elected to terminate this Lease effective on the end of the forty-eighth (48th) month of the Lease term. If Lessee elects to terminate this Lease pursuant to the immediately preceding sentence, for reconciliations the effectiveness of Additional Rent such termination shall be conditioned upon Lessee paying to be made following Lessor Nine Thousand Eight and No/100 Dollars ($9,008.00) [the amount of all unamortized costs incurred by lessor in connection with this Lease reduced by amortizing the same amount monthly at a rate of ten percent (10%)] contemporaneously with Lessee's delivery of the Statement for Termination Notice to Lessor. Lessor and Lessee shall be relieved of all obligations accruing under this Lease after the last calendar year effective date of such termination but not any obligations accruing under the Lease prior to the effective date of such termination. Lessee's exercise of this cancellation option shall be irrevocable upon delivery of the Lease Termnotice thereof to Lessor, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant Lessee shall have no right be obligated to surrender possession of the Premises after to Lessor on or before the Cancellation Date and shall be treated as a holdover under in accordance with the Lease if it fails to timely vacate terms of the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeLease.

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under A. Subject to the Lease at the time of notice or at the time of cancellationprovisions set forth herein, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the terminate this Lease (the “Cancellation Option”). such cancellation to be effective on the last day as of the sixty-fifth (65th) full calendar month of the Lease Term September 30, 2016 (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior . Tenant’s cancellation option shall be exercisable by the delivery of a written notice to Landlord (the “Cancellation Notice”)) to Landlord on or before October 1, provided 2015, time being of the essence. If Tenant fails to deliver the Cancellation Notice to Landlord as required hereunder, Tenant shall be conclusively presumed to have elected not to exercise Tenant’s cancellation option. Once given, notice of exercise of Tenant’s cancellation option shall be irrevocable. Only the Tenant named in this Lease or a Permitted Transferee may exercise the option to cancel set forth herein. B. Tenant’s rights to exercise its right to cancel pursuant to this Article 25 are subject to the condition that no Tenant Event of Default shall exist at the time that Tenant delivers the Cancellation Fee (Notice to Landlord. Notwithstanding the foregoing, if the existence of any such default shall, pursuant to the foregoing, make ineffective the exercise of such right, such exercise shall nevertheless become effective as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option originally scheduled date if such default is conditioned upon cured within the earlier of (i) Tenant requesting from any applicable cure or grace period specified in Article 12 hereof or (ii) thirty (30) days after delivery of notice of such default by Landlord in writing prior to Tenant. C. Tenant’s right to exercise Tenant’s cancellation option is made expressly subject to the date condition that, simultaneously with the delivery of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation DateLandlord, Tenant shall vacate deliver to Landlord the Cancellation Fee. The “Cancellation Fee” shall be equal to $1,433,451.60. D. Notwithstanding anything contained herein to the contrary and surrender in addition to the Premises obligations to Landlord, in a good remove certain items at the expiration of the Term pursuant to and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of Section 9.4 and in Articles 26 and 28, if Tenant exercises its cancellation option as provided in this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation OptionArticle 25, Tenant shall have no right also be required to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate remove all Specialty Alterations from the Premises. Any amounts owing as , if any are identified a holdover shall be payable the time Landlord approves the Plans for Leasehold Improvements in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeSubstitution Space.”

CANCELLATION OPTION. ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST AND INSYNC SYSTEMS, INC. Provided Tenant is not in default (beyond any applicable cure periodi) under the Lease at the time no Event of notice or at the time of cancellation, Default shall then exist and no event exists which, condition shall then exist which with the giving of notice or passage of time or giving of notice, or both, would become constitute an Event of Default; and (ii) Tenant has entered into a defaultbinding lease with Landlord (the "Replacement Lease") for the equivalent or greater square footage as leased hereunder in the Austin metropolitan service area, then for a term of at lease five (5) years, Tenant shall have the right at any time to cancel the Lease send Landlord written notice (the “Cancellation Option”). such cancellation "Termination Notice") that Tenant has elected to be terminate this Lease effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the commencement date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to TenantReplacement Lease. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the elects to terminate this Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Optionimmediately preceding sentence, the Cancellation Option effectiveness of such termination shall lapse and the Lease shall continue for the entire Lease Term. If be conditioned upon Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises paying to Landlord, contemporaneously with Tenant's delivery of the Termination Notice to Landlord, the estimated amount of unamortized Tenant Improvements and brokerage commissions paid by Landlord in a good and broom clean condition, free of all debris, connection with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Replacement Lease commencement date. Such amount is consideration for Tenant's option to terminate and shall not be applied to rent or any other obligation of Tenant and shall be adjusted between Landlord and Tenant when the actual amount is determinable. Landlord and Tenant shall be released relieved of further all obligations accruing under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the this Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover effective date of such termination but not any obligations accruing under the Lease if it fails prior to timely vacate the Premiseseffective date of such termination. Any amounts owing as Landlord shall negotiate the terms of a holdover shall be payable Replacement Lease, including a "build to suit lease", requested by Tenant in addition togood faith. STORAGE AND USE OF PERMITTED HAZARDOUS MATERIALS ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL _, and without any application of1996, offset against or adjustment ofBETWEEN SECURITY CAPITAL INDUSTRIAL TRUST AND INSYNC SYSTEMS, the Cancellation FeeINC.

CANCELLATION OPTION. Provided A. Tenant shall have a one-time right to accelerate the Termination Date ("Termination Option") of the Lease to March 31, 2008 (the "Accelerated Termination Date"), if: 1. Tenant is not in default (under the Lease beyond any applicable notice and cure period) under the Lease periods at the time date Tenant provides Landlord with a Termination Notice (hereinafter defined), and 2. no part of notice or at the time of cancellationPremises is sublet by Tenant for a term extending past the Accelerated Termination Date, and no event exists which, with the giving of notice or passage of time or both, would become a default, then unless Tenant shall have the right to cancel accelerate the termination date of such sublease to the Accelerated Termination Date; and 3. the Lease has not been assigned by Tenant; and 4. Landlord receives notice of termination (the “Cancellation "Termination Notice") no later than July 1, 2007. B. If Tenant exercises its Termination Option”). such cancellation to be effective on the last day , Tenant, shall within thirty (30) days after delivery of the sixty-fifth (65th) full calendar month Termination Notice pay to an amount equal to the unamortized portion of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) the cost of the Tenant requesting from Improvements paid by Landlord, (ii) the cost of the Working Drawings paid by Landlord, (iii) all allowances paid to Tenant (or Tenant's designee) by Landlord (including without limitation, the Plan Allowance and the CM Allowance), and (iv) all commissions paid by Landlord in writing prior connection with this Lease, with such amortization calculated at an interest rate of eight percent (8%) per annum over an 84 month period commencing on the Commencement Date (the "Termination Fee"). The parties acknowledge and agree that the Termination Fee is being paid in consideration for Tenant's right to accelerate the acceleration of the Termination Date and not as a penalty. Tenant shall remain liable for all Base Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the date of Accelerated Termination Date. In the Cancellation Notice event Tenant leases additional space in the Complex Building, the Termination Payment shall be adjusted to accommodate Tenant’s expansion plans; (ii) include the unamortized costs and expenses incurred by Landlord notifying Tenant in writing that it does not have connection with such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with additional space, amortized over the Cancellation Notice a copy Term of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus applicable to such space on the additional space previously requested from Landlord by date Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. commences payment of Base Rent for such space, at an interest rate of eight percent (8%) per annum. C. If Tenant assigns, mortgages, pledges, hypothecates or encumbers fails to timely pay the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation OptionTermination Fee as provided above, the Cancellation Termination Option shall lapse terminate and the shall be of no further force or effect and this Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate in full force and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feeeffect.

CANCELLATION OPTION. Provided Notwithstanding anything to the contrary contained in this Lease, provided Tenant is not in default (hereunder beyond any applicable notice and cure periodperiod or in the event that Tenant is in default, if Tenant shall cure such default, Tenant shall have the one (1) time option to terminate this Lease, effective upon the completion of the third (3rd) Lease Year (the "Cancellation Date") by providing Landlord with written notice of such option election (the "Cancellation Notice"). Such Cancellation Notice shall be effective only if it is given to Landlord at least six (6) months prior to the Cancellation Date (the "Cancellation Notice Deadline"); accordingly, if Tenant has not given its Cancellation Notice to Landlord prior to a Cancellation Notice Deadline, the respective Cancellation Option shall terminate and be of no further force or effect. As a condition precedent to any cancellation of this Lease pursuant to the provisions of this paragraph, Tenant must have delivered to Landlord, together with its Cancellation Notice, an amount as a cancellation fee equal to the sum of Thirty-Eight Thousand Three Hundred Fifteen and 98/100 Dollars ($38,315.98), which represents (i) an amount equal to the unamortized portion of any tenant improvement allowance, leasing commissions and free rent, if any, plus (ii) an amount equal to three (3) months of the then current rental rate. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the loss incurred by Landlord as a result of such early termination of this Lease (which loss is impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Cancellation Date, including, without limitation, Additional Rent that accrues pursuant to the terms of the Lease, with all of such pre-Cancellation Date obligations surviving the early termination of the Term of this Lease at to the time extent that such obligations remain unfulfilled as of notice or at the time of cancellationCancellation Date. The rights granted to Tenant under this paragraph are personal to Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Cancellation Option shall thenceforth be void and of no event exists which, further force or effect. Exhibit C --------- Tenant Work Letter ------------------ Landlord agrees that it shall construct the tenant improvements for the Premises in a good and workmanlike manner substantially in accordance with the giving construction drawings and plans prepared by ______________________ dated September 26, 1995 which Tenant has and does hereby approve (the "Approved Drawings") and the Buildings standard specifications for the quantity and quality of notice or passage materials to be used in the construction of time or both, would become a default, then Tenant the tenant improvements. Landlord shall pay for all costs of construction of the tenant improvements as shown on the Approved Drawings. Landlord shall have the right to cancel approve all changes, modifications, substitutions or additions to the Lease (Approved Drawings. Landlord shall paint and re-carpet the “Cancellation Option”). such cancellation entire Premises with Building standard carpet and colors to be effective on selected by Tenant and repair all water damage in the last day Premises. Additionally, Landlord's architect shall provide services for Approved Drawings at Landlord's sole cost and expense. Exhibit D --------- Rules and Regulations --------------------- 1. The sidewalks in front of Premises shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress from and to Tenant's offices. Tenant shall remove promptly, at its own expense, without the use of chemical agents, any debris from the sidewalks in front of Premises. Landlord shall in all cases obtain the right to control or prevent access thereto by any person whose presence, in Landlord's judgment, would be prejudicial to the safety, peace, character or reputation of the sixty-fifth (65th) full calendar month Building or of any Tenant of the Lease Term (the “Cancellation Date”)Property. 2. The toilet rooms, upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”)water closets, provided that sinks, faucets, plumbing and other service apparatus of any kind shall not be used by Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Noticefor any purpose other than those for which they were installed, time being and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious substances shall be placed therein or used in connection therewith by Tenant. 3. No skylight, window, door or transom of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord Building shall be covered or obstructed by Tenant, and no storm window, awning or other similar material shall be installed or placed on any window or in any window space, except as approved in writing prior to the date of the Cancellation Notice additional space by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. If Landlord has installed or hereafter installs any shade, blind or curtain in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Premises, Tenant shall not remove it without first obtaining Landlord's written consent thereto, which approval shall not be unreasonably withheld, delayed or conditioned. 4. No sign, lettering, insignia, advertisement, notice or other thing shall be inscribed, painted, installed, erected or placed in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises which may be seen from outside the Building, or on any window, space or other part of the exterior or interior of the Building, unless first approved in writing by Landlord, which approval shall not be unreasonab1y withheld, delayed or conditioned. Names on suite entrances shall be provided by and only Landlord and at Tenant's expense, using in each instance lettering of a design and in a form consistent with the other lettering in the Building, and first approved in writing by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant shall not erect any stand, booth or showcase or other article or matter in or upon the Premises and/or the Building without first obtaining Landlord's written consent thereto, which approval shall not be unreasonably withheld, delayed or conditioned. 5. Tenant shall not place any additional lock upon any door within the Premises or elsewhere upon the Property, without Landlord's prior written approval, such approval not to any other party other than pursuant to Section 10(h) hereofbe unreasonably withheld, prior and shall surrender all keys for all such locks, at the end of the Term. Landlord shall provide Tenant with one set of keys to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Premises when Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to assumes possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feethereof.

CANCELLATION OPTION. Provided Notwithstanding the provisions contained herein, If Tenant is not then in default of any of the terms, conditions, or covenants of the Lease, Tenant, but not any assignee, transferee or subtenant of Tenant, is hereby granted a one-time option to cancel this Lease to be effective thirty six (beyond any applicable cure period36) months following Commencement Date (the "Cancellation Date") under the Lease at the time of notice or at the time of cancellation, following terms and no event exists which, with the giving of notice or passage of time or both, would become a default, then conditions. (a) Tenant shall have the right notify Landlord of its intention to cancel the this Lease (the “Cancellation Option”). such cancellation to be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least no later than nine (9) full calendar months’ months prior written notice to the Cancellation Date; (b) Tenant shall pay to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before the Cancellation Date "Reimbursable Expenses" equal to the remaining portion of the rent which represents the not present value as of cite date of such payment of the amortized Tenant Improvement Allowance and Leasing Commissions (collectively the "Landlord's Lease Expenses") at an 11% per annum interest rate (e.g., every $10,000.00 of Landlord's Lease Expense would equal $4,622.61 in Reimbursable Expenses); and (ii) on or before three (3) months prior to the Cancellation Date, a 'Termination Payment" in the amount of $59.337.50: (c) Tenant's failure to notify Landlord or pay the Reimbursable Expenses and the Termination Payment within the time period set forth above shall automatically terminate the Cancellation Option; and (d) Upon exercise by Tenant shall vacate and surrender of its option to cancel within the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefromperiod provided above, and otherwise in accordance with the provisions of this Lease regarding surrender payment by Tenant to Landlord of the Premises upon Reimbursable Expenses and Termination Payment within the expiration or sooner termination of the Leaseperiod provided above, and (2) effective as of the Cancellation Date, Landlord this Lease shall terminate and the right of Tenant to lease, use, and occupy the Premises shall terminate and Tenant shall be released vacate and surrender possession to Landlord of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing Except as a holdover otherwise expressly provided in this paragraph. the cancellation of this lease shall be payable in addition tosubject to all of the provisions of this Lease relating to the termination of this Lease and the respective rights, powers, duties, obligations, and without any application of, offset against or adjustment of, the Cancellation Feeliabilities of both Landlord and Tenant.

CANCELLATION OPTION. 43.01 (a) Provided Tenant has complied with all of the terms, covenants and conditions of this Lease and is not then in default (of its obligations hereunder beyond any the expiration of the applicable notice and cure period) under period provided herein for the Lease at the time of notice or at the time of cancellationcure thereof, and no event exists whichif any, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the this Lease (the “Cancellation Option”). such cancellation to be effective on as of the last day of the sixty-fifth eighth (65th8th) full calendar month of or tenth (10th) Lease Year (in either case, the Lease Term "Cancellation Date") by notifying Landlord in writing (the “"Cancellation Date”Notice"), upon at least nine twelve (912) full calendar months’ months prior written notice to Landlord (the “desired Cancellation Notice”)Date of Tenant's intent to exercise this Cancellation Option and by delivering to Landlord, provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously together with the Cancellation Notice, time being a check (subject to collection) in the amount of the essence hereofapplicable Cancellation Fee (as hereinafter defined). The "Cancellation Option is conditioned upon Fee" shall mean the sum of: (i) Tenant requesting from Landlord in writing prior (A) if the Cancellation Date is at the end of eighth (8th) Lease Year, an amount equal to the date fixed rent that would have been payable hereunder during the twelve (12) calendar months following the Cancellation Date, or (B) if the Cancellation Date is at the end of the tenth (10th) Lease Year, an amount equal to the fixed rent that would have been payable hereunder during the nine (9) calendar months following the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plansDate; and (ii) the Unamortized Costs (as defined below). The term "Unamortized Costs", as used herein, shall be deemed to mean those portions of all costs incurred by Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along connection with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective that have not been amortized as of the Cancellation Date, which costs shall include, without limitation, each of the following: (y) construction, architectural, engineering and other costs and fees associated with the performance of any and all construction performed by Landlord or Landlord's contractors on behalf of Tenant (including the Landlord's Initial Work), and Tenant (z) $191,820.00, representing the Broker's commission. For the purpose of calculating the Unamortized Costs, the total costs described above shall be released amortized over the entire Term of further obligations under the Leasethis Lease as if same were a ten (10) year, except for those accrued but unpaidself-amortizing loan at an annual interest rate of eight (8%) percent, for reconciliations payable in equal monthly installments of Additional Rent to be made following delivery principal and interest combined. The amount of the Statement for Unamortized Costs shall be equal to the last calendar year amount that would be outstanding under such loan as of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.

CANCELLATION OPTION. Provided 39.01 Notwithstanding any other provisions of this Lease to the contrary, Tenant shall have the one-time right to cancel and terminate this Lease with respect to the entire Premises only, effective as of the day (the “Cancellation Date”) preceding the tenth (10th) anniversary of the Rent Commencement Date, provided that each of the following conditions is satisfied: (i) Tenant shall give Landlord not in less than eighteen (18) months prior written notice of its election to cancel and terminate this Lease (“Tenant’s Notice of Cancellation”), (ii) there shall not be any default (beyond any applicable notice and cure period) period under the this Lease at the time Tenant’s Notice of Cancellation is given, and there shall not be any default beyond any applicable notice and cure period in the payment of any Rent or in Tenant’s obligation to remove any specialty alterations that Tenant is required to have removed on the Cancellation Date; (iii) Tenant shall have paid to Landlord at the time of cancellation, and no event exists which, with the giving of notice or passage Tenant’s Notice of time or bothCancellation an amount equal to the straight-line unamortized portion of (a) the Landlord’s Contribution actually disbursed to Tenant; (b) the brokerage commissions and legal fees incurred by Landlord in connection with this Lease, would become a default, then Tenant shall have and (c) $615,291.32 of the right free Fixed Rent granted to cancel Tenant; with the Lease (the “Cancellation Option”). amortization of such cancellation costs to be effective calculated on the basis of an amortization period beginning on the Commencement Date and ending on the last day of the sixty-fifth (65th) full calendar month in which occurs the day immediately preceding the 15th anniversary of the Lease Term Rent Commencement Date and an interest rate of eight percent (8%) per annum; and (iv) Tenant additionally shall have paid Landlord at the “time of the giving of Tenant’s Notice of Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice an amount equal to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being $350,000.00. Time is of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior with respect to the date giving of Tenant’s Notice of Cancellation and the making of the Cancellation Notice additional space in payments required to be made by this Section 39.01. Upon the Complex to accommodate timely giving of Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; Notice of Cancellation and (iii) Tenant delivering the timely payment of the sums required to Landlord along with be paid by this Section 39.01, the Term shall expire on the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to Date as if such date were the Expiration Date and neither party shall have any further rights or greater in square footage than the Premises obligations under this Lease plus except for such rights and obligations which expressly survive the additional space previously requested from Landlord by Cancellation Date or the Expiration Date. From and after the date Tenant to accommodate has delivered Tenant’s proposed expansion plansNotice of Cancellation, Tenant’s rights under Articles 36 and 37 of this Lease shall terminate and be of no further force and effect. Tenant may request that Landlord provide Tenant with the amounts of the items listed in clauses (iii)(a), (b) and (c) above at any time during the Term after the first sixty (60) days following the Rent Commencement Date. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant Article 39 shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.

CANCELLATION OPTION. Provided Tenant is not fully and completely satisfies each of the conditions set forth in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellationthis Section 33, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease a one-time option (the “Cancellation Option”). such ) to terminate this Lease effective between the period (“Cancellation Period”) commencing on January 1, 2003 to March 31, 2003, with the exact cancellation to be effective on the last day of the sixty-fifth date (65th) full calendar month of the Lease Term (the “Cancellation Date”)) to be the date within the Cancellation Period specified by Tenant in Tenant’s Cancellation Notice (as defined below) but in no event earlier than nine (9) months after the date of Tenant’s Cancellation Notice. In older to exercise the Cancellation Option, upon Tenant must fully and completely satisfy each and every one of the following conditions (a) Tenant must give Landlord written notice (“Cancellation Notice”) of its intention to terminate this Lease, which Cancellation Notice must be delivered to Landlord at least nine (9) full calendar months’ months prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers expiration of the Cancellation Fee Period, (as defined belowb) contemporaneously with at the time of the Cancellation Notice, time being Tenant shall not be in material default under this Lease after expiration of the essence hereof. The Cancellation Option is conditioned upon applicable notice and cure periods, (ic) Tenant requesting from Landlord in writing prior to the date concurrently with Tenant’s delivery of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation DateLandlord, Tenant shall vacate and surrender pay to Landlord a cancellation fee (“Cancellation Fee”) equal to the Premises to Landlordsum of (i) the unamortized balance, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation DateData, of the brokerage commissions paid by Landlord and Tenant shall be released of further obligations under the in connection with this Lease, except for those accrued but unpaid, for reconciliations plus (ii) an amount equal to four (4) months’ Monthly Rent calculated at the rate payable at the time of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and (d) Tenant shall have satisfied all of Tenant’s surrender obligations under Section 9 1 of the Lease. On the Cancellation Data, the parties shall be treated as a holdover relieved of any further obligations under this Lease except for those obligations in the Lease if it fails which survive the termination or expiration thereof Amortization pursuant to timely vacate the Premises. Any amounts owing as a holdover this Section 33 shall be payable in addition tocalculated on a ten (10) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, and without any application of, offset against or adjustment of, with interest imputed on the Cancellation Fee.outstanding principal balance at the rate of ten percent (10%) per annum

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right, notwithstanding the "Term" of this Lease, to terminate this Lease prior to the expiration of the Term, such right to cancel the Lease (the “Cancellation Option”). such cancellation to be of termination being effective on as of the last day of the sixtythirty-fifth sixth (65th36th) full calendar month of the Lease Term hereof (the “"Cancellation Date”"), subject to and upon satisfaction of the following terms and conditions: (a) Tenant provides Landlord with advance notice of its exercise of the cancellation option at least nine a minimum of six (96) full calendar months’ ' prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with Date accompanied by payment of termination consideration equal to the Cancellation Notice, time being sum of the essence hereof. The Cancellation Option is conditioned upon (i) Landlord's unamortized leasing costs (assuming a five (5) year amortization schedule) which costs shall be inclusive of all professional fees, leasing commissions and tenant improvement costs, incurred in connection with consummating this lease transaction, (ii) the product of six (6) times the Monthly Base Rent otherwise due and payable for the thirty-seventh (37th) calendar month of the Term plus (iii) a reasonable market rate of interest on the unamortized leasing costs from the Commencement Date to the Cancellation Date. (b) Neither the notice by Tenant requesting of its election to exercise its option to terminate this Lease, nor the expiration of the six (6) month period following the notice of election to terminate, nor the payment of the Termination Consideration shall cure any default of Tenant under this Lease or relieve Tenant from any of its obligations under this Lease which may have or may accrue in favor of Landlord in writing prior to the date Cancellation Date (including, but not limited to, the obligations to pay Annual or Monthly Base Rent, or Tax and Operating Expense Rent Adjustment, other Rent or Adjustments, however described or occurring, and any other amounts due or to become due to Landlord under this Lease), or which may accrue upon or by reason of the termination of the Term and the vacation of (or failure to vacate) the Premises by Tenant; and Tenant specifically understands and agrees that notwithstanding the termination of this Lease pursuant to this paragraph, the obligations of Tenant hereunder inclusive of the Cancellation Notice additional space Date and such rights such as in respect to Tax and Operating Expense Rent Adjustments as survive the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion expiration of the Premises to any other party other than pursuant to Section 10(hTerm shall survive such termination of this Lease. (c) hereof, On or prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender possession of the Premises to Landlord, Landlord in a good and broom clean condition. (d) Tenant may only exercise the Cancellation Option, free and an exercise thereof shall only be effective, if at the time of all debrisTenant's exercise of said option and on the Cancellation Date, this Lease is in full force and effect and there is no Default by Tenant under this Lease or the giving of notice will constitute a Default, and (inasmuch as said option is intended only for the benefit of the original Tenant named in this Lease) the entire Premises are occupied by the original Tenant named herein and said ▇▇▇▇▇▇ has not assigned this Lease or sublet any portion of the Premises. Provided that Tenant shall have complied with all furnitureof the requirements of this Paragraph, furnishings and other personal property removed therefrom, and upon the Cancellation Date this Lease shall terminate as if the full Term as otherwise provided bad expired in accordance with the provisions terms of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, thereafter Landlord and Tenant shall be released of have no further obligations under the Leaseobligation to one another, except for those accrued but unpaid, for reconciliations of Additional Rent as provided in Subparagraph (b) above or as may be otherwise provided in this Lease relative to be made following delivery the expiration of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.

CANCELLATION OPTION. Provided A. If the Tenant is has not in default (committed an uncured Event of Default beyond any applicable cure period) under period on the Lease at date it exercises its option, the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel and terminate this Lease effective on September 30, 2001, provided the Lease Tenant pays to the Landlord in the amount of One Hundred Thousand Dollars (the “$100,000) ("First Cancellation Option”Fee"). such cancellation to be effective on To exercise the last day of rights provided for in this Section 30, the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior Tenant shall serve a written notice to upon the Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before January 1, 2001; included with such written notice shall be a cashiers check in the full amount of the First Cancellation DateFee. The exercise of this right of cancellation, shall not excuse the Tenant shall vacate and surrender from the Premises to Landlord, in a good and broom clean condition, free continued performance of all debrisof its covenants and obligations provided for in this Lease until September 30, with all furniture2001. Provided the Tenant has not committed an incurred Event of Default and has timely paid the First Cancellation Fee, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions Term of this Lease regarding surrender shall terminate on September 30, 2001, as if such date was the end of the Premises upon Term as set forth in Section 1. B. Provided the expiration or sooner termination Tenant has not exercised its option to cancel this Lease as of the LeaseSeptember 30, 2001, and (2) effective as provided the Tenant has not committed an uncured Event of Default beyond any applicable cure period on the Cancellation Datedate it exercises its option, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no the right to possession cancel and terminate this Lease effective on September 30, 2002, provided the Tenant pays to the Landlord in the amount of Fifty Thousand Dollars ($50,000) ("Second Cancellation Fee"). To exercise the rights provided for in this Section 30, the Tenant shall serve a written notice upon the Landlord on or before January 1, 2002; included with such written notice shall be a cashiers check in the full amount of the Premises after Second Cancellation Fee. The exercise of this right of cancellation, shall not excuse the Tenant from the continued performance of all of its covenants and obligations provided for in this Lease until September 30, 2002. Provided the Tenant has not committed an incurred Event of Default and has timely paid the First Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment ofFee, the Cancellation FeeTerm of this Lease shall terminate on September 30, 2002, as if such date was the end of the Term as set forth in Section 1. SECTION 31.

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right one-time option to cancel terminate the Lease (the “"Cancellation Option”") as of September 30, 2014 (the "Cancellation Effective Date") by providing Landlord with written notice of such option election (the "Cancellation Notice"). such cancellation to Such Cancellation Notice shall be effective only if it is delivered to Landlord on or before September 30, 2013 (the last day "Cancellation Notice Deadline"). If Tenant has not delivered its Cancellation Notice to Landlord on or before the Cancellation Notice Deadline, this Cancellation Option shall terminate and be of no further force or effect, and Tenant shall have no right or option to terminate the sixty-fifth (65th) full calendar month Lease pursuant to this Paragraph 8 at any time after the Cancellation Notice Deadline. As a condition to any cancellation of the Lease Term (by Tenant pursuant to the “Cancellation Date”)provisions of this Paragraph 8, upon at least nine (9) full calendar months’ prior written notice Tenant must pay to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously simultaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from delivery to Landlord in writing prior to the date of the Cancellation Notice additional space an amount as a cancellation fee (the "Cancellation Payment") equal to Nine Hundred Twenty-Nine Thousand Three Hundred Eighty-Eight and 61/100 Dollars ($929,388.61). The Cancellation Payment shall be increased or decreased, as the case may be, to reflect any expansion or contraction of the Premises by an amount equal to the unamortized portion of any fees, costs, commissions, allowances, costs and expenses incurred by Landlord in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have consummating any such expansion space available for Tenant; or contraction, including, without limitation, any improvement or other allowances, concessions, rent abatement, brokerage commissions and legal fees attributable to any expansion or contraction of the Premises (iiiwith interest payable in arrears at the rate of eleven percent (11%) per annum). Failure by Tenant delivering to Landlord along with give such written notice terminating the Lease, accompanied by payment of such Cancellation Payment, on or before the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal Deadline shall mean Tenant shall have waived Tenant's right to or greater in square footage than the Premises under so terminate pursuant to this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to TenantParagraph 8. If Tenant assignsvalidly and timely exercises this Cancellation Option, mortgages, pledges, hypothecates or encumbers Tenant shall nonetheless continue to be liable for its obligations accruing under the Lease or its interest in with respect to the Premises or sublets up to and including the Cancellation Effective Date, including, without limitation, additional rental, and all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, such obligations having accrued prior to the exercise of Cancellation Effective Date shall survive the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of amended hereby. Notwithstanding anything in this Paragraph 8 to the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Optioncontrary, Tenant shall have no right to possession of the Premises after exercise the Cancellation Date Option under this Paragraph 8 at any time after which (i) a default with respect to Tenant has occurred and shall be treated as a holdover remains uncured beyond applicable notice and cure periods under the Lease, (ii) the Lease if it fails to timely vacate is not in full force and effect or (iii) Tenant is in default beyond any applicable notice and cure periods under any other written agreement with Landlord respecting the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeProject.

CANCELLATION OPTION. Provided Tenant is not fully and completely satisfies each of the conditions set forth in default this Section 33, Tenant shall have a one-time option (beyond any applicable cure period"CANCELLATION OPTION") under to terminate this Lease effective between the Lease at the time of notice or at the time of cancellationperiod ("CANCELLATION PERIOD") commencing on January 1, and no event exists which2003 to March 31, 2003, with the giving exact cancellation date ("CANCELLATION DATE") to be the date within the Cancellation Period specified by Tenant in Tenant's Cancellation Notice (as defined below) but in no event earlier than nine (9) months after the date of notice or passage of time or both, would become a default, then Tenant shall have Tenant's Cancellation Notice. In order to exercise the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day , Tenant must fully and completely satisfy each and every one of the sixty-fifth following conditions: (65tha) full calendar month Tenant must give Landlord written notice ("CANCELLATION NOTICE") of the Lease Term (the “its intention to terminate this Lease, which Cancellation Date”), upon Notice must be delivered to Landlord at least nine (9) full calendar months’ months prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers expiration of the Cancellation Fee Period, (as defined belowb) contemporaneously with at the time of the Cancellation Notice, time being Tenant shall not be in material default under this Lease after expiration of the essence hereof. The Cancellation Option is conditioned upon applicable notice and cure periods, (ic) Tenant requesting from Landlord in writing prior to the date concurrently with Tenant's delivery of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation DateLandlord, Tenant shall vacate and surrender pay to Landlord a cancellation fee ("CANCELLATION FEE") equal to the Premises to Landlordsum of (i) the unamortized balance, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, of the brokerage commissions paid by Landlord and Tenant shall be released of further obligations under the in connection with this Lease, except for those accrued but unpaid, for reconciliations plus (ii) an amount equal to four (4) months' Monthly Rent calculated at the rate payable at the time of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and (d) Tenant shall be treated as a holdover have satisfied all of Tenant's surrender obligations under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.Section 9.1

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under Section 25.1 Subject to the Lease at the time of notice or at the time of cancellationprovisions set forth herein, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the terminate this Lease (the “Cancellation Option”). such cancellation to be effective on the last day as of the sixty-fifth (65th) full calendar month of the Lease Term February 29, 2016 (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior . Tenant’s cancellation option shall be exercisable by the delivery of a written notice to Landlord (the “Cancellation Notice”)) to Landlord on or before November 30, provided 2014, time being of the essence. If Tenant fails to deliver the Cancellation Notice to Landlord as required hereunder, Tenant shall be conclusively presumed to have elected not to exercise Tenant’s cancellation option. Once given, notice of exercise of Tenant’s cancellation option shall be irrevocable. Only the Tenant named in this Lease or a Permitted Transferee may exercise the option to cancel set forth herein. Section 25.2 Tenant’s rights to exercise its right to cancel pursuant to this Article 25 are subject to the condition that Tenant is not in default under any of the terms, covenants or conditions of this Lease at the time that Tenant delivers the Cancellation Fee Notice to Landlord, (provided the foregoing shall not affect or limit Landlord’s rights to enforce any defaults of Tenant pursuant to Article 12 hereof). Notwithstanding the foregoing, if the existence of any such default shall, pursuant to the foregoing, make ineffective the exercise of such right, such exercise shall nevertheless become effective as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option originally scheduled date if such default is conditioned upon cured within the earlier of (i) Tenant requesting from any applicable cure or grace period specified in Article 12 hereof or (ii) thirty (30) days after delivery of notice of such default by Landlord in writing prior to Tenant. Section 25.3 Tenant’s right to exercise Tenant’s cancellation option is made expressly subject to the date condition that, simultaneously with the delivery of the Cancellation Notice to Landlord, Tenant shall deliver to Landlord one-half (1/2) of the Cancellation Fee. The “Cancellation Fee” shall be equal to $4,063,868.16. If Tenant leases any additional space in at the Complex to accommodate Building after the date of this Lease, the Cancellation Fee shall also include (i) the amount of all Base Rent and Tenant’s expansion plansOperating Costs Payment payable to Landlord for such additional space for the two (2) months immediately following the Cancellation Date, as determined by Landlord; and (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assignsall unamortized costs, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, incurred by Landlord in connection with the leasing such additional space to Tenant, including, without limitation, the costs incurred in connection with leasing commissions, any leasehold improvements, free rent and any other concessions granted to Tenant in connection with such additional space (such amounts shall be released of further obligations under amortized by Landlord on a straight-line basis over the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year Term of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms additional space at an interest rate of ten percent (10%) per annum). Tenant shall deliver the remaining one-half (1/2) of the Lease survive Cancellation Fee to Landlord at least ninety (90) days prior to the Cancellation Date. If . Section 25.4 Notwithstanding anything contained herein to the contrary and in addition to the obligations to remove certain items at the expiration of the Term pursuant to and in accordance with Section 9.4 and in Articles 26, 27 and 28, if Tenant timely exercises the Cancellation Optionits cancellation option as provided in this Article 25, Tenant shall have no right also be required to possession remove all Specialty Alterations from the Premises (including, but not limited to, the supplemental cooling system described in Article 27(ii), all elements of the key card access system described in Article 27(iv) and all bathrooms, showers, locker rooms (and related fixtures) within and/or related to any fitness center located within the Premises after described in Article 27(iii)) on or before the Cancellation Date and (whether any of the foregoing are made as part of the Leasehold Improvements or made as part of any Alterations); provided, however, in no event shall Tenant be treated required to remove any Specialty Alterations that exist within the Premises as a holdover under of the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feedate of execution of this Lease.

CANCELLATION OPTION. Provided Tenant is not in default Paragraph II.B.(1) (beyond any applicable cure periodAcquisition Event Option) under of the Original Lease, as amended by the First and Second Amendments, shall apply to the VAD Space. Paragraph II.B(2) and (3) of the Lease at shall not apply to the time VAD Space. The third paragraph of notice or at Paragraph 8 of the time Second Amendment shall not apply to the VAD Space. In addition to Tenant's rights under Paragraph II.B of cancellationthe Lease as amended hereunder, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel terminate this Lease with respect to the Lease VAD Space only (the “Cancellation Option”). such cancellation to be effective on the last day for purposes of the sixty-fifth (65th) full calendar month this Paragraph 7 only, termination of the Lease Term (shall be deemed to be termination of the “Cancellation Date”)Lease with respect to the VAD Space only) at any time from and after June 30, 1998 through and including November 30, 2001, upon at least nine six (96) full calendar months’ ' prior written notice to Landlord (the “Cancellation Notice”)Landlord, provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering which notice may be delivered to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested at any time from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenantand after December 30, 1997 through and including May 30, 2001. If Tenant assignsexercises its right to terminate this Lease under this Paragraph 7, mortgagesTenant shall pay Landlord by certified or bank cashier's check made payable to Landlord, pledgesor at Landlord's option, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion by wire transfer of the Premises immediately available funds to any other party other than pursuant to Section 10(h) hereofLandlord's account, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Datethe month immediately preceding the proposed date of Lease termination in Tenant's notice, a fee (the "Fee") of Ninety Thousand Dollars ($ 90,000.00) and as of the Lease termination date hereunder, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations have cured any uncured monetary default under the Lease, except for those accrued but unpaidincluding any late fees due thereon, for reconciliations of Additional Rent without any obligation to pay any accelerated Rent. Notwithstanding the immediately preceding sentence, the Fee shall be made following delivery of the Statement for the last calendar year reduced by One Thousand Seven Hundred Dollars ($1,700.00) per month commencing on June 30, 1998. If Tenant's termination of the Lease Termunder this Paragraph is effective on November 30, and for those indemnity and other obligations which by their nature or the express terms 2001, Tenant shall owe no Fee upon termination of the Lease survive the Cancellation Datehereunder. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession The fourth paragraph of Paragraph 8 of the Premises after Second Amendment shall apply to the Cancellation Date VAD Space and shall be treated as a holdover under amended by striking the Lease if it fails to timely vacate first sentence thereof and substituting the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.following:

CANCELLATION OPTION. Provided Tenant is not in default shall have the option (beyond any applicable cure periodthe ------------------- "Cancellation Option") to terminate the Lease for all of the Premises under the Lease effective as of December 31, 1998 (the "Tenant Termination Date"). Tenant may elect the Cancellation Option by giving written notice to Landlord (the "Termination Notice") given not later than December 31, 1997. In the event Tenant does not give its notice exercising the Cancellation Option prior to December 31, 1997, Tenant shall have no further right pursuant to the Cancellation Option to terminate the Lease. Once elected as provided herein, and subject to the other terms and conditions of this Paragraph and otherwise in the Lease, an election hereunder by Tenant shall be irrevocable. Additionally, the Cancellation Option is subject to he following terms, conditions and limitations: (i) At the time of the exercise of the Cancellation Option the Lease shall be in full force and effect and Tenant's right to possession of the premises shall not have been terminated, and Tenant shall not be in Default, and (ii) at the time of notice or at the time Tenant Termination Date the Lease shall be in full force and effect and Tenant's right to possession of cancellationthe Premises shall not have been terminated, and no Tenant shall not be in Default; provided, however, Landlord may at its option waive any of the conditions set forth in this subsection (a). Notwithstanding the foregoing, Tenant shall in any event exists have the right to effect the completion of the termination o the Lease by paying to Landlord all rent and other sums (including, without limitation, the Cancellation Fee) due and to become due (until the Tenant Termination Date) to Landlord and complying with all other material obligations of Tenant under the Lease through the later of the Tenant Termination Date and Tenant's vacation of the Premises and curing any default under the Lease. (b) Contemporaneously with the notice timely electing the Cancellation Option, Tenant shall pay a fee (the "Cancellation fee") equal to the sum of (I) all brokerage commissions, agreed to be in the amount of Froth-Nine Thousand Sixty-Six and 80/100 Dollars ($49,066.80), all tenant improvement allowances, agreed to be in the amount of One Hundred Twenty-Four Thousand Seven Hundred Thirty-Nine and 00/100 Dollars ($124,739.00) and all architectural allowances agreed to be in the amount of Five Thousand Two Hundred Seventy-Six and No/100 ($5,276.00), applicable to the Modified Premises and the Surrendered Space, that remain unamortized following the Tenant Termination Date were the same to be amortized on a straight line basis at an interest rate of ten percent (10%) per annum over the Extension Period, and (ii) an amount equal to the sum of the monthly installments of the Base Rent and Additional Rent as reasonably estimated by Landlord payable for each of the months of January through June, inclusive, 1999. If the Lease is terminated pursuant to this paragraph 13, the Term shall expire on the Tenant Termination Date as if such date had been set forth in the Lease as the expiration date of the Term, and Tenant shall vacate the Premises on or before the Tenant Termination Date in the manner and subject to all of the provisions and obligations required by the Lease. All obligations of Tenant and Landlord which accrue under the Lease on or before the later of the Tenant Termination Date and the date upon which Tenant shall surrender possession of the Premises shall survive such termination and neither the exercise of such right to terminate nor such termination shall affect Landlord's or Tenant's remedies on account of any default by Tenant or Landlord which may exist as of the date on which notice of exercise of such right is given or as of the Tenant Termination Date and is not cured (including, without limitation, any matter which, with the giving of notice or the passage of time time, or both, would become constitute a default, then Default by Tenant shall have the right to cancel under the Lease (the “Cancellation Option”). such cancellation to be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise 20 of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Office Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee).

CANCELLATION OPTION. Provided Notwithstanding anything to the contrary contained in ------------------- this Lease, provided Tenant is not in default (hereunder beyond any applicable notice and cure period) under period or in the Lease at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a that Tenant is in default, then if Tenant shall cure such default, Tenant shall have the right option to cancel terminate this Lease, effective as of (i) the completion of the seventh (7th) Lease Year; (ii) the completion of the eighth (8th) Lease Year; and (iii) the completion of the ninth (9th) Lease Year (the “"Cancellation Option”Dates") by providing Landlord with written notice of such option election (the "Cancellation Notice"). such cancellation to Such Cancellation Notice shall be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon only if it is given to Landlord at least nine (9) full calendar months’ months prior written notice to the Cancellation Date (the "Cancellation Notice Deadline"); accordingly, if Tenant has not given its Cancellation Notice to Landlord (prior to a Cancellation Notice Deadline, the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The respective Cancellation Option is conditioned upon shall terminate and be of no further force or effect. As a condition precedent to any cancellation of this Lease pursuant to the provisions of this paragraph, Tenant shall pay to Landlord, as a cancellation fee, an amount equal to the sum of (i) Tenant requesting from Landlord in writing prior $338,962.00 with respect to a cancellation effective at the date completion of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plansseventh (7th) Lease Year; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant$237,022.00 with respect to a cancellation effective at the completion of the eighth Lease Year; and or (iii) $124,407.00 with respect to a cancellation effective at the completion of the ninth (9th) Lease Year. Tenant delivering shall also pay to Landlord along an amount equal to the unamortized portion of any tenant improvement allowance, leasing commissions, free or reduced rent, if any, and other cost associated with either the First Refusal Space or the Expansion Space which has been added to the Premises which shall be payable by Tenant to Landlord at least thirty (30) days prior to the Cancellation Notice Date. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a copy penalty but a reasonable pre-estimate of the loss incurred by Landlord as a fully executed lease result of office space such early termination of this Lease (which loss is impossible to calculate more precisely) and, in another office building that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for space that is equal to or greater in square footage than the Premises its obligations under this Lease plus to and through the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender including, without limitation, Additional Rent that accrues pursuant to the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination terms of the Lease, and (2) effective as with all of such obligations surviving the early termination of the Cancellation Date, Landlord and term of this Lease. The rights granted to Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent this paragraph are personal to be made following delivery of the Statement for the last calendar year of the Lease TermTenant, and for those indemnity in the event of any assignment of this Lease or sublease by Tenant (except to a permitted assignee under Section 20.1 or to an assignee which is approved by Landlord in writing), this Cancellation Option shall thenceforth be void and other obligations which by their nature of no further force or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feeeffect.

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to may cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day of following the sixty-fifth sixth (65th66th) full calendar month of the Lease Term provided Tenant (i) provides Landlord with written notice of Tenant’s intent to cancel this Lease on a date certain chosen by Tenant (the “First Cancellation Date”), upon ) at least nine twelve (912) full calendar months’ months prior written notice to the First Cancellation Date and (ii) pays to Landlord in cash at the time the rent payment for the next month after Tenant delivers its notice of intent to cancel this Lease is due, a cancellation option fee (the “First Cancellation NoticeFee”)) equal to four (4) months Base Rent plus any unamortized lease commission; provided that, provided that if Tenant delivers provides such cancellation notice but fails to pay the First Cancellation Fee in the amount and within the time herein described, Landlord may, at Landlord’s sole option, either (1) treat the Lease as defined below) contemporaneously with the Cancellation Notice, time being cancelled as of the essence hereofFirst Cancellation Date and collect the First Cancellation Fee, (2) enforce this Lease in accordance with its terms as if such cancellation notice had not been given, and Tenant shall have waived its right to cancel pursuant to this paragraph of this Rider 2. The Cancellation Option date on which this Lease is conditioned upon cancelled pursuant to this Rider 2, if at all, shall be deemed the termination date of this Lease for all purposes, except earlier termination as provided under the Lease due to Tenant’s Default or casualty or condemnation. Tenant may cancel the Lease following the seventy-eighth (78th) month of the Lease Term provided Tenant (i) Tenant requesting from provides Landlord in writing with written notice of Tenant’s Intent to cancel this Lease on a date certain (the “Second Cancellation Date”) at least twelve (12) months prior to the date of the Second Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; Date and (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering pays to Landlord along with in cash at the time the rent payment for the month after Tenant delivers its notice of intent to cancel this Lease is due, a cancellation option fee (the “Second Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is Fee”) equal to or greater in square footage than three (3) months Base Rent plus any unamortized lease commission; provided that, if Tenant provides such cancellation notice but fails to pay the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Second Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest Fee in the Premises or sublets all or any portion of amount and within the Premises to any other party other than pursuant to Section 10(h) hereoftime herein described, prior to the exercise of the Cancellation OptionLandlord may, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Optionat Landlord’s sole option, then either (1) on treat the Lease as cancelled as of the Second Cancellation Date and collect the Second Cancellation Fee; or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise (2) enforce this Lease in accordance with its terms as if such cancellation notice had not been given, and Tenant shall have waived its right to cancel pursuant to this paragraph of this Rider 2. The date on which this Lease is cancelled pursuant to this Rider 2, if at all, shall be deemed the provisions termination date of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Leasefor all purposes, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated earlier termination as a holdover provided under the Lease if it fails due to timely vacate Tenant’s Default or casualty or condemnation. LANDLORD: Rainier Asset Management Company, LLC, as agent for the PremisesTenant-in-Common Owners Date: TENANT: NEI, Inc. Date: Being a tract of land situated in the ▇▇▇ ▇▇▇▇▇▇ Survey, Abstract No. Any amounts owing as a holdover shall be payable in addition to597, ▇. ▇▇▇▇▇▇▇ Survey, Abstract No. 1043, In Collin County, Texas, and without any application being a Dart of a tract of land described by instrument to Argent Plano Realty, L.P. as recorded in File “▇▇-▇▇▇▇▇▇▇, Deed Records, Collin County, Texas IO.R.C.C.T.I, and being all of ▇▇▇ ▇, ▇▇▇▇▇ l of the final plot of Plano Tech Center, on addition to the City of Plano, Texas as recorded In Volume M. Page 49. Plot Records, Collin County, Texas (P.R.C.C.T.I, and being more particularly described as follows: BEGINNING at a ½-inch iron rod with COD stomped ‘HALFF ASSOC. INC: (hereinafter referred to as ‘with cop·) found for the most westerly southwest corner of said Lot 7, said point also being the southeast corner of Block 21, a Replot of Blocks 16, 17, 20, and 21. Central Plano Industrial Pork Phase III as recorded in Cabinet ‘F’, Page 145 Deed Records of Collin County, Texas, said point also being on the north line of Technology Drive (6O feet wide); THENCE North 00 degrees 12 minutes 30 seconds East, departing said north line and along the east line of Block 21, a distance of 330.27 feet to a ½-Inch iron rod with COD found at the northeast corner of said Block 21, said corner being on the south line of the St. Louis Southwestern Railway right-of-way (variable width); THENCE South 79 degrees 32 minutes 25 seconds East, offset against or adjustment ofdeporting sold Block line and along said south line, the Cancellation Fee.a distance of 114.68 feet to a ½-lnch Iron rod with cop found for corner; THENCE South 86 degrees 20 minutes 07 seconds East, continuing along said south line, a distance of 544.82 feet to a ½-lnch iron rod with cap found for corner;

CANCELLATION OPTION. Section 48.01. Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellationis, and no event exists whichhas been throughout the term of this lease, (up to and including the Vacate Date, as defined below) fully compliant with all of the giving of notice or passage of time or bothterms, would become a defaultconditions and provisions herein imposed on Tenant, then Tenant shall have the right a one-time, irrevocable opportunity to cancel the Lease (the “Cancellation Option”). such cancellation this lease agreement, subject to be effective on the last day and conditioned upon satisfaction of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon following provisions and requirements: (i) Tenant requesting from shall notify Landlord in writing prior of its election to cancel this lease no later than the fourth anniversary of the date on which Tenant is first obligated to pay rent hereunder, pursuant to Article 3 and Schedule A hereof; as to which date time shall be of the essence (hereinafter the "Cancellation Notice"); (ii) The effective date of the cancellation shall be exactly twelve (12) full months following Landlord's receipt of the Cancellation Notice additional space in the Complex to accommodate from Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and ; (iii) Tenant delivering to Landlord along with Upon delivery of the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Dateincluded therewith, Tenant shall vacate and surrender the Premises to Landlordprovide for Landlord a certified check, drawn on a New York clearinghouse bank, in the amount of $330,450.00, which payment shall not constitute rent but shall be deemed a good cancellation fee and broom clean condition, free of shall be paid in addition to all debris, with all furniture, furnishings rents and other personal property removed therefrom, additional rent payments due from Tenant up to and otherwise in accordance with including the provisions of this Lease regarding surrender date Tenant actually vacates and surrenders possession of the Demised Premises upon pursuant to this Article (the expiration or sooner termination "Vacate Date"); (iv) Up to and including the Vacate Date, all of the Leaseterms, requirements, obligations and (2) effective as of the Cancellation Date, impositions applicable against Landlord and Tenant pursuant to this lease shall continue in full force and effect; (v) On the Vacate Date, this lease agreement shall be released of further obligations under deemed terminated as if it shall have expired pursuant to its terms, whereupon neither party shall have any continuing rights or liabilities to the Leaseother, except for those accrued but unpaidthat Landlord shall thereafter promptly refund Tenant's security deposit, for reconciliations of Additional Rent paid pursuant to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeArticle 3 hereof.

CANCELLATION OPTION. 13.1. Provided that Tenant is has not in default (beyond any applicable cure period) under exercised either the Lease at ROFO Option or the time of notice or at the time of cancellationRenewal Option, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right one-time option (the “Cancellation Option”) to cancel the Lease effective as of February 28, 2023 (the “Cancellation Date”); provided, however, that such cancellation shall only be effective upon strict compliance with the following terms and conditions: (a) Tenant shall give Landlord at least one (1) years’ prior written notice of its election to cancel the Lease (the “Cancellation OptionNotice”), which Cancellation Notice shall be given in the manner prescribed in the Lease for the giving of notices; provided, however, in no event shall the Cancellation Notice be given prior to January 1, 2018. Any such cancellation to Cancellation Notice shall be effective on the last day irrevocable upon delivery and time shall be of the sixty-fifth essence in connection with the exercise of any election to cancel hereunder. (65thb) full calendar month If Tenant shall have not exercised the 30th Floor Option at the time of the Lease Term giving of the Cancellation Notice, Tenant shall pay to Landlord the sum of $3,713,682.77 (the “Cancellation DatePayment”); provided, upon however, if Tenant shall have exercised the 30th Floor Option at least nine the time of the giving of the Cancellation Notice, the Cancellation Payment shall be the sum of (9i) full calendar months’ prior written notice $3,713,682.77, plus (ii) an amount calculated pursuant to Exhibit G annexed hereto. The Cancellation Payment shall be by good unendorsed certified or bank check of Tenant and shall be paid to Landlord within one (1) month following the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with delivery of the Cancellation Notice, time being of the essence hereofessence. The Cancellation Option is conditioned upon (i) Tenant requesting from Tenant’s failure to timely pay Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering to Landlord along with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or Payment shall render its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation OptionOption void ab initio, and Tenant shall have no further rights under this Article 13. (c) Tenant shall not be in default under the Lease or this Amendment beyond the expiration of any applicable notice and cure period at the time of the giving of the Cancellation Option Notice. (d) Notwithstanding any such cancellation by Tenant hereunder, Tenant shall lapse remain liable to pay all fixed annual rent and additional rent through the Cancellation Date and to cure any default under any of the terms, covenants, and conditions of the Lease shall continue for the entire Lease Term. If Tenant timely exercises or this Amendment existing on the Cancellation Option, then Date. Such defaults shall be cured within the periods provided in the Lease and such liability of Tenant shall survive any such cancellation. (1e) on On or before prior to the Cancellation Date, Tenant shall vacate the demised premises and surrender the Premises possession thereof to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise Landlord in accordance with the provisions of this Lease regarding surrender the Lease, as if said Cancellation Date were the original expiration date. (f) Upon the cancellation of the Premises upon Lease, Landlord and Tenant shall be relieved of any obligations under the Lease in respect of the period following such Cancellation Date, other than those accruing prior to the Cancellation Date and except with respect to those obligations expressly provided herein to survive the expiration or sooner termination of the Lease. Upon request of Landlord, and (2) effective as of Tenant shall enter into an agreement with Landlord in form reasonably satisfactory to Landlord stating the Cancellation Date, Landlord and Tenant . (g) The Cancellation Option shall be released personal to Varonis Systems, Inc. or any assignee pursuant to Section 11.02 of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.