Common use of Contraction Right Clause in Contracts

Contraction Right. Provided that no Default by Tenant then exists under any provision of this Lease, either at the time of Tenant’s election of its right to terminate granted herein or as of the effective Termination Date, Tenant (i.e. Bloom Energy Corporation) and any Permitted Transferee shall have the one-time right to terminate this Lease (the “Early Termination Right”) solely as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building, as the case may be (the “Relinquished Floor”) effective as of the last day of the seventh (7th) year of the initial Term of the Lease (the “Termination Date”), provided Tenant has delivered its irrevocable written notice of such election to terminate (the “Termination Notice”) to Landlord not more than twelve (12) full calendar months prior to the Termination Date or less than nine (9) full calendar months prior to the Termination Date. Such Termination Notice shall state whether the Relinquished Floor is the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building. All rental and other costs due under this Lease allocable to the Relinquished Floor through the Termination Date shall remain due and payable by Tenant to Landlord. Any such termination by Tenant shall not abrogate any obligation existing under the Lease as of the Termination Date or otherwise attributable to Tenant’s occupancy thereof. Anything herein to the contrary notwithstanding, Tenant’s right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building is personal to Bloom Energy Corporation and any Permitted Transferee, and shall not apply to any other assignee of this Lease. Tenant shall not have a right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building if this Lease has been assigned (whether or not Landlord has consented to such assignment). Any exercise of such termination right referred to in this Paragraph 50 by any assignee of this Lease shall be void and of no force or effect. If Tenant timely exercises the Early Termination Right, then Landlord shall prepare, and Landlord and Tenant shall execute, an amendment to this Lease that memorializes the contraction of the size of the Premises by the amount of the Relinquished Floor and subjects the Premises less the Relinquished Floor to all of the terms and conditions of this Lease, except that effective as of the Termination Date: (i) the Base Rent payable by Tenant to Landlord for the Premises as shown in the schedule set forth in Paragraph 1.10 shall be decreased from and after the Termination Date (on a per rentable square foot basis) to account for the rentable square footage of the Relinquished Floor, (ii) Tenant’s percentage share shall be decreased to a percentage determined by dividing the rentable square footage of the Premises (not including the Relinquished Floor) by the rentable square footage of the Building (stipulated in Paragraph 1.5 above), and (iv) the number of unreserved parking spaces within the Common Area allocated to Tenant shall be decreased by an amount equal 3.3 parking spaces per 1,000 rentable square feet included in the Relinquished Floor.

Contraction Right. 4.3.1 Provided that no Default by Tenant is not then exists in default beyond any applicable notice and cure periods under any provision the terms of this Lease, either at the time of Tenant’s election of its right to terminate granted herein or as of the effective Termination Datebeginning on [***], Tenant (i.e. Bloom Energy Corporation) and any Permitted Transferee shall have the a one-time right to terminate this Lease (the “Early Termination First Contraction Right”) solely to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises, provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space (as hereinafter defined) Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the entire fourth confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission. shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Tenant shall deliver to Landlord prior written notice of Tenant’s intent to contract the Demised Premises, and such contraction shall become effective on the date that is [***] (4th) floor [***])[***] after Tenant’s delivery of such notice. 4.3.2 Subject to the Building or same terms and conditions as set forth in Article 4.3.1 above and provided the entire sixth (6th) floor Net Rentable Area of the Building, as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***] beginning on the case may be [***], Tenant shall again have a one-time right (the “Relinquished Floor”) effective as of the last day of the seventh (7th) year of the initial Term of the Lease (the “Termination Date”), provided Tenant has delivered its irrevocable written notice of such election to terminate (the “Termination NoticeSecond Contraction Right”) to release back to Landlord not more than twelve either (12a) full calendar months prior to the Termination Date or less than nine [***] percent (9[***]%) full calendar months prior to the Termination Date. Such Termination Notice shall state whether the Relinquished Floor is the entire fourth (4th) floor of the Building Demised Premises, or (b) [***] ([***])[***] of the entire sixth Demised Premises, provided, however, that if Tenant elects to release [***] percent (6th[***]%) floor of the Demised Premises, the Contraction Space shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Notwithstanding the foregoing, in the event that Tenant does not exercise its First Contraction Right and the Net Rentable Area of the Building. All rental and other costs due under this Lease allocable , as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***], as a part of its Second Contraction Right, Tenant shall have the Relinquished Floor through right to release back to Landlord either (a) [***] percent ([***]%) of the Termination Date Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises; provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space shall remain due and payable be in a configuration that leaves Landlord with space considered by Tenant Landlord to Landlord. be reasonably leasable. 4.3.3 Any such termination by Tenant released space shall not abrogate any obligation existing under the Lease as be deemed “Contraction Space” for purposes hereof. Promptly after receipt of the Termination Date or otherwise attributable to Tenant’s occupancy thereof. Anything herein to notice of exercise of either the contrary notwithstanding, Tenant’s right to terminate this Lease as to the entire fourth (4th) floor of the Building First Contraction Right or the entire sixth (6th) floor of the Building is personal to Bloom Energy Corporation and any Permitted Transferee, and shall not apply to any other assignee of this Lease. Tenant shall not have a right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building if this Lease has been assigned (whether or not Landlord has consented to such assignment). Any exercise of such termination right referred to in this Paragraph 50 by any assignee of this Lease shall be void and of no force or effect. If Tenant timely exercises the Early Termination Second Contraction Right, then Landlord shall prepare, or cause to be prepared, and submit to Tenant preliminary plans for the construction of the demising walls and other necessary improvements consistent herewith, which preliminary plans shall include a proposed schedule for such construction. Within ten (10) business days after receipt of such preliminary plans, Tenant will either approve the same in writing or notify Landlord in writing of Tenant’s commercially reasonable objections. Upon receipt of Tenant’s notice of objections, Landlord will prepare or cause to be prepared revised preliminary plans to address such objections as Landlord deems commercially reasonable, and Landlord shall submit the revised preliminary plans to Tenant. Upon submittal to Tenant of the revised preliminary plans, and upon submittal of any further revisions, the procedures described above will be repeated until the preliminary plans are approved by Tenant. If the parties do not resolve such objections within thirty (30) business days from the date of Tenant’s initial receipt of the preliminary plans, the parties hereto agree to submit their dispute to non-binding mediation. If Tenant does not respond to Landlord in writing within any such ten (10) business day period, the preliminary plans for the proposed construction shall be deemed approved by Tenant. All costs and expenses for the preparation of such plans and for the construction in accordance therewith shall be included in Operating Expenses (solely chargeable to Tenant). In addition, such construction referenced in this Article 4.3.3 shall not avail Tenant of any abatement of Rent as provided in Article 15 hereof, provided such Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission. plans are adhered to, subject to Excusable Delays and Tenant Delays. The Contraction Space shall be measured and calculated by Landlord using BOMA Z65.1 1996 standards (such reasonable fee to be included in Operating Expenses) for measuring office space and shall be subject to verification by Tenant’s Architect. 4.3.4 Upon the effective date of the release of such Contraction Space, Tenant shall pay Landlord an amount equal to [***] (including [***] and any [***]) attributable to the Contraction Space and brokerage commissions paid by Landlord on account of this Lease proportionate to such Contraction Space ([***] percent [***]%). Tenant shall also be responsible for all [***] in connection with such contraction. 4.3.5 In the event that Tenant elects to exercise either the First Contraction Right or the Second Contraction Right, Landlord and Tenant shall execute, promptly execute an amendment to this Lease that memorializes confirming same. Such amendment shall confirm the total square feet of the Net Rentable Area within the Demised Premises, the Base Rental and Tenant’s Forecast Additional Rental as adjusted to reflect the contraction of the size Demised Premises. 4.3.6 In the event Tenant exercises either the First Contraction Right or Second Contraction Right, the selection by Landlord of office tenants to occupy the Contraction Space shall be subject to the requirements of Articles 57.1.2 and 57.3, but shall not be subject to Tenant’s Approval so long as each such office tenant is reasonably considered to be of a quality consistent with other first-class tenants in Class “A” office buildings in downtown Richmond, Virginia. 4.3.7 Any reduction in the Demised Premises by shall be deemed to be reduced pursuant to either the amount of First Contraction Right or the Relinquished Floor Second Contraction Right, as applicable, and subjects the Premises less the Relinquished Floor not pursuant to all of the terms and conditions of this LeaseTenant’s early termination right provided in Article 4.2 hereof, except that effective as of the Termination Date: (i) the Base Rent payable unless otherwise explicitly set forth by Tenant to Landlord for the Premises as shown in the schedule set forth in Paragraph 1.10 shall be decreased from and after the Termination Date (on a per rentable square foot basis) to account for the rentable square footage of the Relinquished Floor, (ii) Tenant’s percentage share shall be decreased to a percentage determined by dividing the rentable square footage of the Premises (not including the Relinquished Floor) by the rentable square footage of the Building (stipulated in Paragraph 1.5 above), and (iv) the number of unreserved parking spaces within the Common Area allocated to Tenant shall be decreased by an amount equal 3.3 parking spaces per 1,000 rentable square feet included in the Relinquished Floorwriting.

Contraction Right. Provided that no Default E of the First Amendment to Lease Contraction Option shall be amended and restated in its entirety as follows: Tenant shall have an ongoing right (the “Contraction Right”) to elect to reduce by up to an aggregate of two (2) full floors of Office Space leased by Tenant then exists under pursuant to the Lease at any provision time or times during the period February 1, 2015 through January 31, 2022, provided that Tenant contract in minimum increments of this Lease, either at the time of Tenant’s election all of its right to terminate granted herein space on an east or as of the effective Termination Date, west tower. Tenant (i.e. Bloom Energy Corporation) and any Permitted Transferee shall have the one-time right to terminate this Lease (the “Early Termination Right”) solely as choose which tower or towers will be subject to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building, as the case may be (the “Relinquished Floor”) effective as of the last day of the seventh (7th) year of the initial Term of the Lease (the “Termination Date”)contraction, provided that Tenant has delivered its irrevocable written notice of such election shall have no right to terminate (contract on the “Termination Notice”) to Landlord not more than twelve (12) full calendar months prior to the Termination Date or less than nine (9) full calendar months prior to the Termination Date. Such Termination Notice shall state whether the Relinquished Floor is the entire fourth (4th) floor of the Building or the entire sixth (6th) 14th floor of the Building. All rental and other costs due under this Lease allocable to That part of the Relinquished Floor through the Termination Date shall remain due and payable by Tenant to Landlord. Any such termination by Tenant shall not abrogate any obligation existing under Office Space eliminated from the Lease as a result of Tenant’s exercise, from time to time, of the Termination Date or otherwise Contraction Right shall be referred to herein as the “Eliminated Space” and shall be determined as set forth on Exhibit “B” attached hereto. Each time Tenant desires to exercise this Contraction Right, Tenant shall provide to Landlord at least six (6) months prior written notice (the “Contraction Notice”) and shall pay to Landlord an amount equal to the “Contraction Fee,” as defined below, at the time such Eliminated Space is vacated by Tenant. As used herein, the term “Contraction Fee” shall be the sum of (i) $7.25 per rentable square feet of Eliminated Space (as specified in the Contraction Notice and consistent with Exhibit “B”), plus (ii) the amount of “Unamortized TI,” as defined below, attributable to Tenant’s occupancy thereofthat portion of the Eliminated Space which is Expansion Space, plus (iii) the amount of “Unrecouped Commission,” as defined below, attributable to that portion of the Eliminated Space. Anything herein The “Unamortized TI” shall be an amount, as of the date Tenant vacates the Eliminated Space, equal to the contrary notwithstanding, Tenant’s right to terminate this Lease as to the entire fourth (4th) floor remaining unamortized balance of the Building or the entire sixth (6th) floor Tenant Improvement Allowance attributable to that portion of the Building Eliminated Space which is personal to Bloom Energy Corporation and any Permitted TransfereeExpansion Space, and shall not apply to any other assignee of this Leaseas set forth in Section 6 above, when amortized, using a 6% per annum interest rate, over the period from the TCD for the Expansion Space through January 31, 2020. Tenant shall not have a right to terminate this Lease as to the entire fourth Within thirty (4th30) floor days of the Building or TCD, the entire sixth (6th) floor of the Building if this Lease has been assigned (whether or not Landlord has consented to such assignment). Any exercise of such termination right referred to in this Paragraph 50 by any assignee of this Lease shall be void and of no force or effect. If Tenant timely exercises the Early Termination Right, then Landlord parties shall prepare, attach and Landlord and Tenant incorporate into this Second Amendment a new, mutually satisfactory Exhibit “D” which will show the amortization schedule for the Unamortized TI. The “Unrecouped Commission” shall executebe an amount, an amendment to this Lease that memorializes the contraction of the size of the Premises by the amount of the Relinquished Floor and subjects the Premises less the Relinquished Floor to all of the terms and conditions of this Lease, except that effective as of the Termination Date: date Tenant vacates the Eliminated Space, equal to the remaining unrecouped balance of the leasing commissions attributable to the Expansion Space payable with respect to the Eliminated Space, when allocated on a straight line basis over the period from the TCD through January 31, 2020. Within thirty (i30) days of the Base Rent payable by Tenant to Landlord TCD, the parties shall prepare, attach and incorporate into this Second Amendment a new, mutually satisfactory Exhibit “D” which will show the amortization schedule for the Premises Unrecouped Commission. Landlord shall pay all commissions that may be owing as shown in the schedule set forth in Paragraph 1.10 shall be decreased from and after the Termination Date (on a per rentable square foot basis) to account for the rentable square footage result of the Relinquished Floor, (ii) Tenant’s percentage share execution of this Second Amendment and shall be decreased to a percentage determined by dividing the rentable square footage of the Premises (not including the Relinquished Floor) by the rentable square footage of the Building (stipulated in Paragraph 1.5 above), indemnify and (iv) the number of unreserved parking spaces within the Common Area allocated to hold Tenant shall be decreased by an amount equal 3.3 parking spaces per 1,000 rentable square feet included in the Relinquished Floorharmless therefrom.

Contraction Right. 4.3.1 Provided that no Default by Tenant is not then exists in default beyond any applicable notice and cure periods under any provision the terms of this Lease, either at the time of Tenant’s election of its right to terminate granted herein or as of the effective Termination Datebeginning on [***], Tenant (i.e. Bloom Energy Corporation) and any Permitted Transferee shall have the a one-time right to terminate this Lease (the “Early Termination First Contraction Right”) solely to release back to Landlord either (a) [***] percent ([***]%) of the Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises, provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space (as hereinafter defined) shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Tenant shall deliver to Landlord prior written notice of Tenant’s intent to contract the Demised Premises, and such contraction shall become effective on the date that is [***] ([***])[***] after Tenant’s delivery of such notice. 4.3.2 Subject to the entire fourth (4th) floor of same terms and conditions as set forth in Article 4.3.1 above and provided the Building or the entire sixth (6th) floor Net Rentable Area of the Building, as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***] beginning on the case may be [***], Tenant shall again have a one-time right (the “Relinquished Floor”) effective as of the last day of the seventh (7th) year of the initial Term of the Lease (the “Termination Date”), provided Tenant has delivered its irrevocable written notice of such election to terminate (the “Termination NoticeSecond Contraction Right”) to release back to Landlord not more than twelve either (12a) full calendar months prior to the Termination Date or less than nine [***] percent (9[***]%) full calendar months prior to the Termination Date. Such Termination Notice shall state whether the Relinquished Floor is the entire fourth (4th) floor of the Building Demised Premises, or (b) [***] ([***])[***] of the entire sixth Demised Premises, provided, however, that if Tenant elects to release [***] percent (6th[***]%) floor of the Demised Premises, the Contraction Space shall be in a configuration that leaves Landlord with space considered by Landlord to be reasonably leasable. Notwithstanding the foregoing, in the event that Tenant does not exercise its First Contraction Right and the Net Rentable Area of the Building. All rental and other costs due under this Lease allocable , as finally determined pursuant to Article 2.2 hereof, is at least [***] percent ([***]%) of [***], as a part of its Second Contraction Right, Tenant shall have the Relinquished Floor through right to release back to Landlord either (a) [***] percent ([***]%) of the Termination Date Demised Premises, or (b) [***] ([***]) [***] of the Demised Premises; provided, however, that if Tenant elects to release [***] percent ([***]%) of the Demised Premises, the Contraction Space shall remain due and payable be in a configuration that leaves Landlord with space considered by Tenant Landlord to Landlord. be reasonably leasable. 4.3.3 Any such termination by Tenant released space shall not abrogate any obligation existing under the Lease as be deemed “Contraction Space” for purposes hereof. Promptly after receipt of the Termination Date or otherwise attributable to Tenant’s occupancy thereof. Anything herein to notice of exercise of either the contrary notwithstanding, Tenant’s right to terminate this Lease as to the entire fourth (4th) floor of the Building First Contraction Right or the entire sixth (6th) floor of the Building is personal to Bloom Energy Corporation and any Permitted Transferee, and shall not apply to any other assignee of this Lease. Tenant shall not have a right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building if this Lease has been assigned (whether or not Landlord has consented to such assignment). Any exercise of such termination right referred to in this Paragraph 50 by any assignee of this Lease shall be void and of no force or effect. If Tenant timely exercises the Early Termination Second Contraction Right, then Landlord shall prepare, or cause to be prepared, and submit to Tenant preliminary plans for the construction of the demising walls and other necessary improvements consistent herewith, which preliminary plans shall include a proposed schedule for such construction. Within ten (10) business days after receipt of such preliminary plans, Tenant will either approve the same in writing or notify Landlord in writing of Tenant’s commercially reasonable objections. Upon receipt of Tenant’s notice of objections, Landlord will prepare or cause to be prepared revised preliminary plans to address such objections as Landlord deems commercially reasonable, and Landlord shall submit the revised preliminary plans to Tenant. Upon submittal to Tenant of the revised preliminary plans, and upon submittal of any further revisions, the procedures described above will be repeated until the preliminary plans are approved by Tenant. If the parties do not resolve such objections within thirty (30) business days from the date of Tenant’s initial receipt of the preliminary plans, the parties hereto agree to submit their dispute to non-binding mediation. If Tenant does not respond to Landlord in writing within any such ten (10) business day period, the preliminary plans for the proposed construction shall be deemed approved by Tenant. All costs and expenses for the preparation of such plans and for the construction in accordance therewith shall be included in Operating Expenses (solely chargeable to Tenant). In addition, such construction referenced in this Article 4.3.3 shall not avail Tenant of any abatement of Rent as provided in Article 15 hereof, provided such plans are adhered to, subject to Excusable Delays and Tenant Delays. The Contraction Space shall be measured and calculated by Landlord using BOMA Z65.1 1996 standards (such reasonable fee to be included in Operating Expenses) for measuring office space and shall be subject to verification by Tenant’s Architect. 4.3.4 Upon the effective date of the release of such Contraction Space, Tenant shall pay Landlord an amount equal to [***] (including [***] and any [***]) attributable to the Contraction Space and brokerage commissions paid by Landlord on account of this Lease proportionate to such Contraction Space ([***] percent [***]%). Tenant shall also be responsible for all [***] in connection with such contraction. 4.3.5 In the event that Tenant elects to exercise either the First Contraction Right or the Second Contraction Right, Landlord and Tenant shall execute, promptly execute an amendment to this Lease that memorializes confirming same. Such amendment shall confirm the total square feet of the Net Rentable Area within the Demised Premises, the Base Rental and Tenant’s Forecast Additional Rental as adjusted to reflect the contraction of the size Demised Premises. 4.3.6 In the event Tenant exercises either the First Contraction Right or Second Contraction Right, the selection by Landlord of office tenants to occupy the Contraction Space shall be subject to the requirements of Articles 57.1.2 and 57.3, but shall not be subject to Tenant’s Approval so long as each such office tenant is reasonably considered to be of a quality consistent with other first-class tenants in Class “A” office buildings in downtown Richmond, Virginia. 4.3.7 Any reduction in the Demised Premises by shall be deemed to be reduced pursuant to either the amount of First Contraction Right or the Relinquished Floor Second Contraction Right, as applicable, and subjects the Premises less the Relinquished Floor not pursuant to all of the terms and conditions of this LeaseTenant’s early termination right provided in Article 4.2 hereof, except that effective as of the Termination Date: (i) the Base Rent payable unless otherwise explicitly set forth by Tenant to Landlord for the Premises as shown in the schedule set forth in Paragraph 1.10 shall be decreased from and after the Termination Date (on a per rentable square foot basis) to account for the rentable square footage of the Relinquished Floor, (ii) Tenant’s percentage share shall be decreased to a percentage determined by dividing the rentable square footage of the Premises (not including the Relinquished Floor) by the rentable square footage of the Building (stipulated in Paragraph 1.5 above), and (iv) the number of unreserved parking spaces within the Common Area allocated to Tenant shall be decreased by an amount equal 3.3 parking spaces per 1,000 rentable square feet included in the Relinquished Floorwriting.

Contraction Right. Provided that no Default by The Tenant then exists under shall, without having to pay any provision of this Leasecompensation to the Landlord, either at the time of Tenant’s election of its right have rights to terminate granted herein or as surrender certain parts of the effective Termination Date, Tenant Premises not exceeding 20,000 square feet in area in total (i.e. Bloom Energy Corporation) and any Permitted Transferee shall have hereinafter referred to as “the one-time right to terminate this Lease (the “Early Termination RightVacated Area”) solely as prior to the entire fourth (4th) floor termination or expiry of the Building or term granted under the entire sixth Sub-Lease Agreement PROVIDED ALWAYS: 1) Except as provided below, such rights can only be exercised twice upon full completion of a minimum of two (6th2) floor years from the commencement date of the Building, as the case may be (the “Relinquished Floor”Sublease Agreement; 2) effective as of the last day of the seventh (7th) year of the initial Term of the Lease (the “Termination Date”), provided Tenant has delivered its irrevocable shall serve a written notice of such election its intention to terminate (surrender the “Termination Notice”) to Landlord not more than twelve (12) full calendar months prior specific area to the Termination Date or Landlord, of not less than nine (9) full calendar months prior to the Termination Surrender Date (for avoidance of doubt, the earliest Surrender Date shall be 1 December 2012 and this shall be effective till the Expiry Date); 3) In addition, Tenant may exercise such rights no more than two (2) times in the first two (2) years. In the event the Tenant surrenders the Vacated Area within the first two (2) years of the lease, the Tenant shall: (i) Seek a replacement subtenant for the Vacated Area to take up the lease for the remaining term or longer period. Such Termination Notice replacement subtenant shall state whether be subject to the Relinquished Floor Landlord’s final approval, which shall not be unreasonably withheld or delayed, and the relevant authorities’ approvals; (ii) Continue to pay Landlord Rent and Air-Conditioning Charges for the area surrendered until one (1) day before the rent commencement date of the replacement subtenant; (iii) Compensate the Landlord for the difference in Rent, for the area(s) surrendered, if the Rent payable by the replacement subtenant(s) is lower than the Rent paid by the Tenant here. This compensation shall be calculated until 1 December 2012 and shall be paid to the Landlord on or before the surrender date; (iv) All fees, costs and expenses (including but not limited to agent’s fees) incurred in seeking a replacement subtenant shall be borne fully by the Tenant; and (v) Yield up and surrender the Vacated Area in full compliance with Clause 17.5 and all other relevant clauses (which shall be read and construed with the necessary modifications in respect of the surrender of the Vacated Area only) under this Agreement; 4) For the avoidance of doubt, total area that may be surrendered for the entire fourth (4th) floor duration of the Building or term of this Sublease shall not exceed 20,000 square feet. Once the entire sixth Tenant has exercised their rights to surrender, notwithstanding the area is less than the maximum square feet allowed, the Tenant shall forfeit its rights to surrender the balance area allowed; 5) On the Surrender Date, Tenant shall yield up and surrender the Vacated Area in full compliance with Clause 17.5 and all other relevant clauses (6th) floor which shall be read and construed with the necessary modifications in respect of the Building. All rental and other costs due surrender of the Vacated Area only) under this Lease allocable to Agreement; 6) The Tenant shall pay or reimburse the Relinquished Floor through Landlord for all disbursements, stamp duties, and reasonable out-of pocket costs incurred in connection with the Termination Date shall remain due preparation and payable by Tenant to Landlord. Any such termination by completion of legal documentation for the surrender; and 7) The Tenant shall not abrogate be entitled to any obligation existing under the Lease as refund or adjustment of its apportionment of property tax or other value added taxes in respect of the Termination Date or otherwise attributable to Tenant’s occupancy thereof. Anything herein to the contrary notwithstanding, Tenant’s right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building is personal to Bloom Energy Corporation and any Permitted Transferee, and shall not apply to any other assignee of this Lease. Tenant shall not have a right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building if this Lease has been assigned (whether or not Landlord has consented to such assignment). Any exercise of such termination right referred to in this Paragraph 50 by any assignee of this Lease shall be void and of no force or effect. If Tenant timely exercises the Early Termination Right, then Landlord shall prepare, and Landlord and Tenant shall execute, an amendment to this Lease that memorializes the contraction of the size of the Premises by the amount of the Relinquished Floor and subjects the Premises less the Relinquished Floor to all of the terms and conditions of this Lease, except that effective as of the Termination Date: (i) the Base Rent payable by Tenant to Landlord for the Premises as shown in the schedule set forth in Paragraph 1.10 shall be decreased from and after the Termination Date (on a per rentable square foot basis) to account for the rentable square footage of the Relinquished Floor, (ii) Tenant’s percentage share shall be decreased to a percentage determined by dividing the rentable square footage of the Premises (not including the Relinquished Floor) by the rentable square footage of the Building (stipulated in Paragraph 1.5 above), and (iv) the number of unreserved parking spaces within the Common Area allocated to Tenant shall be decreased by an amount equal 3.3 parking spaces per 1,000 rentable square feet included in the Relinquished FloorPremises.

Contraction Right. Provided that no Default by Tenant then exists has not received notice of a monetary default under any provision this Lease that remains uncured as of this Lease, either at the time date of Tenant’s election delivery of the Contraction Notice, as that term is defined below, and Tenant did not exercise its contraction right set forth in Section 2.4 above, Tenant shall have the right to terminate granted herein or as its lease of the effective Termination Date, Tenant entirety of the two (i.e. Bloom Energy Corporation2) and any Permitted Transferee shall have highest full floors in the one-time right to terminate this Lease Premises (the “Early Termination Right”) solely as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building, as the case may be (the “Relinquished FloorContraction Space”) effective as of 11:59 p.m. on the date designated by Tenant in the Contraction Notice ( the “Contraction Date”) which date is on or between the last day of the seventh seventy-eighth (7th78th) year Lease Month and the last day of the initial Term of the ninetieth (90th) Lease Month, provided that (i) Landlord receives written notice (the “Termination Date”), provided Tenant has delivered its irrevocable written notice of such election to terminate (the “Termination Contraction Notice”) to Landlord not more from Tenant no later than twelve (12) full calendar months Lease Months prior to the Termination Date or less Contraction Date, and in any event, not later than nine (9) full calendar months prior to the Termination Date. Such Termination Notice shall state whether the Relinquished Floor is the entire fourth (4th) floor last day of the Building or the entire sixth seventy-eighth (6th78th) floor Lease Month, stating Tenant’s election to terminate its lease of the Building. All rental and other costs due under this Lease allocable Contraction Space, pursuant to the Relinquished Floor through the Termination Date shall remain due and payable by Tenant to Landlord. Any such termination by Tenant shall not abrogate any obligation existing under the Lease as of the Termination Date or otherwise attributable to Tenant’s occupancy thereof. Anything herein to the contrary notwithstanding, Tenant’s right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building is personal to Bloom Energy Corporation and any Permitted Transferee, and shall not apply to any other assignee of this Lease. Tenant shall not have a right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building if this Lease has been assigned (whether or not Landlord has consented to such assignment). Any exercise of such termination right referred to in this Paragraph 50 by any assignee of this Lease shall be void and of no force or effect. If Tenant timely exercises the Early Termination Right, then Landlord shall prepare, and Landlord and Tenant shall execute, an amendment to this Lease that memorializes the contraction of the size of the Premises by the amount of the Relinquished Floor and subjects the Premises less the Relinquished Floor to all of the terms and conditions of this LeaseSection 2.5 and setting forth the Contraction Date and (ii) on or before the Contraction Date, except Landlord receives the Contraction Fee (as that effective term is defined below), all as consideration for and as a condition precedent to such contraction. Provided that Tenant terminates its lease of the Contraction Space pursuant to the terms of this Section 2.5, Tenant’s lease of the Contraction Space shall automatically terminate and be of no further force or effect on the Contraction Date, but Tenant’s lease of the remainder of the Premises shall remain in full force and effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date: (i) Contraction Date with respect to the Base Rent payable by Tenant to Landlord for the Premises as shown in the schedule Contraction Space, except those obligations set forth in Paragraph 1.10 this Lease which relate to the term of Tenant’s lease of the Contraction Space and/or that specifically survive the expiration or earlier contraction of this Lease with respect to the Contraction Space, including, without limitation, the payment by Tenant of all amounts owed by Tenant under the Lease with respect to the Contraction Space, up to and including the Contraction Date. For purposes of this Lease, the “Contraction Fee” shall be decreased from and after mean the Termination Date then-unamortized portions, calculated using a five percent (5%) interest factor, on an equal payment basis over the number of Lease Months during which Base Rent is payable during the initial Lease Term (determined on a per rentable square foot basis) to account basis for the rentable square footage Contraction Space), of (a) the Relinquished FloorTenant Improvement Allowance, (iib) Tenant’s percentage share shall be decreased to a percentage determined by dividing the rentable square footage of the Premises (not including the Relinquished Floor) by the rentable square footage of the Building (stipulated in Paragraph 1.5 above)Base Rent Abatement, and (ivc) leasing commissions paid by Landlord to Tenant’s Broker in connection with this Lease. If Tenant timely exercises Tenant’s contraction right as set forth herein, then the applicable TCCs of Exhibit I attached hereto shall apply, which Exhibit I shall provide the mechanism for appropriate adjustments to Base Rent and Tenant’s Share based on the exclusion of the stipulated number of unreserved parking spaces within the Common Area allocated to Tenant shall be decreased by an amount equal 3.3 parking spaces per 1,000 rentable square feet included on the floor or floors in the Relinquished FloorOffice Component which are no longer part of the Premises. Tenant shall execute an amendment to this Lease documenting the multi-tenant nature of the Project upon the applicable TCCs of Exhibit I attached hereto within ten (10) business days of delivery of such amendment to Tenant by Landlord, but the TCCs of Exhibit I shall be fully effective whether or not the such amendment is executed.

Contraction Right. Provided that no Default by 39.1. Tenant then exists under any provision of this Lease, either at the time of Tenant’s election of its right to terminate granted herein or as of the effective Termination Date, Tenant (i.e. Bloom Energy Corporation) and any Permitted Transferee shall have the one-time right may elect to terminate this Lease (the “Early Termination Right”) solely as respect to the entire portion of the Premises which constitutes space on the fourth (4th) floor of the Building or the entire sixth (6th28,842 rentable square feet) floor of the Building, as the case may be then being leased by Tenant hereunder (the “Relinquished FloorExcluded Premises”) effective as of by notice (the “Partial Exclusion Notice”) to Landlord in writing given no later than the last day of the seventh seventy-second (7th72nd) year full month of the initial Term hereunder (time being of the Lease essence) (the “Termination Partial Exclusion Notice Expiration Date”). 39.2. If Tenant so elects to exercise its contraction right as provided in Section 39.1 above, provided Tenant has delivered its irrevocable written notice then the lease of such election to the Excluded Premises shall terminate on the last day of the eighty-fourth (84th) full month of the Term (the “Termination NoticeExclusion Date”) to Landlord not more than twelve (12) full calendar months prior as though the lease had expired by lapse of time on the Exclusion Date with respect to the Termination Date or less than nine (9) full calendar months prior to Excluded Premises. From and after the Termination Exclusion Date. Such Termination Notice shall state whether , the Relinquished Floor is the entire fourth (4th) floor remainder of the Building or Premises (the entire sixth (6th) floor “Remainder Leased Premises”), after exclusion of such Excluded Premises, shall be deemed to be the Building. All rental and other costs due Premises under this Lease allocable to the Relinquished Floor through the Termination Date shall remain due and payable by Tenant to Landlord. Any such termination by Tenant shall not abrogate any obligation existing under the Lease as of the Termination Date or otherwise attributable to Tenant’s occupancy thereof. Anything herein to the contrary notwithstanding, Tenant’s right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building is personal to Bloom Energy Corporation and any Permitted Transferee, and shall not apply to any other assignee of this Lease. Tenant shall not have a right to terminate this Lease as to the entire fourth (4th) floor of the Building or the entire sixth (6th) floor of the Building if this Lease has been assigned (whether or not Landlord has consented to such assignment). Any exercise of such termination right referred to in this Paragraph 50 by any assignee of this Lease shall be void and of no force or effect. If Tenant timely exercises the Early Termination Righthas exercised said contraction option, then Landlord shall preparewithin thirty (30) days after request by either party hereto, and Landlord and Tenant shall execute, an enter into a written amendment to this Lease that memorializes prepared by Landlord and approved by Tenant, confirming the terms, conditions and provisions applicable to the Excluded Premises and the Remainder Leased Premises as determined in accordance herewith. 39.3. If Tenant exercises its contraction right under this Article 39, then Tenant shall vacate and deliver possession of the size Excluded Premises to Landlord in the manner set forth in, and in the condition required by, the Lease for surrender of the Premises by Premises, on or before the amount Exclusion Date, which shall include, without limitation, removal of the Relinquished Floor internal staircase between floors 4 and subjects 5 that is contemplated to be installed as part of Tenant’s Work and repairing the slab to the condition which existed prior to installation of the stairway. Any retention of possession by Tenant of all or part of the Excluded Premises less after the Relinquished Floor Exclusion Date shall be deemed a holdover under Article 9 of this Lease without consent of Landlord, and shall be subject to all of the terms and conditions of said Article 9 with respect to such holdover. 39.4. If Tenant exercises its contraction right under this LeaseArticle 39, except that then effective as of the Termination Exclusion Date: (i) , Base Rent provided to be paid under the lease for the Premises shall be reduced for the remainder of the Term based on the Base Rent payable by Tenant applicable to Landlord for the Excluded Premises as shown in the schedule set forth in Paragraph 1.10 this Lease. Tenant’s Proportionate Share of Expenses, Taxes and Utility Expenses for the calendar year which includes the Exclusion Date shall be decreased from and after the Termination Date (on a per rentable square foot basis) to account calculated separately for the rentable square footage of Excluded Premises and the Relinquished Floor, Remainder Leased Premises as follows: (iia) Tenant’s percentage share Proportionate Share of Expenses, Taxes and Utility Expenses attributable to the Excluded Premises shall be decreased prorated pursuant to a percentage determined by dividing Article 4 of this Lease for the calendar year which includes the Exclusion Date as though this Lease will terminate on the Exclusion Date, and the number of days in the Term shall be deemed to be the number of days in the period commencing on January 1 of the calendar year which includes the Exclusion Date and ending on the Exclusion Date. Tenant’s Proportionate Share of Expenses, Taxes and Utility Expenses attributable to the Excluded Premises for said calendar year shall be computed pursuant to Tenant’s Proportionate Share, using as the numerator the rentable square footage area of the Excluded Premises. (b) Tenant’s Proportionate Share of Expenses, Taxes and Utility Expenses with respect to the Remainder Leased Premises (not including for such calendar year and for the Relinquished Floor) by the rentable square footage remainder of the Building Term thereafter shall be computed pursuant to the definition of Tenant’s Proportionate Share, using as the numerator described therein the total rentable area of the Remainder Leased Premises. 39.5. In the event Tenant exercises its option to contract as provided in this Article 39, then, notwithstanding anything contained in this Article 39 to the contrary, Tenant shall pay Landlord the “Excluded Premises Termination Fee” (stipulated in Paragraph 1.5 aboveas hereinafter defined) with respect to the Excluded Premises at the same time as Tenant delivers its written termination notice under this Article 39, which payment shall be an express condition of the effectiveness of Tenant’s early termination election hereunder. For purposes hereof, the term “Excluded Premises Termination Fee” shall mean an amount, calculated with respect to the Excluded Premises, equal to the “Unamortized Excluded Premises Costs” (as hereinafter defined), calculated as of the Exclusion Date. For purposes hereof, the term “Unamortized Excluded Premises Costs” for the Excluded Premises shall mean an amount equal to the unamortized portion of (a) Landlord’s Contribution, and (ivb) the number commissions and fees paid by Landlord to the Brokers, such amortization to be made evenly over the Term at an annual interest rate of unreserved parking spaces within eight percent (8%). At any time and from time to time during the Common Area allocated Term, Tenant may in a written notice to Landlord request that Landlord deliver to Tenant a “Certified Cost Statement” (as hereinafter defined) with respect to the Excluded Premises Termination Fee. Landlord shall provide such Certified Cost Statement to Tenant within fifteen (15) business days after receipt of such request. As used herein, a “Certified Cost Statement” is a statement certified by Landlord to be true and correct setting forth the total Excluded Premises Termination Fee (or the Termination Fee or other similar Fee with respect to the exercise by Tenant of options hereunder) as reasonably determined by Landlord in connection with this Section, including the amount of each specific component of such Fee and amortization schedules, to the extent applicable thereto. Provided that Tenant requests a then-current Certified Cost Statement by no later than sixty (60) days prior to the last day of the seventy-second (72nd) full month of the Term, then in the event that Landlord fails to deliver a Certified Cost Statement to Tenant by no later than thirty (30) days prior to the last date of the eighty-fourth (84th) full month of Term, then the last date on which Tenant may exercise its termination right set forth herein shall be decreased by an amount equal 3.3 parking spaces per 1,000 rentable square feet included in extended until thirty (30) days after ▇▇▇▇▇▇’s receipt of the Relinquished FloorCertified Cost Statement.