Common use of Expansion Option Clause in Contracts

Expansion Option. 21.1 Provided that Tenant has not sublet more than one (1) full floor of the Demised Premises; then, between (and including) the sixty-third (63rd) and seventh-fifth (75th) months of the Lease Term, Tenant shall have the one time right to lease between 10,000 square feet of Rentable Area and a full floor in the Building (the “Expansion Space”) which shall be offered in writing to Tenant by Landlord. The exact size, location, and configuration of the Expansion Space shall be as reasonably determined by Landlord, provided that the Expansion Space shall be contiguous to the Demised Premises. The Expansion Space shall be offered to Tenant in writing at (i) One Hundred Percent (100%) of the Prevailing Market Rate for Base Annual Rent and Additional Rent in effect at the time the Expansion Space is offered to Tenant, (ii) One Hundred Percent (100%) of the fair market concessions in effect at the time the Expansion Space becomes available, including, without limitation, fair market buildout allowance and a reasonable buildout time of not less than ninety (90) days, in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 square feet following the date such space is delivered to Tenant, and (iii) for a term co-terminus with the Term for the remainder of the Demised Premises (subject to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal Options). Landlord shall send written notice to Tenant (the “Expansion Notice”) before the last day of the fifty-first (51st) month of the Lease Term (but not before the forty-fourth (44th) month of the Lease term) setting forth (a) a description of the Expansion Space being offered, including a diagram thereof; (b) the date the Expansion Space is available for lease by Tenant (which must be between the dates set forth in the first sentence of this Section) (the “Availability Date”); and (c) Landlord’s good faith determination of the Base Annual Rent, Additional Rent and other market concessions, all calculated on a per square foot of Rentable Area basis. Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the entire Expansion Space (which Expansion Space shall not be less than 10,000 square feet of Rentable Area), time being of the essence. If Tenant fails to accept Landlord’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space except as set forth in Section 22 hereof. In the event Tenant accepts Landlord’s offer for the entire Expansion Space within the time specified, Tenant agrees to accept the Expansion Space in its “as is” condition at the time it is delivered to Tenant, but with Landlord’s Delivery Work done provided that the Expansion Space is delivered with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E with respect to the Expansion Space. If Tenant accepts Landlord’s offer for the expansion space, but disputes the amount of Base Annual Rent and other concession offered by Landlord, Landlord and Tenant shall negotiate in good faith to determine such amounts for a period of thirty (30) days, and if they are unable to agree, then the Base Annual Rent and market concessions for the Expansion Space shall be determined in using the procedure set forth in Article 19 for determination of the Prevailing Market Rate. Once Tenant has accepted the Expansion Space, then the Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of the Expansion Space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant’s use. This Expansion Option is contingent on Tenant not having been in default (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time of Landlord’s offer, at the time of Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commences.

Expansion Option. 21.1 Provided that Subject to the provisions of this Section 1(c) ---------------- and all Legal Requirements and Private Restrictions, Landlord grants to Tenant has the right, option and privilege to expand the Original Premises on not sublet more than one three (13) full floor separate occasions by adding up to an additional total of Five Hundred Thirty-Two Thousand Two Hundred Twenty-Four (532,224) square feet as provided by this Section 1(c); provided, however, that no single expansion shall increase the square footage of the Demised Premises; thenBuilding by less than One Hundred Fifty Thousand (150,000) square feet (in each case, between `Expansion Option'). Landlord's duty to grant the Expansion Option, acquire the Expansion Land (and including) the sixty-third (63rdas such term is defined below in this Section 1(c)(3)) and seventh-fifth (75th) months of the Lease Term, Tenant shall have the one time right to lease between 10,000 square feet of Rentable Area and a full floor in the Building (the “Expansion Space”) which shall be offered in writing to Tenant by Landlord. The exact size, location, and configuration of construct the Expansion Space (as such term is defined in Section 1(c)(4)), all as provided in this Section 1(c), shall be as reasonably determined by Landlord, provided that the Expansion Space shall be contiguous subject to the Demised Premises. The Expansion Space shall be offered to Tenant in writing at (i) One Hundred Percent (100%) occurrence of the Prevailing Market Rate for Base Annual Rent and Additional Rent in effect at the time the Expansion Space is offered following condition precedent: "Landlord shall have acquired, pursuant to Tenant, (ii) One Hundred Percent (100%) one or more of the fair market concessions in effect at the time the Expansion Space becomes available, Real Estate Agreements or pursuant to such other purchase or option agreements as may be reasonably acceptable to Landlord and Tenant (including, without limitation, fair market buildout allowance and at a reasonable buildout time of price not less greater than ninety (90) days, in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 square feet following the date such space is delivered to Tenant, and (iii) for a term co-terminus with the Term for the remainder of the Demised Premises (subject to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal Options). Landlord shall send written notice to Tenant (the “Expansion Notice”) before the last day of the fifty-first (51st) month of the Lease Term (but not before the forty-fourth (44th) month of the Lease term) setting forth (a) a description of the Expansion Space being offered, including a diagram thereof; (b) the date the Expansion Space is available for lease by Tenant (which must be between the dates that set forth in the first sentence of this SectionReal Estate Agreements) (the “Availability Date”in each case, `Expansion Contract'); and (c) Landlord’s good faith determination , all or a portion of the Base Annual Rent, Additional Rent and other market concessions, all calculated land shown on a per square foot of Rentable Area basis. Tenant shall have ten the attached Exhibit `A-2,' which land (10or portion thereof) business days in which is sufficient to accept in writing Landlord’s offer for accommodate the entire Expansion Space (which Expansion Space shall not be less than 10,000 square feet of Rentable Area), time being construction of the essence. If Tenant fails to accept Landlord’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of Expansion Premises (as such space except as set forth term is defined in Section 22 1(c)(4) hereof. In the event Tenant accepts Landlord’s offer for the entire Expansion Space within the time specified, Tenant agrees to accept the Expansion Space in its “as is” condition at the time it is delivered to Tenant, but with Landlord’s Delivery Work done provided that the Expansion Space is delivered with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E with respect ) pursuant to the Expansion SpaceOption then being exercised (in each case, `Expansion Land'). If Tenant accepts Landlord’s offer for The Original Land and any Expansion Land are together hereinafter referred to as the expansion space`Land." For all purposes of this Lease, but disputes the amount of Base Annual Rent and other concession offered by Landlord, Landlord and Tenant shall negotiate in good faith to determine such amounts for a period of thirty (30) days, and if they are unable to agree, then the Base Annual Rent and market concessions for the Expansion Space Land shall be determined in using deemed to be sufficient to accommodate the procedure set forth in Article 19 for determination of the Prevailing Market Rate. Once Tenant has accepted the Expansion Space, then the Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing construction of the Expansion Space. Landlord makes no representation that any carpeting or special improvements present Premises if, and only if, such construction can be commenced and completed hereon in the additional space prior to the time the previous occupant vacates the space will remain for Tenant’s use. This Expansion Option is contingent on Tenant not having been a commercially reasonable fashion, and in default (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time of Landlord’s offer, at the time of Tenant’s acceptance of Landlord’s offer accordance with all Legal Requirements and thereafter through the date on which the term of the additional space commencesall Private Restrictions.

Expansion Option. 21.1 Provided A. Tenant may lease additional space ("Expansion Option"), if: 1. Tenant, after any applicable grace periods have expired, is not in default under this Lease; provided that if Tenant fails to cure any default existing at the time Tenant's Five, Ten or Fifteen Year Notice, as the case may be, is given 40 within the applicable grace periods, Landlord, at its option, may declare Tenant's Five, Ten or Fifteen Year Notice, as the case may be, to be null and void; and 2. no more than fifteen percent (15%) of the Premises (excluding any subletting of the portion of the Premises located on the 10th floor of the Building) is sublet to parties other than Members at the time of Landlord's receipt of the Five, Ten and/or Fifteen Year Notice (defined below), as the case may be; and 3. this Lease has not been assigned, except to a Successor; and 4. the Five, Ten and/or Fifteen Year Space (defined below) is intended to be for the exclusive use of Tenant or a Successor only, except as permitted by subsections 14.C. and 14.D.; and 5. for Fifteen Year Space only, Tenant has not sublet more than exercised or concurrently exercises its Renewal Option (Section 44); and 6. Landlord receives notice of exercise of this Expansion Option for: a. Five Year Space ("Five Year Notice") on or before March 31, 1992; and b. Ten Year Space ("Ten Year Notice") on or before March 31, 1997; and c. Fifteen Year Space ("Fifteen Year Notice") on or before November 30, 2002; and 7. Tenant executes and returns the Five, Ten or Fifteen Year Amendment(s), as the case mat be, (subsection 48.D.1. below) within thirty (30) days of their submission to Tenant. B. Landlord shall provide Tenant with Five Year Space, Ten Year Space and Fifteen Year Space, as the case may be, in accordance with Tenant's priority list to the extent possible, considering the availability of space in the Building and in the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. The Tenant's priority list is as follows: first, on floors 11 through 17 inclusive, in the Building or on floors 2 through 22 inclusive, in the 30 South ▇▇▇▇▇▇ Building ("First Location"); secondly, on floors 23 through 30 in the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Second Location"); and thirdly, on floors 18 through 40 inclusive, in the Building or on floors 31 through 40 inclusive, in the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Third Location") (such First, Second, and Third Location shall collectively be referred to herein as the "Expansion Location"). C. 1. If Tenant is able to and appropriately exercises its Expansion Option for Five Year Space, Landlord shall designate one (1) full floor of the Demised Premises; then, between (and including) the sixty-third (63rd) and seventh-fifth (75th) months of the Lease Term, Tenant shall have the one time right to lease between 10,000 square feet of Rentable Area and a full floor in the Building (the “Expansion Space”) which shall be offered in writing to Tenant by Landlord. The exact size, location, and configuration of located within the Expansion Location ("Five Year Space") on or before 180 days after March 31, 1992 and shall deliver such Five Year Space shall be as reasonably determined by Landlordduring the period commencing 90 days after Landlord designates such Five Year Space and ending on April 1, provided that the Expansion 1994, but in no event prior to January 1, 1993 ("Five Year Space shall be contiguous to the Demised Premises. The Expansion Space shall be offered to Tenant in writing at (i) One Hundred Percent (100%) of the Prevailing Market Rate for Base Annual Rent and Additional Rent in effect at the time the Expansion Space is offered to Tenant, (ii) One Hundred Percent (100%) of the fair market concessions in effect at the time the Expansion Space becomes available, including, without limitation, fair market buildout allowance and a reasonable buildout time of not less than ninety (90) days, in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 square feet following the date such space is delivered to Tenant, and (iii) for a term co-terminus with the Term for the remainder of the Demised Premises (subject to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal OptionsWindow"). Landlord shall send written notice to Tenant (the “Expansion Notice”) before the last day of the fifty-first (51st) month of the Lease Term (but not before the forty-fourth (44th) month of the Lease term) setting forth (a) a description of the Expansion Space being offered, including a diagram thereof; (b) the date the Expansion Space is available for lease by Tenant (which must be between the dates set forth in the first sentence of this Section) (the “Availability Date”); and (c) Landlord’s good faith determination of the Base Annual Rent, Additional Rent and other market concessions, all calculated on a per square foot of Rentable Area basis. Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the entire Expansion Space (which Expansion Space shall not be less than 10,000 square feet of Rentable Area), time being of the essence... 2. If Tenant fails is able to accept Landlord’s offer within the time specifiedand appropriately exercises its Expansion Option for Ten Year Space, Landlord shall have no further obligation to Tenant with respect to any of such space except as set forth in Section 22 hereof. In the event Tenant accepts Landlord’s offer for the entire Expansion Space designate one (1) full floor located 41 within the time specifiedExpansion Location ("Ten Year Space") on or before 180 days after March 31, Tenant agrees to accept 1997 and shall deliver such Ten Year Space during the Expansion period commencing 90 days after Landlord designates such Ten Year Space in its “as is” condition at the time it is delivered to Tenantand ending on July 1, 1999, but with Landlord’s Delivery Work done provided that the Expansion in no event prior to October 1, 1997 ("Ten Year Space is delivered with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E with respect to the Expansion SpaceWindow"). 3. If Tenant accepts Landlord’s offer is able to and appropriately exercises its Expansion Option for Fifteen Year Space, Landlord shall designate one (1) full floor located within the expansion spaceExpansion Location ("Fifteen Year Space") on or before 180 days after November 30, 2002 and shall deliver such Fifteen Year Space during the period commencing 90 days after Landlord designates such Fifteen Year Space and ending on June 1, 2005, but disputes the amount of Base Annual Rent and other concession offered by Landlord, Landlord and Tenant shall negotiate in good faith to determine such amounts for a period of thirty (30) days, and if they are unable to agree, then the Base Annual Rent and market concessions for the Expansion Space shall be determined in using the procedure set forth in Article 19 for determination of the Prevailing Market Rate. Once Tenant has accepted the Expansion Space, then the Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of the Expansion Space. Landlord makes no representation that any carpeting or special improvements present in the additional space event prior to the time the previous occupant vacates the space will remain for Tenant’s use. This Expansion Option is contingent on Tenant not having been in default June 1, 2003 (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time of Landlord’s offer, at the time of Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commences"Fifteen Year Space Window").

Expansion Option. 21.1 Provided that Tenant has not sublet more than one (1) full floor of 43.1. Subject to the Demised Premises; then, between (and including) the sixty-third (63rd) and seventh-fifth (75th) months of the Lease Termconditions set forth in this Article 43, Tenant shall have the one time right right, but not the obligation, to lease between 10,000 expand the Premises (the “Expansion Option”) to include up to (a) approximately twenty-five thousand six hundred ninety-nine (25,699) rentable square feet of Rentable Area additional office space and a full floor approximately one hundred two thousand five hundred ninety (102,590) rentable square feet of additional manufacturing space in the Building (the “Primary Expansion Space”) which plus (b) subject to the right of first refusal as of the Execution Date (the “Prior Right”) of Revance Therapeutics, Inc. (“Revance”), approximately thirty-two thousand five hundred seventy (32,570) rentable square feet of additional office space and approximately four hundred twenty-six (426) rentable square feet of additional manufacturing space in the Building (the “Secondary Expansion Space” and, collectively with the Primary Expansion Space, the “Expansion Space”). The Primary Expansion Space and Secondary Expansion Space are depicted on Exhibit J attached hereto. Notwithstanding anything in this Lease to the contrary, the Expansion Option with respect to the Secondary Expansion Space shall be offered subject to the Prior Right. 43.2. Tenant may exercise the Expansion Option by providing Landlord, no later than twelve (12) months after the Term Commencement Date (the “Expansion Option Period”), with not less than three (3) months’ prior written notice that Tenant has elected to exercise the Expansion Option and the portion of the Expansion Space that Tenant has elected to lease; provided, however, that any Expansion Space leased by Tenant shall be contiguous to the then-current Premises and the remainder shall be in writing a configuration that is, in Landlord’s opinion, leasable to a third party tenant. 43.3. Within ten (10) days after Tenant by Landlord. The exact sizeexercises the Expansion Option with regards to any Primary Expansion Space, locationTenant and Landlord shall enter into a written amendment to the Lease (the “Amendment”), and configuration which amendment shall provide, unless otherwise agreed in writing, (a) that the commencement date of the Expansion Space shall be as reasonably the date that is agreed to by the parties but not less than three (3) months after Tenant notifies Landlord that Tenant is exercising the Expansion Option, but in no event later than the date that is fifteen (15) months after the Term Commencement Date, (b) that the Premises under this Lease shall be increased to include the rentable square feet of the Expansion Space, (c) the new Base Rent, which shall be determined by Landlordmultiplying the rentable square feet of the Premises (including the Expansion Space) by the then-current Base Rent per square foot, provided that (d) Tenant’s new Pro Rata Share of Operating Expenses based upon the addition of the Expansion Space to the Premises, (e) the proportionate increase to the Security Deposit (which increase shall be contiguous payable to Landlord upon execution of the Amendment), (f) that Landlord shall provide to Tenant a tenant improvement allowance not to exceed Fifteen Dollars ($15) per rentable square foot as of the date first written above (which Tenant shall repay to Landlord as Additional Rent amortized at a rate of nine percent (9%) over the initial Term in accordance with Section 4.1), (g) (provided that Tenant does not lease the entire Building) that Landlord, at its sole cost and expense, shall separate or separately monitor the domestic water, electrical and gas utilities as part of the Premises, but exclusive of the remainder of the Building and install meters or submeters (or other means) to monitor Tenant’s usage of such utilities (if not tied to the Demised meters or submeters for the Premises. The Expansion Space ), (h) (provided that Tenant leases the entire Building) that Tenant shall be offered responsible for certain additional maintenance obligations related to Tenant in writing at the Building (to be agreed upon by Landlord and Tenant) that would otherwise be performed by Landlord and (i) One Hundred Percent (100%provided that Tenant leases the entire Building) that Articles 43 and 44 shall be void and of no further force or effect. In all other respects, this Lease shall remain in full force and effect, and shall (except with regard to the free rent period at the commencement of the Prevailing Market Rate for Base Annual Rent initial Term of this Lease) apply to the Expansion Space. 43.4. Within three (3) business days after Tenant exercises the Expansion Option with regards to any Secondary Expansion Space, Landlord shall notify Revance in writing in accordance with the terms of Revance’s lease. If Revance does not timely exercise the Prior Right with respect to any such Secondary Expansion Space, Landlord and Additional Rent Tenant shall, within ten (10) days after the lapse of Revance’s right to notify Landlord that it desires to lease such Secondary Expansion Space pursuant to the Prior Right, enter into an Amendment in effect at accordance with Section 43.3 with respect to such Secondary Expansion Space. 43.5. In the time event that Tenant timely exercises the Expansion Option with respect to and leases less than all of the Expansion Space, the Expansion Option shall remain effective with respect to the remainder of the Expansion Space is offered to Tenant, (ii) One Hundred Percent (100%) of the fair market concessions in effect at the time the Expansion Space becomes available, including, without limitation, fair market buildout allowance and a reasonable buildout time of not less than ninety (90) days, in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 square feet following the date such space is delivered to Tenant, and (iii) for a term co-terminus with the Term for the remainder of the Demised Premises (Expansion Option Period, subject to extension along with the Term for terms of this Article 43. Notwithstanding anything in this Lease to the original Demised Premises contrary, in the event that Tenant properly exercises leases the entire Building, the Premises shall be deemed to consist of three hundred five thousand twenty-six (305,026) rentable square feet, subject to adjustment in accordance with Section 7.1. 43.6. Notwithstanding anything in this Article 43 to the contrary, Tenant shall not exercise the Expansion Option during such period of time that Tenant is in default under any Renewal Options)provision of this Lease. Landlord shall send written notice to Tenant (the “Expansion Notice”) before the last day of the fifty-first (51st) month of the Lease Term (but not before the forty-fourth (44th) month of the Lease term) setting forth (a) a description Any attempted exercise of the Expansion Space being offered, including a diagram thereof; (b) the date the Expansion Space is available for lease by Tenant (which must be between the dates set forth in the first sentence of this Section) (the “Availability Date”); and (c) Landlord’s good faith determination of the Base Annual Rent, Additional Rent and other market concessions, all calculated on a per square foot of Rentable Area basis. Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the entire Expansion Space (which Expansion Space shall not be less than 10,000 square feet of Rentable Area), time being of the essence. If Tenant fails to accept Landlord’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space except as set forth in Section 22 hereof. In the event Tenant accepts Landlord’s offer for the entire Expansion Space within the time specified, Tenant agrees to accept the Expansion Space in its “as is” condition at the time it is delivered to Tenant, but with Landlord’s Delivery Work done provided that the Expansion Space is delivered with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E with respect to the Expansion Space. If Tenant accepts Landlord’s offer for the expansion space, but disputes the amount of Base Annual Rent and other concession offered by Landlord, Landlord and Tenant shall negotiate in good faith to determine such amounts for Option during a period of thirty (30) days, and if they are unable to agree, then the Base Annual Rent and market concessions for the Expansion Space time in which Tenant is so in default shall be determined in using the procedure set forth in Article 19 for determination void and of the Prevailing Market Rateno effect. Once In addition, if Tenant has accepted the Expansion Space, then the Tenant shall execute an amendment to Defaulted under this Lease evidencing two (2) or more times during the terms and conditions for the leasing of the Expansion Space. Landlord makes no representation that any carpeting or special improvements present in the additional space twelve (12)-month period immediately prior to the time date that Tenant exercises the previous occupant vacates the space will remain for Tenant’s use. This Expansion Option is contingent on Option, whether or not Tenant not having been in default (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time of Landlord’s offer, at the time of Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commenceshas cured such Defaults.

Expansion Option. 21.1 Provided The Lease is hereby modified so that Tenant has not sublet more than one (1) full floor of the Demised Premises; then, between (and including) the sixty-third (63rd) and seventh-fifth (75th) months of ---------------- language set forth below shall be added to the Lease Term, as Article 64 thereof. Option Space ------------ A.1. Named Tenant shall have the one time right option to lease between 10,000 square feet add to the Demised Premises the balance of Rentable Area and a full the entire rentable area of the twenty-sixth (26th) floor in of the Building (the “Expansion Space”) which shall be offered in writing is not leased to Tenant by Landlord. The exact size, location, and configuration as of the Expansion Space shall be as reasonably determined by Landlorddate of this Agreement, at the terms set forth below, provided that on each of the Expansion Space shall be contiguous to respective Option Notice Dates (as defined below) and on each of the Demised Premises. The Expansion Space shall be offered to Tenant in writing at respective Effective Dates (as defined below) (i) One Hundred Percent (100%) of the Prevailing Market Rate for Base Annual Rent and Additional Rent in effect at the time the Expansion Space is offered to Tenantthis Lease shall not have been previously terminated, (ii) One Hundred Percent (100%) no default shall have occurred and be continuing after notice in accordance with the terms of the fair market concessions Lease and this Agreement (in effect at which event Tenant's rights under this Article shall not be extinguished but, rather, suspended through the time earlier of (a) the Expansion Space becomes availablecure by Tenant and (b) the expiration of the applicable cure period, includingprovided, without limitationhowever, fair market buildout allowance and a reasonable buildout time of not less than ninety (90) days, that Tenant's rights shall nevertheless be reinstated in the case event that Tenant cures any such default after the expiration of space less than 15,000 square feet the applicable cure period and One Hundred Twenty (120such cure is accepted by Landlord without termination of this Lease) days in the case of space in excess of 15,000 square feet following the date such space is delivered to Tenant, and (iii) for a term co-terminus with the Term for the remainder Tenant shall occupy at least eighty (80%) percent of the Demised Premises (subject to extension along with the Term as its offices for the original Demised Premises in conduct of its business on each respective Effective Dates: (i) with respect to Rooms 2613-14, which the event Tenant properly exercises any Renewal Options). Landlord shall send written notice to Tenant parties agree consist of approximately 1,098 deemed rentable square feet (the “Expansion Notice”"2613 Option Space") before effective on the last day earlier of the fifty-first (51st) month of the Lease Term (but not before the forty-fourth (44th) month of the Lease term) setting forth (a) a description of the Expansion Space being offeredJuly 1, including a diagram thereof; 2000 or (b) the date which is ten (10) days after Landlord delivers written notice to Tenant that the Expansion 2613 Option Space is available for lease leasing by Tenant (the `2613 Effective Date"); (ii) with respect to Rooms 2609-12, which must be between the dates set forth in the first sentence parties agree consist of this Section) approximately 1,634 deemed rentable square feet (the “Availability Date”); and "2609 Option Space") effective on the earlier of (ca) Landlord’s good faith determination of May 1, 2001 or (b) the Base Annual Rent, Additional Rent and other market concessions, all calculated on a per square foot of Rentable Area basis. Tenant shall have date which is ten (10) business days in after Landlord delivers written notice to Tenant that the 2609 Option Space is available for leasing by Tenant (the "2609 Effective Date"); (iii) with respect to Room 2608, which the parties agree consists of approximately 889 deemed rentable square feet (the "2608 Option Space") effective on the earlier of (a) July 1, 2001 or (b) the date which is ten (10) days after Landlord delivers written notice to accept in writing Landlord’s offer Tenant that the 2608 Option Space is available for leasing by Tenant (the entire Expansion 2608 Effective Date"); (iv) with respect to Room 2615, which the parties agree consists of approximately 1,034 deemed rentable square feet (the "2615 Option Space") effective on the earlier of (a) September 1, 2001 or (b) the date which is ten (10) days after Landlord delivers written notice to Tenant that the 2615 Option Space is available for leasing by Tenant (the "2615 Effective Date); and (v) with respect to Rooms 2631-32, which Expansion the parties agree consist of approximately 1,389 deemed rentable square feet (the "2631 Option Space") effective on the earlier of (a) October 1, 2004 or (b) the date which is ten (10) days after Landlord delivers written notice to Tenant that the 2615 Option Space shall not is available for leasing by Tenant (the "2631 Effective Date), the aforementioned option spaces are hereinafter sometimes collectively referred to as the "26/th/ Floor Option Space". Such respective options may be exercised only by Tenant delivering to Landlord a written notice (the "Option Notice") no less than 10,000 square feet the earlier of Rentable Area(x) two hundred forty (240) days prior to the respective effective dates or (y) ten (10) days after receiving Landlord's notice that the respective option spaces are available for leasing by Tenant (the "Option Notice Date(s), time being of "). In the essence. If event that Tenant fails to accept Landlord’s offer within give any of the time specifiedrespective Option Notices by the Option Notice Date(s), Tenant shall be deemed to have waived its option with respect to that particular portion of the 26/th/ Floor Option Space. Notwithstanding anything contained herein to the contrary, Landlord and Tenant agree that in connection with the 2613 Space Tenant shall deliver to Landlord Tenant's Option Notice with respect to same on or before April 30, 2000. Time is of the essence with respect to the giving of each of the Option Notices. Upon the giving each of the respective Option Notices, the Tenant shall have no further obligation right or option to Tenant with respect to any of such space except as set forth in Section 22 hereof. In lease the event Tenant accepts Landlord’s offer for the entire Expansion 26/th/ Floor Option Space within the time specified, Tenant agrees to accept the Expansion Space in its “as is” condition at the time it is delivered to Tenant, but with Landlord’s Delivery Work done provided that the Expansion Space is delivered with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E with respect pursuant to the Expansion Space. If Tenant accepts Landlord’s offer for the expansion space, but disputes the amount of Base Annual Rent and other concession offered by Landlord, Landlord and Tenant shall negotiate in good faith to determine such amounts for a period of thirty (30) days, and if they are unable to agree, then the Base Annual Rent and market concessions for the Expansion Space shall be determined in using the procedure set forth in Article 19 for determination of the Prevailing Market Rate. Once Tenant has accepted the Expansion Space, then the Tenant shall execute an amendment to this Lease evidencing the terms and conditions for the leasing of the Expansion Space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant’s use. This Expansion Option is contingent on Tenant not having been in default (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time of Landlord’s offer, at the time of Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commencesLease.

Expansion Option. 21.1 Provided that Tenant has not sublet more than one (1a) full Those certain premises being suites 110 (approximately 8,231 rsf) and 112 (approximately 4,824 rsf), in the Building located on the first floor and as shown on Exhibit “H” attached hereto (each an “Expansion Space”) are, as of the Demised Premises; thendate of this Lease, between not leased to another party. If, on or before April 1, 2017 (and including) the sixty-third (63rd) and seventh-fifth (75th) months “Outside Offer Date”), Tenant desires to lease any or all of the Lease TermExpansion Spaces, Tenant shall have the one time right to lease between 10,000 square feet of Rentable Area and a full floor in the Building exclusive option (the “Expansion SpaceOption”) which to expand the size of the Premises to include any or all of the Expansion Space(s) (the “Expansion Option”) by providing written notice to Landlord of such intention (the “Tenant Expansion Notice”). Provided Landlord receives the Tenant Expansion Notice prior to the Outside Offer Date, Tenant’s lease of the subject Expansion Space shall be offered pursuant to the terms of this Lease except that: (i) the financial terms for Tenant’s lease of the subject Expansion Space shall be consistent with the terms of this Lease with respect to Fixed Rent/rsf and scheduled escalations for the Premises as set forth in writing to Tenant by Landlord. The exact size, location, and configuration Section 4 of the Lease; (ii) the commencement date of the lease of the Expansion Space shall be the date that is 150 days following the exercise of the Expansion Option and the term shall be coterminous with the Term set forth in Section 3(a); (iii) the subject Expansion Space shall be leased in its “as reasonably determined by Landlordis”, “where is” condition and Landlord shall have no obligations whatsoever to improve or pay to improve the Expansion Space for Tenant’s use or occupancy, provided that Landlord shall provide Tenant with an additional allowance to improve the subject Expansion Space with such allowance to be equal to $00.32308/rsf for each month of the Expansion Space term (for example, if the Expansion Space term commenced August 1, 2017, for Suite 110, the allowance would equal 129 months x $00.32308 x 8,231 = $343,046.02); (iv) Tenant’s Proportionate Share shall be increased pro rata; (v) the Security Deposit will increase on a pro rata basis determined by Fixed Rent payable before and after the lease of the Expansion Space; and (vi) Fixed Rent, but not Tenant Energy Costs, shall be conditionally abated at the rate equal to $00.17147/rsf for each month of the Expansion Space term (for example, if the Expansion Space term commenced August 1, 2017, for Suite 110, the abatement would equal 129 months x $00.17147 x 8,231 = $182,066.67) to be applied 50% to the first 5 months and 50% during months 13-17 of the Expansion Space term. Any improvements made to the Expansion Space shall be contiguous made by Landlord subject to the Demised Premises. The terms of Section 8, with a management fee payable to $1.02/rsf for the Expansion Space shall be offered to Tenant in writing at improvements plus two percent (i) One Hundred Percent (1002%) of the Prevailing Market Rate net cost increase or decrease resulting from any Change Order. (b) Notwithstanding anything to the contrary contained in this Lease, the term of the Lease for Base Annual Rent and Additional Rent in effect at the time the Expansion Space is offered shall expire on the date set forth in this Lease as the Expiration Date (as the same may be extended pursuant to TenantSection 39 hereof). (c) If (i) Tenant does not notify Landlord prior to the Outside Offer Date that Tenant desires to lease the Expansion Space, (ii) One Hundred Percent (100%) of the fair market concessions in effect at the time this Expansion Option shall terminate and the Expansion Space becomes available, including, without limitation, fair market buildout allowance and a reasonable buildout time of not less than ninety (90) days, shall after such Outside Offer Date be deemed an Un-Leased RFO Space as defined in the case of space less than 15,000 square feet and One Hundred Twenty (120) days in the case of space in excess of 15,000 square feet following the date such space is delivered to Tenant, and (iii) for a term co-terminus with the Term for the remainder of the Demised Premises (subject to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal Options). Landlord shall send written notice to Tenant (the “Expansion Notice”) before the last day of the fifty-first (51st) month Section 41 of the Lease Term (but not before and shall thereafter be subject to the forty-fourth (44th) month of the Lease term) setting forth (a) a description of the Expansion Space being offered, including a diagram thereof; (b) the date the Expansion Space is available for lease by Tenant (which must be between the dates set forth in the first sentence of this Section) (the “Availability Date”); terms and (c) Landlord’s good faith determination of the Base Annual Rent, Additional Rent and other market concessions, all calculated on a per square foot of Rentable Area basis. Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the entire Expansion Space (which Expansion Space shall not be less than 10,000 square feet of Rentable Area), time being of the essence. If Tenant fails to accept Landlord’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space except conditions as set forth in Section 22 hereof. In the event 41. (d) If Tenant accepts Landlord’s offer for the entire Expansion Space within the time specified, Tenant agrees to accept exercises the Expansion Space Option, the space described in its “as is” condition at Tenant’s Expansion Notice will be deemed a part of the time it Premises under this Lease whether or not a lease amendment is delivered to Tenantsigned, but with Landlord’s Delivery Work done provided that the Expansion Space is delivered with the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E with respect to the Expansion Space. If Tenant accepts Landlord’s offer for the expansion space, but disputes the amount upon written request of Base Annual Rent and other concession offered by Landlord, Landlord and Tenant shall negotiate in good faith to determine such amounts for a period of thirty (30) days, and if they are unable to agree, then the Base Annual Rent and market concessions for the Expansion Space shall be determined in using the procedure set forth in Article 19 for determination of the Prevailing Market Rate. Once Tenant has accepted the Expansion Space, then the Tenant shall execute an amendment to this Lease evidencing the incorporating such terms and conditions for the leasing of the Expansion Space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant’s use. This Expansion Option is contingent on Tenant not having been in default within ten (of which Landlord had previously given Tenant notice10) of any of the terms or conditions of this Lease at the time business days of Landlord’s offer, at request. (e) Time is of the time of essence with respect to Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commencesobligations hereunder.

Expansion Option. 21.1 Provided that Tenant has not sublet more than one (1A) full floor Subject to the terms and conditions of the Demised Premises; then, between (and including) the sixty-third (63rd) and seventh-fifth (75th) months of the Lease Termthis Section 3.3, Tenant shall have the one time right to lease between 10,000 add the entirety of the third (3rd) floor of the Office Building (the “Third Floor”), which Landlord and Tenant conclusively agree contains 33,993 square feet of Rentable Floor Area and a full floor in (the Building “Third Floor Option Space”) to the Premises (the “Expansion SpaceOption”) which shall be offered in writing ). If, prior to Tenant by Landlord. The exact size, location, and configuration exercise of the Expansion Option, Tenant has leased any portion of the Third Floor pursuant to the Right of First Offer set forth in Section 3.4, then the Expansion Option shall apply to, and the Third Floor Option Space shall mean, the entirety of the Third Floor other than the portion leased by Tenant pursuant to the Right of First Offer. To exercise the Expansion Option, Tenant must provide written notice of its exercise to Landlord on or before the fourth (4th) anniversary of the Commencement Date. (B) Tenant may not exercise the Expansion Option unless each of the following conditions (the “Expansion Conditions”) is satisfied or waived by Landlord in writing (i) at the time of Tenant’s exercise of its option, there exists no continuing monetary or material non-monetary Event of Default (as hereinafter defined), (ii) at the time the Term commences with respect to the expansion space, there exists no continuing Event of Default pursuant to subsections (f) through (k) of Section 15.1, (iii) at the time of Tenant’s exercise its option, this Lease is in full force and effect, and (iv) at the time of Tenant’s exercise of its option, Tenant has not assigned this Lease or sublet more than twenty five percent (25%) of the Rentable Floor Area of the Premises (except for subleases pursuant to Permitted Transfers under Section 12.2 hereof). If Tenant validly exercises the Expansion Option and each of the Expansion Conditions is satisfied, then promptly after the fifth (5th) anniversary of the Fourth Floor Rent Commencement Date (the “Third Floor Commencement Date”), Landlord and Tenant shall execute and deliver an instrument to confirm Tenant’s exercise of the Expansion Option, but the failure of Tenant or Landlord to execute and deliver such instrument shall not affect the validity of Tenant’s exercise of the Expansion Option. (C) If Tenant validly exercises the Expansion Option, then Landlord shall deliver the Third Floor Option Space to Tenant in its “as-is” condition as of the Third Floor Commencement Date. Effective as of the Third Floor Commencement Date, the Rentable Floor Area of the Premises shall be increased to include the Rentable Floor Area of the Third Floor Option Space, the Annual Fixed Rent shall be increased proportionately to account for the addition of the square footage of the Third Floor Option Space to the Premises (such increase shall be equal to the product of the Rate per Square Foot of Rentable Floor Area applicable to the Premises from time to time, multiplied by the number of square feet of Rentable Floor Area in the Third Floor Option Space), and the Third Floor Option Space shall be added to the Premises on all of the same terms and conditions of this Lease, except that (i) the Term of this Lease with respect to the Third Floor Option Space shall commence on the Third Floor Commencement Date, and (ii) the tenant improvement allowance with respect to the Third Floor shall be equal to the product of Forty One and 90/100 Dollars ($41.90) and the Rentable Floor Area of the Third Floor Option Space. Such tenant improvement allowance shall be applied solely to the hard and soft costs of improvements made to the Third Floor Option Space to ready it for Tenant’s occupancy thereof, and Tenant may not use more than fifteen percent (15%) of such tenant improvement allowance for, in the aggregate, fees for construction management, architectural and engineering services, other consultants providing services directly related to the design or construction of Landlord’s Work, and/or any other Soft Costs (as reasonably determined defined in Exhibit B-1). The disbursement of such tenant improvement allowance will be subject to reasonable terms and conditions required by Landlord. (D) If Tenant validly exercises its Expansion Option and thereafter, provided that the Expansion then occupant of the Third Floor Option Space wrongfully fails to deliver possession of such premises at the time when its tenancy is scheduled to expire, then Landlord shall use reasonable efforts and due diligence to evict such occupant from the Third Floor Option Space and to recover from such occupant any Third Floor Option Space Hold-Over Premium. In such event, the commencement of the term of Tenant’s occupancy and lease of the applicable Third Floor Option Space shall be contiguous deferred until possession of the Third Floor Option Space is delivered to the Demised PremisesTenant. The failure of the then occupant of such premises to so vacate shall not constitute a default or breach by Landlord and shall not give Tenant any right to revoke or cancel its exercise of the Expansion Space Option other than as expressly set forth in this Section 3.3(D), to terminate this Lease or to deduct from, offset against or withhold Annual Fixed Rent or Additional Rent (or any portions thereof); provided, however, that Tenant shall be offered have the right to require Landlord to pay to Tenant in writing at (i) One Hundred Percent one hundred percent (100%) of the Prevailing Market Rate for Base Annual Rent and Additional Rent in effect at the time the Expansion Space is offered to Tenant, net amount (ii) One Hundred Percent (100%) i.e. net of the fair market concessions in effect at the time the Expansion Space becomes availablecosts and expenses, including, without limitationattorneys’ fees, fair market buildout allowance incurred by Landlord in obtaining possession of the Third Floor Option Space and the Third Floor Option Space Hold-Over Premium) of any Third Floor Option Space Hold-Over Premium received by Landlord from such hold-over occupant, when and if Landlord receives any such payment. For the purposes hereof, the term “Third Floor Option Space Hold-Over Premium” shall be defined as the amount (if any) that a reasonable buildout time hold-over occupant of not less than ninety (90) days, any portion of the Third-Floor Option Space is required to pay to Landlord in respect of its hold-over in the case of space less than 15,000 square feet premises (whether characterized as rent, damages, or use and One Hundred Twenty (120occupation) days in the case of space in excess of 15,000 square feet following the date amount of fixed rent and other charges that the tenant under whom such space is delivered occupant claims would have been required to Tenant, and (iii) for a pay to Landlord had the term coof such tenant’s lease been extended throughout the period of such hold-terminus with over at the Term for the remainder of the Demised Premises (subject same rental rate as such tenant was required to extension along with the Term for the original Demised Premises in the event Tenant properly exercises any Renewal Options). Landlord shall send written notice to Tenant (the “Expansion Notice”) before pay during the last day of the fifty-first (51st) month of the Lease Term (but not before the forty-fourth (44th) month of the Lease term) setting forth (a) a description of the Expansion Space being offered, including a diagram thereof; (b) the date the Expansion Space is available for lease by Tenant (which must be between the dates set forth in the first sentence of this Section) (the “Availability Date”); and (c) Landlord’s good faith determination of the Base Annual Rent, Additional Rent and other market concessions, all calculated on a per square foot of Rentable Area basis. Tenant shall have ten (10) business days in which to accept in writing Landlord’s offer for the entire Expansion Space (which Expansion Space shall not be less than 10,000 square feet of Rentable Area), time being of the essence. If Tenant fails to accept Landlord’s offer within the time specified, Landlord shall have no further obligation to Tenant with respect to any of such space except as set forth in Section 22 hereofits tenancy. In the event Tenant accepts Landlord’s offer that such holding over continues for the entire Expansion Space within the time specifiedtwelve (12) months, Tenant agrees shall have the right, at any time thereafter and prior to accept delivery of the Expansion Third Floor Option Space in its “as is” condition at the time it is delivered to Tenant, but with Landlordto rescind Tenant’s Delivery Work done provided that exercise of its Expansion Option, whereupon Tenant’s lease of the Expansion Third Floor Option Space shall be null and void. (E) Time is delivered with of the Systems servicing the premises in good working order and condition, and with all Hazardous Substances removed or encapsulated as described in Exhibit E essence with respect to the Expansion Space. If Tenant accepts Landlord’s offer for the expansion space, but disputes the amount respective rights and obligations of Base Annual Rent and other concession offered by Landlord, Landlord and Tenant shall negotiate in good faith to determine such amounts for a period of thirty (30) days, and if they are unable to agree, then the Base Annual Rent and market concessions for the Expansion Space shall be determined in using the procedure set forth in Article 19 for determination of the Prevailing Market Rate. Once Tenant has accepted the Expansion Space, then the Tenant shall execute an amendment pursuant to this Lease evidencing the terms and conditions for the leasing of the Expansion Space. Landlord makes no representation that any carpeting or special improvements present in the additional space prior to the time the previous occupant vacates the space will remain for Tenant’s use. This Expansion Option is contingent on Tenant not having been in default (of which Landlord had previously given Tenant notice) of any of the terms or conditions of this Lease at the time of Landlord’s offer, at the time of Tenant’s acceptance of Landlord’s offer and thereafter through the date on which the term of the additional space commencesSection 3.3.