Common use of Expansion Option Clause in Contracts

Expansion Option. (a) If during the period commencing on the Commencement Date through to the end of the base Term of this Lease (not including any renewal term) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space (the portion of the Additional Fifth Floor Space subject to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Space, by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, the lease term) as shall be mutually reasonably acceptable to Landlord and Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to the terms of this Lease, other than with respect to rent, lease term and other economic terms). Notwithstanding anything contained in this Section 4.02(a), (I) in the event Tenant declines to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached hereto. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).

Expansion Option. (a) If during the period commencing on the Commencement Date through to the end of the base Term of this Lease (not including any renewal term) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided Section 39.1 Provided that there has been no Event of Default (Default, or an event or condition which, with upon the giving of notice or the passage of time or giving of notice, or both, would constitute an could become and Event of Default) that , has occurred and is continuing under this Lease at such time, Tenant shall have the right to lease the Additional Space shown on Exhibit A at any time of exercise prior to the first anniversary of the optionCommencement Date. If Tenant desires to lease the Additional Space, Tenant shall give notice (the “Tenant Election Notice”) to Landlord. If Tenant shall fail to deliver such Tenant Election Notice prior to the first anniversary of the Commencement Date, then Landlord shall notify have the right to lease all or any portion of such Additional Space to any third party on any terms Landlord shall elect and Tenant that it has received shall have no further right whatsoever to lease all or presented an offer for such space (the any portion of the Additional Fifth Floor Space subject to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this . Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Space. 39.2 If Tenant shall have ten deliver a Tenant Election Notice within the period set forth in Section 39.1, the following shall apply: (10a) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Space, by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be added to and deemed a part of the Premises thirty (30) days after delivery of Tenant’s Election Notice (the “Additional Space Commencement Date”) upon the same terms and conditions of this Lease, as the same may be modified in accordance with the following provisions of this Section 39.2; (b) the Base Rent shall be increased on the Additional Space Commencement Date by an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, the lease term) as which shall be mutually reasonably acceptable to Landlord and Tenant (it being agreed that to calculated by multiplying the extent possible such Subject rentable square footage of the Additional Space shall be on terms and conditions substantially similar to by the terms then-current annual Base Rent per square foot; (c) the term of this Lease, other than with respect to rent, lease term and other economic terms). Notwithstanding anything contained in this Section 4.02(a), (I) in the event Tenant declines to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached hereto. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant shall be coterminous with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of Term under this Lease and shall expire on the same date as the Expiration Date (as it may have been extended) hereunder; (d) the Additional Space shall be delivered in its “as is” condition (i) as a “warm lit shell” with electric service and HVAC stubbed to the Additional Space and (ii) sprinkler heads installed and turned up for Life Safety. Landlord shall have no obligation to perform any other work or make any installation in or to the Additional Space. Landlord shall allow Tenant a construction allowance of [***] ($[***]) Dollars per rentable square foot of the Additional Space, to be paid against third-party invoices for work completed in the Additional Space as certified by Tenant’s architect and accompanied by lien waivers and other reasonable documentation as required by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).for the completed work;

Expansion Option. Subject to Master Lessor’s consent, provided that no default after expiration of the applicable cure period has occurred and no default exists on such notice date as to which Sublessor has delivered notice to Sublessee, Sublessee shall have the option (athe “Expansion Option”) If during to expand the period commencing Subleased Premises under this Sublease to include one of the portions of the second floor of the Premises shown on Exhibit D hereto (the “Expansion Premises”) on the Commencement Date through by providing written notice to Sublessor exercising such option prior to April 30, 2023, which notice to be valid must designate the end applicable portion of the base Term Expansion Premises shown on Exhibit D that Sublessee desires to sublease (the “Applicable Space”). If Sublessee properly exercises the Expansion Option, as of this Lease (not including any renewal term) Landlord shall have received or presented a bona fide offer from or tothe Commencement Date, respectively, a third party (other than (i) Landlord or any of its affiliates or references in this Sublease to the Subleased Premises shall be deemed to include the Applicable Space, (ii) any existing tenant or subtenant in Base Rent under this Sublease shall be increased on a pro rata basis (at the Building with respect to any portion of space located same per square foot rental rate) based on the fifth floor additional rentable square footage of the Building then under lease or sublease to such tenant/subtenantApplicable Space, whether such offer is pursuant to a renewal option as reasonably determined by Sublessor, (iii) Sublessee’s Pro Rata Share as set forth in its lease or sublease, or otherwiseParagraph 4(B) to lease any space above shall be increased based on the fifth floor additional rentable square footage of the Building not under lease to Tenant Applicable Space, (all such space on iv) the fifth floor amount of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space (the portion of the Additional Fifth Floor Space subject to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer Security Deposit required hereunder shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Space, increased by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal to the Market last three (3) months of Base Rent (as defined in Section 4.01(b) hereof). The lease of for the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, the lease term) as shall be mutually reasonably acceptable to Landlord and Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to the terms of this Lease, other than with respect to rent, lease term and other economic terms). Notwithstanding anything contained in this Section 4.02(a), (I) in the event Tenant declines to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Expansion Premises and (IIIv) Tenantthere shall be no additional Allowance. Notwithstanding the foregoing, Sublessee’s right to sublease any Expansion Premises that, taken with the initial Subleased Premises and any other portions of the Premises that are subleased, would cause fifty percent (50%) or more of the Premises to be subleased for more than fifty percent (50%) of the remaining Lease Term shall be conditioned upon Master Lessor’s waiver of its rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as 14.4 of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached heretoMaster Lease. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).

Expansion Option. (a) If during Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Sublessor is not occupying or which Sublessor intends to vacate, and said notice shall specify the period commencing on the Commencement Date through of time that Sublessor intends to the end of the base Term of this Lease (not including any renewal term) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant (all keep such space on vacant (the fifth floor "Vacancy Period"). Following receipt of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space (the a portion of the Additional Fifth Floor Space subject unoccupied Leased Premises, or the space to such offer being referred to herein sometimes be so vacated by Sublessor, as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant case may elect to lease all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Spacebe, by delivering written notice (the "Expansion Notice") to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal Sublessor at least 30 ---------------- days prior to the Market Rent (as defined in Section 4.01(b) hereof). The lease expiration of the Subject Vacancy Period. In the Expansion Notice, Sublessee shall specify which additional portion or portions of the Leased Premises (the "Additional Space Subleased Premises") it desires to occupy as part of ----------------------------- the Subleased Premises. Sublessor shall include, in addition sublease to such Base Rent, such other Sublessee the Additional Subleased Premises upon the terms and conditions (includingof this Sublease, without limitation, the lease term) as and Sublessee shall be mutually reasonably acceptable to Landlord liable for all costs, expenses and Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to the terms obligations of this Lease, other than with respect to rent, lease term and other economic terms). Notwithstanding anything contained in this Section 4.02(a), (I) in the event Tenant declines to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached hereto. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect every kind relating to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts Subleased Premises that Sublessor is required to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however pay to EPL arising out of the Lease and relating to the Additional Subleased Premises on and after the date that Sublessee occupies the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park)Additional Subleased Premises.

Expansion Option. Subject to the rights of the existing tenant thereof and its successors and assigns (aIRI) and to the first refusal rights of a presently existing tenant of the Building and its successors and assigns (Merck), Tenant shall have the option to add to the Demised Premises the entire LE portion of Level 1 of the Building ("LE") in accordance with the provisions of this Section. At such time as Landlord determines that LE will become available to Tenant, (i.e., IRI and Merck did not exercise their options, and in no event prior to eighteen (18) months before LE becomes available for occupancy by Tenant), Landlord shall so notify Tenant (the "Availability Notice), such notice to include the date upon which LE shall become available (the "Availability Date"), Tenant shall thereafter have thirty-five (35) days within which to notify Landlord whether it desires to add LE to the Demised Premises. If during Tenant notifies Landlord within such period that it desires to add LE to the period commencing Demised Premises, LE shall become a part of the Demised Premises on the Commencement Date through Availability Date. The Base Rent per square foot for LE shall be the same as the Base Rent per square foot for the original Demised Premises pursuant to the end this Lease, and Tenant's proportionate share of the base Term of this Lease (not including any renewal term) Landlord Building shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building be appropriately adjusted with respect to any portion of space located its obligations for Additional Rent. LE shall be delivered to Tenant on the fifth floor Availability Date in its then "AS IS" condition, broom clean, vacant and free of tenants, occupants and rights of possession. If Tenant fails to exercise the within option within thirty-five (35) days after its receipt of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the optionAvailability Notice, Landlord shall notify Tenant that it has received or presented an offer be free for such space (a period of one year after the portion of the Additional Fifth Floor Space subject to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Space, by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, the lease term) as shall be mutually reasonably acceptable to Landlord and Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to the terms of this Lease, other than with respect to rent, lease term and other economic terms). Notwithstanding anything contained in this Section 4.02(a), (I) in the event Tenant declines to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted Availability Date to enter into a lease agreement covering such Subject Additional Space with of LE to any entity (on any terms)third party or to occupy LE itself for its own business purposes. If Landlord has not leased or occupied LE within that period, without any obligations its shall be obligated to reoffer LE to Tenant under with another Availability Notice in accordance with the procedure described above. In no event shall this Section 4.02(a) with respect option extend to such Subject Additional Space, so long as such lease is entered into during less than the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again entire LE. If LE becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion part of the Demised Premises Premises, Tenant's renewal options under Article 41 shall apply to the expanded Demised Premises, and (III) Tenant’s rights under the parties shall enter into an appropriate Amendment to this Section 4.02(a) with respect Lease to any space shall be subject and subordinate to any reflect the expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached heretoDemised Premises. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).

Expansion Option. (a) If during Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Sublessor is not occupying or which Sublessor intends to vacate, and said notice shall specify the period commencing on the Commencement Date through of time that Sublessor intends to the end of the base Term of this Lease (not including any renewal term) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant (all keep such space on vacant (the fifth floor "Vacancy Period"). Following receipt of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space (the a portion of the Additional Fifth Floor Space subject unoccupied Leased Premises, or the space to such offer being referred to herein sometimes be so vacated by Sublessor, as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant case may elect to lease all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Spacebe, by delivering written notice (the "Expansion Notice") to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal Sublessor at least 30 ---------------- days prior to the Market Rent (as defined in Section 4.01(b) hereof). The lease expiration of the Subject Vacancy Period. In the Expansion Notice, Sublessee shall specify which additional portion or portions of the Leased Premises (the "Additional Space Subleased Premises") it desires to occupy as part of ----------------------------- the Subleased Premises. Sublessor shall include, in addition sublease to such Base Rent, such other Sublessee the Additional Subleased Premises upon the terms and conditions (includingof this Sublease, without limitation, the lease term) as and Sublessee shall be mutually reasonably acceptable to Landlord liable for all costs, expenses and Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to the terms obligations of this Lease, other than with respect to rent, lease term and other economic terms). Notwithstanding anything contained in this Section 4.02(a), (I) in the event Tenant declines to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached hereto. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect every kind relating to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts Subleased Premises that Sublessor is required to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however pay to Comerica arising out of the Lease and relating to the Additional Subleased Premises on and after the date that Sublessee occupies the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park)Additional Subleased Premises.

Expansion Option. (a) If during the period commencing on Sublessee shall be permitted to accelerate the Commencement Date through as to each Phase of the Subleased Premises at the then current Base Rent under this Sublease in affect at such time, provided that such Phase is not being occupied, subleased, licensed or otherwise used by Sublessor in accordance with this Sublease and Sublessor has no intention to use, license or sublease such Phase prior to the end of scheduled Commencement Date for such Phase set forth in Paragraph 3.A above. If a Commencement Date as to a Phase is accelerated in accordance with the base Term foregoing, Sublessor shall be permitted to require Sublessee to enter into an amendment of this Lease (not including any renewal term) Landlord shall have received Sublease to amend the Base Rent schedule in Paragraph 4.A and other applicable provisions of this Sublease herein to reflect such acceleration. If, during the Term, Sublessor elects to sublease to an unaffiliated third-party all or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building then under lease Phase III Premises or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant Phase IV Premises (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor ROFR Space”), and provided that there has been no Event Sublessee shall have the right of Default (or event or condition which, with first refusal to accelerate the passage Commencement Date of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space (the portion of the Additional Fifth Floor Space subject this Sublease as to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that ROFR Space in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Space, by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, the lease term) as shall be mutually reasonably acceptable to Landlord and Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to accordance with the terms of this Lease, other than Paragraph. On a receipt of any bona fide third party offer with respect to rentthe ROFR Space that Sublessor intends to accept (the “Third Party Offer”), lease term and other economic termsSublessor shall deliver to Sublessee notice that Sublessor intends to accept such offer (the “Offer Notice”). Notwithstanding anything contained in this Section 4.02(a), Sublessee shall have seven (I7) business days after Sublessor’s delivery of the Offer Notice to deliver written notice to Sublessor of Sublessee’s election to accelerate the Commencement Date as to such ROFR Space identified in the event Tenant declines Offer Notice to exercise its option the commencement date specified in the Third Party Offer. Failure by Sublessee to timely deliver a notice to Sublessor shall constitute a refusal. Upon such refusal, Sublessee shall be free to sublease the ROFR Space described in this Section 4.02(a) with respect the Third Party Offer to the party making the Third Party Offer or any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (other party on any terms), without any obligations to Tenant under this Section 4.02(a) terms and conditions that Sublessor elects and thereafter Sublessee shall have no further right of first refusal with respect to such Subject Additional ROFR Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached hereto. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any however, such notice to Tenant refusal shall not constitute a breach of this Lease by Landlord or subject Landlord affect Sublessee’s right and obligation to any liability (and nothing in this Section 4.02(b) shall be construed add the ROFR Space to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park)the Subleased Premises on the applicable Commencement Date for such Phase.

Expansion Option. Within the first twelve (a12) If during the period commencing on months following the Commencement Date through Date, provided Tenant is not then in default if its monetary or nonmonetary, material obligations under this Lease, Tenant shall have the prior right of refusal to the end lease up to approximately 60,000 square feet or more, if available, within Gold Pointe Corporate Center Buildings D or E. Upon notification by Landlord in writing of the base Term of this Lease (not including any renewal term) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion availability of space located and the terms and conditions on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer which Landlord is pursuant to a renewal option set forth in its lease or sublease, or otherwise) willing to lease any space on the fifth floor of the Building not under lease to Tenant (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space (the portion of the Additional Fifth Floor Space subject to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Space. Tenant, Tenant shall have ten (10) business days from receipt to notify Landlord in writing of LandlordTenant’s notice desire to exercise its option Tenant’s prior right of refusal on the terms and conditions offered (the terms offered by Landlord must be at least as favorable to Tenant as (i) those terms offered by Landlord to the market in general, and (ii) those terms offered by bona fide third parties that Landlord wishes to accept). In the event Tenant fails to give Landlord notice of Tenant’s election to lease such Subject Additional Spaceadditional space within such time period, by written notice to LandlordTenant shall have no further right, title or interest in such additional space and this prior right of refusal shall terminate. The parties agree that If, on the Base Rent for other hand, Tenant exercises its prior right of refusal in the Subject Additional Space manner prescribed, Tenant and Landlord shall be an amount equal to consummate a lease respecting such space without delay in accordance with the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, the lease term) as set forth in Landlord’s notice. Such additional space shall be mutually reasonably acceptable leased to Tenant on an “as is” basis and Landlord and shall have no obligation to improve such additional space or grant Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to the terms of this Lease, other than with respect to rent, lease term and other economic terms)any improvement allowance thereon. Notwithstanding anything contained in this Section 4.02(a)to the contrary herein contained, Tenant’s right to the expansion premises shall be conditioned upon the following: (Ii) in at the event time Tenant declines agrees to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Space accept the expansion premises and at the time of the commencement of the term for the expansion premises. Tenant (or an affiliate of Tenant) shall be in possession of and occupying the primary premises for the conduct of its business therein and the same shall not be occupied by any assignee, subtenant or licensee and, provided further, that the option for additional space shall be applicable hereunder only if the expansion premises will actually be occupied by Tenant exercises such option but (or an affiliate of Tenant) and (ii) the parties are otherwise unableagreement of acceptance shall constitute a representation by Tenant to Landlord, after acting reasonably effective as of the date of the agreement of acceptance and in good faith, to mutually agree on as of the terms date of commencement of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (for the date expansion premises, that Tenant declines does not intend to exercise such option assign the lease for the expansion premises, in whole or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) in part or sublet all or any portion of the Demised Premises and (III) Premises, the election to expand being for the purpose of utilizing the expansion premises for Tenant’s rights under this Section 4.02(apurposes in the conduct of Tenant’s business (or the business of an affiliate of Tenant) with respect therein. Tenant’s options to any space renew and contract shall be subject continue in full force and subordinate effect notwithstanding Tenant’s failure to any expansion rights, existing as exercise is prior right of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached heretorefusal. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).

Expansion Option. (a) If during the period commencing on the Commencement Date through to the end of the base Term of this Lease (not including any renewal term) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant Provided Tenant is neither in the Building with respect to any portion of space located on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no an Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise nor has Tenant ever incurred an Event of Default (irrespective of the optionfact that Tenant cured such Event of Default) of any monetary obligations under the Lease, Landlord shall notify Tenant with regard to that it has received or presented an offer for such certain 3,162 rentable square foot space (the portion of the Additional Fifth Floor Space subject to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or commonly known as Suite 120 (“Expansion Space”) as shown on Exhibit “G”, attached hereto and incorporated herein, if and when a potential tenant becomes interested in another building in ▇▇▇▇▇▇▇ Corporate Parkthe Expansion Space. Landlord shall have an affirmative obligation to first offer to Tenant the lease of the Expansion Space on the terms set forth below. (b) In the event that Landlord is required to offer such Expansion Space to Tenant pursuant to this Section, then such additional space in such offer Landlord shall provide notice to Tenant on the Expansion Terms (as hereinafter defined). In any event, the Expansion Space shall be included in the definition of “Subject Additional Space” for purposes of leased by Tenant pursuant to this Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Spacefor a term which would be coterminous with the Term of the initial Premises. Tenant shall have ten (10) business days from receipt of following Landlord’s delivery of such notice within which to exercise its option accept such terms in writing to Landlord, time being of the essence. (c) For purposes hereof, the “Expansion Terms” shall be defined as: if the Expansion Space is leased to Tenant pursuant to this Section the Expansion Terms shall be as follows: (A) the Fixed Rent for the Expansion Space shall be the same Fixed Rent as then is applicable for the initial Premises on a per square foot basis and shall escalate at the same rate and timing as set forth in Section 1 hereof; (B) Tenant shall be entitled to a free Fixed Rent period calculated as follows: a fraction which shall be the total number of months of the Abatement Period divided by the total Term of the initial Premises (excluding any extension or renewal term) the product of which shall be multiplied by the total number of months of the Term of the Lease of the Expansion Space and (C) Landlord shall provide to Tenant an improvement allowance for the Expansion Space equal to the amount on a per rentable square foot as the initial Premises (excluding, however, those costs for the initial Premises related to the above ceiling improvements) (“Improvement Allowance”), which share of the Improvement Allowance shall be calculated as follows: a fraction, which shall be the remaining Term for the initial Premises divided by 138, the product of which shall be multiplied by the Improvement Allowance and which will be referred to as the "Expansion Space Improvement Allowance." The improvement allowance shall be used by Tenant to complete physical improvements to the Expansion Space as mutually agreed to by Landlord and Tenant and which allowance shall be fully utilized or forfeited by Tenant on the date that is twelve (12) months following the delivery of possession of the Expansion Space to Tenant. (d) Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of an amendment to the Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered with the improvements that are mutually agreed to by Landlord and Tenant performed by Landlord and Rent shall commence upon such delivery of the additional space to Tenant. If Tenant shall not accept Landlord’s terms within such ten (10) business day period, or if the parties shall not have executed and delivered a mutually satisfactory lease amendment within thirty (30) days next following Landlord’s original notice under this Section, then Tenant’s rights to lease such Subject Additional Spacespace shall lapse and terminate, by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The and Landlord may, at its discretion, lease of the Subject Additional Space shall include, in addition to such Base Rent, space on such other terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. (including, without limitation, the lease terme) as shall be mutually reasonably acceptable to Landlord and Tenant (it being agreed that to the extent possible such Subject Additional Space shall be on terms and conditions substantially similar to the terms of this Lease, other than with respect to rent, lease term and other economic terms). Notwithstanding anything Nothing contained in this Section 4.02(a)is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of the Expansion Space within the Building at any time. Tenant’s rights hereunder shall continue throughout the Term hereof (or any extension of the Term) until the final three (3) years of the Term, provided that Tenant first-above named (Ior its successors by merger or consolidation) shall remain in occupancy of not less than one hundred percent (100%) of the Premises originally demised hereunder. In the event that Tenant declines to should not exercise its option described in under this Section 4.02(a) with respect 31 and Landlord leases it to any particular Subject Additional another tenant, then Tenant shall have a right of first offer if and when the Expansion Space becomes available during the Term (or if Tenant exercises such option but any extension of the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree Term) on the terms set forth above. (f) Notwithstanding anything to the contrary, the terms and conditions of this Section and, after the initial leasing of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines Expansion Space to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Spaceany tenant(s), then Tenant's expansion right shall not apply to (i) any space that is subject to any renewal, expansion, or other option heretofore or hereafter given or granted to any existing occupant of the Building, (ii) any space where Landlord shall be has permitted any then-existing tenant to enter into renew or extend its lease (either by the execution of a new lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations or by an amendment to Tenant under this Section 4.02(aits existing lease) with respect to such Subject Additional Spacespace, so long as whether or not such lease is entered into during contains an option to do so or (iii) any space recaptured by Landlord from a tenant as a result of Landlord exercising its right to do so upon receiving a request to sublease from such tenant. (g) Landlord shall not be liable for any failure of a prior tenant to vacate such space upon the six (6) month period after expiration of its lease term, and in the Market Cut-Off Date (it being understood that if event of any such holding over, the obligations of Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) Tenant under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject suspended during the period of holding over and subordinate to any expansion rights, existing as until Landlord can deliver possession of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached hereto. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Tenant. Landlord will shall use good faith reasonable efforts to provide Tenant with notice recover possession as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; providedsoon as possible and upon such recovery, however that the failure of Landlord shall deliver possession thereof to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park)Tenant.

Expansion Option. (a) If during the period commencing on the Commencement Date through Subject to the end of the base Term further provisions of this Lease Paragraph 4, Tenant has a one-time option (not including any renewal term) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise“Expansion Option”) to lease any space on the fifth floor of the Building not under lease require Landlord to Tenant (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”)undertake and complete Landlord’s Cell Three Work, and provided that there has been no Event of Default (or event or condition which, with to lease the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at Cell Three Premises from Landlord under the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space (the portion of the Additional Fifth Floor Space subject to such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes terms of this Section 4.02(a)) Paragraph 4, and that Tenant may elect to lease on all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Space, by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions contained in this Lease. Provided that Tenant is not in default beyond any applicable notice or cure period as of the time Tenant gives notice to Landlord or at any time during the construction of the Cell Three Premises, Tenant may exercise the Expansion Option, by giving written notice to Landlord (“Tenant’s Expansion Notice”) on or before the first anniversary of the Cell Two Commencement Date (“Expansion Deadline Date”). Following receipt of Tenant’s Expansion Notice, Landlord and Tenant will follow the same approval procedures for the plan approval and construction of the Cell Three Premises as described in Paragraph 3 regarding the Cell One Premises and the Cell Two Premises, except that the “Cell Three Target Date” shall be the date that is one hundred thirty (130) days from and after the approval or deemed approval of the Cell Three Plans. The Landlord’s Cell Three Work and the Cell Three Plans (which shall be prepared by Landlord at its expense) shall be consistent with the following elements (collectively, the “Baseline Elements for Cell Three”): (i) the Cell Three Premises shall be built using the same general warehouse specifications as the Cell One Premises and the Cell Two Premises, (ii) the Cell Three Premises shall have the same bay sizes and the same general warehouse improvement finishes as the Cell One Premises and the Cell Two Premises including, without limitation, metal halide lighting, sixty battery charging stations, six air changes per hour and dock packages similar to the lease termPremises on all doors to be utilized by Tenant in the Cell Three Premises in the same proportion of doors to be used by Tenant in the Cell Two Premises as described on Exhibit B, (iii) as an additional guardhouse will be located at the northerly end of the Cell Three Premises, (iv) the existing auto parking area at the south end of the Cell One Premises will be modified to conform to the general configuration shown on EXHIBIT A-1, and (v) there shall be mutually reasonably acceptable to no more than 2000 square feet of office and no additional load bearing roof requirements. Landlord and Tenant (it being agreed acknowledge that the work described in the Baseline Elements for Cell Three do not constitute final construction drawings or a complete description of the work to be performed by Landlord, but rather, that Landlord will prepare the Cell Three Plans based generally upon such work described in the Baseline Elements for Cell Three and that such plans will be revised as part of the plan approval process described above to provide additional details and refinement as to the extent possible such Subject Additional Space scope of work to be performed by Landlord. To this end, Landlord agrees to prepare the Cell Three Plans so as to include a scope of work including all of the items shown in the Baseline Elements for Cell Three and otherwise generally comparable to the scope of work contained in Landlord’s Cell One Work and Landlord’s Cell Two Work, and customarily performed by developers of comparable industrial facilities in the greater Memphis marketplace, but in no event shall Landlord’s scope of work include additional items relating to Tenant’s specific use or desire other than as shown on Exhibit B or as otherwise may be undertaken in a Change Proposal. Regarding the Cell Three Premises, Tenant will accrue one day free rent for each day the Landlord is late in meeting the Cell Three Target Date, Plan Submittal Date (which, in the case of the Cell Three Premises, shall be on terms ten (10) days after Landlord’s timely receipt of Tenant’s Expansion Notice) or a Revised Plan Date, as such dates may be adjusted due to Force Majeure and conditions substantially similar subject further to the “make-up” provisions of Paragraph 3(e) above. The Cell Three Commencement Date shall be subject to advancement due to Tenant Delays in accordance with the terms of paragraph 3(c) above. In the event Tenant fails to provide the Tenant’s Expansion Notice on or before the Expansion Deadline Date, then this LeaseExpansion Option shall terminate and Tenant shall have no further right or option to expand the Premises or to require the Landlord to construct the Landlord’s Cell Three Work. The Expansion Option shall terminate in the event that (y) the named Tenant enters into an Assignment (as defined in Paragraph 17) of the Lease which, other than with respect to rentunder Paragraph 17, lease term and other economic terms). Notwithstanding anything contained in this Section 4.02(a)requires Landlord’s consent, or (Iz) in the event Tenant declines to exercise its option described subleases more than twenty five (25%) percent of the combined area in this Section 4.02(a) with respect the Cell One Premises and the Cell Two Premises to any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unableentity which, after acting reasonably and in good faithunder Paragraph 17, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and requires Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached heretoconsent. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).

Expansion Option. (a) If during Subject to Rights of Existing Tenants in and to the period commencing Available Area (hereinafter defined) and the terms and conditions of this Section 3, Tenant is hereby granted the one-time option (the “Expansion Option”) to expand the Premises to include between 2,500 and 5,000 square feet of the Rentable Area on the Commencement Date through to the end of the base Term of this Lease third (not including any renewal term3rd) Landlord shall have received or presented a bona fide offer from or to, respectively, a third party (other than (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building (the exact size, location, and configuration of which shall be reasonably designated by Landlord) (the “Expansion Space”) which is vacant and available for lease as of the first day of the fifth (5th) Lease Year E–4 (the “Available Area”). Tenant acknowledges and agrees that if, as of the first day of the fifth (5th) Lease Year, there does not or will not exist Expansion Space within the Available Area, then under lease Tenant’s Expansion Option shall be null and void. Without limiting the foregoing, in no event shall Landlord be required to relocate common areas or sublease facilities to such tenant/subtenantcreate Available Area or to demise Available Area to create the Expansion Space if Landlord determines, in Landlord’s sole but reasonable judgment, that the remaining Available Area (the “Non-Leased Space”) will be unsuitable, undesirable or inconsistent with Landlord’s leasing efforts in the Building (whether such offer is pursuant by reason of its remaining size, configuration, access to a renewal option set forth in its lease Building amenities or subleasesystems, or otherwise). (b) Tenant may only exercise the Expansion Option by delivering written notice (the “Expansion Notice”) to lease any space on Landlord no earlier than the first day of the fourth (4th) Lease Year and no later than the date which is six (6) full months prior to the commencement of the fifth floor (5th) Lease Year (the “Expansion Notice Deadline”). Following receipt of the Building not under Expansion Notice, Landlord shall designate the location of the Expansion Space to be subject to lease by Tenant hereunder by written notice to Tenant (all such space on or, if Landlord concludes that no Expansion Space will be available for lease within the Available Area as of the first day of the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default5th) that has occurred and is continuing at the time of exercise of the optionLease Year, Landlord shall notify Tenant as such by written notice, whereupon Tenant’s exercise of the Expansion Option shall be deemed null and void. Tenant shall not be permitted to exercise the Expansion Option if (i) as of the date of Tenant’s Expansion Notice, any Default exists or Landlord has provided written notice to Tenant regarding any non-payment of money required to be paid by Tenant hereunder which, if not paid by Tenant within the applicable cure period, will constitute a Default under the Lease; or (ii) Tenant has assigned its interest in the Lease or sublet more than thirty-five percent (35%) of the Rentable Area of the Premises (other than an Affiliate Transferee). (c) Once designated by Landlord, the exact size and location of the Expansion Space shall be subject to further adjustment by Landlord as necessary to accommodate applicable laws and to preserve the marketability of the Non-Leased Space, it being the intent of the parties that it has received the Expansion Space and the Non-Leased Space shall be demised in compliance with applicable laws and be marketable to prospective third party tenants. In addition, if all or presented an offer for such space (the any portion of the Additional Fifth Floor Expansion Space subject is not separately demised, Landlord shall construct demising wall(s) to such offer being referred separately demise the Expansion Space and shall perform all other work necessary to herein sometimes as separately demise the Expansion Space in accordance with all applicable laws and in accordance with Building standards. Such demising work (the “Subject Additional SpaceDemising Work”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer ) shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) performed at Tenant’s sole cost and that Tenant expense and may elect to lease all (but not less than all) such Subject Additional Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice to exercise its option to lease such Subject Additional Space, by written notice to Landlord. The parties agree that the Base Rent for the Subject Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions (including, without limitation, all work necessary to provide direct access from the lease termExpansion Space and the Non-Leased Space to the common areas on the floor of the Building (including the elevator lobby and restrooms). Tenant shall reimburse Landlord, within thirty (30) days following Landlord’s demand, for all costs and expenses incurred by Landlord in connection with the design and construction of the Demising Work. (d) Time is of the essence with respect to Tenant’s delivery of the Expansion Notice. The Expansion Notice shall constitute Tenant’s irrevocable election to expand the Premises to include the applicable Expansion Space, subject to Landlord’s determination that Expansion Space is available hereunder as described above. In the event that Tenant fails to deliver the Expansion Notice prior to the Expansion Notice Deadline, or otherwise fails to comply with any other condition to the exercise of the Expansion Option, the Expansion Option shall terminate and be null, void and of no further force or effect. E–5 (e) If Tenant delivers an Expansion Notice within the time and in the manner provided in this Section 3, then the following terms shall apply to the leasing of the Expansion Space: (i) Landlord shall deliver the Expansion Space to Tenant on the date (the “Expansion Date”) which is no later than thirty (30) days following the first day of the fifth (5th) Lease Year; provided, however, notwithstanding anything to the contrary contained in this Lease, if, for any reason, Landlord is unable to deliver possession of the Expansion Space to Tenant on or before the foregoing date, Landlord shall not be liable for any damage caused thereby, nor shall this Lease be void or voidable, but, rather, the Expansion Date shall be the date on which Landlord actually delivers possession of the Expansion Space to Tenant. (ii) as shall be mutually reasonably acceptable to Landlord and Tenant (it being agreed that to of the extent possible such Subject Additional Expansion Date, the Expansion Space shall be on terms added to, and conditions substantially similar to become a part of, the terms Premises, and, except as otherwise set forth in this Section 3, Tenant’s lease thereof shall be governed by all of the provisions of this Lease, other than with respect which shall continue in full force and effect and be applicable to rentthe Expansion Space; (iii) as of the Expansion Date, lease term the Rentable Area of the Premises shall be increased by the Rentable Area of the Expansion Space, and other Tenant’s Pro Rata Share shall be increased accordingly; (iv) Landlord shall provide to Tenant such economic terms). Notwithstanding anything contained concessions (such as rental abatements and an improvement allowance) as Landlord determines to be included within the Fair Market Rental Rate; (v) the Base Rental payable by Tenant for the Expansion Space shall be the Fair Market Rental Rate (fully taking into account the economic concessions that Landlord will, or will not, provide to Tenant hereunder, including any period during which Tenant is entitled to occupancy but not required to pay Rent set forth in this Section 4.02(asubsection (vi), below), determined in accordance with the same procedures set forth in Section 1, above; and (Ivi) in Tenant shall commence paying all Base Rental and Tenant’s Pass-Through Expenses for the event Tenant declines to exercise its option described in this Section 4.02(a) with respect to any particular Subject Additional Expansion Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within date which is one hundred twenty (20120) days after following the Expansion Date. (f) Upon Tenant’s exercise of its Expansion Option, each party shall execute and deliver to the other party a mutually-acceptable amendment modifying the Lease, which amendment to this Lease shall evidence the leasing of the Expansion Space by Tenant on the terms and conditions of this Section 3; provided, however, that failure to execute such optionan amendment shall not affect the parties’ rights and obligations hereunder. (g) The Expansion Option shall automatically expire and be deemed of no further force and effect in the event that Tenant exercises its Preferential Right or Early Termination Option. For the avoidance of doubt, if Tenant exercises the Early Termination Option (hereinafter defined), Tenant shall have no right to exercise the Expansion Option. (h) The term “Expansion Space Lease Costs,” as such term is used in Section 4, below, shall mean the sum of: (A) all attorneys’ fees and brokerage commissions incurred by Landlord in connection with the leasing of the Expansion Space by Tenant; (B) the aggregate value of all amounts abated by Landlord in connection with the Expansion Space; and (C) all of Landlord’s hard and soft costs in connection with the design and construction of the Tenant Improvements applicable to the Expansion Space. The amortization of the Expansion Space Lease Costs shall be effected as though the total of such costs was the principal amount of a promissory note, bearing interest at the rate of eight percent (8%) per annum, where the principal shall be repaid in equal monthly installments of principal and interest commencing on the date Tenant declines to exercise such option or immediately following the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord shall be permitted to enter into a lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations all abatements provided to Tenant under this Section 4.02(a) in connection with respect to such Subject Additional the Expansion Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space expiring on the terms set forth herein)initially scheduled Expiration Date, (II) Tenant shall not have any rights under this Section 4.02(a) so long in such amount as Tenant is subleasing (and/or having available for sublease) any portion of to cause the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect principal balance to any space shall be subject and subordinate reduced to any expansion rights, existing zero as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached heretoExpiration Date. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).

Expansion Option. (a) Commencing as of November 1, 2005, the Premises shall be expanded to include an additional 51,600 rentable square feet contiguous to the existing Premises (the "Expansion Space"), as shown on the site plan attached hereto as EXHIBIT B-3. Thereafter, the Expansion Space shall be deemed a part of the Premises for all purposes hereunder. If Tenant occupies all or any portion of the Expansion Space prior to November 1, 2005, then notwithstanding anything to the contrary set forth herein, Tenant's lease of the Expansion Space shall be deemed to occur as of such occupancy, including, without limitation, Tenant's obligation to pay Base Rent and Additional Rent with respect to the Expansion Space. (b) In addition, commencing as of the Date of Lease and continuing through and including the last day of the sixth (6th) month following the Commencement Date, and provided that no default has occurred and is then continuing, Landlord hereby grants to Tenant a right of first refusal (the "Right of First Refusal") to expand the Premises to include any space in the Building that is adjacent to the Premises (the "Refusal Space"), subject to the following terms and conditions: (i) Subject to the other terms of this Right of First Refusal, after any part of the Refusal Space has or will become "Available Refusal Space" (as defined herein) for leasing by Landlord, Landlord shall not, during the period commencing on the Commencement Date through term of this Lease, lease to the end another tenant that available portion of the base Term of this Lease Refusal Space without first offering Tenant the right to lease such Refusal Space. (not including any renewal termii) Space shall be deemed to become "Available Refusal Space" in the event Landlord shall have received or presented either (A) receives a bona fide offer proposal for the lease of some or all of the Refusal Space from or to, respectively, a third party that Landlord desires to secure, or (other B) makes a bona fide proposal for the lease of some or all of the Refusal Space to a third party that Landlord desires to secure and that such third party is willing to accept. (iii) Consistent with subsection (i) above, Landlord shall not lease any Available Refusal Space unless and until Landlord has first offered the Available Refusal Space to Tenant in writing (the "Offer"). The Offer shall contain the following terms that have been offered by Landlord to the third party, or by the third party to Landlord and such terms are acceptable to Landlord: (A) a description of the Available Refusal Space, (B) the date on which Landlord expects the Available Refusal Space to be leased, (C) the Base Rent for the Available Refusal Space, (D) the term for the lease of the Available Refusal Space, and (E) the tenant improvement allowance, if any, being provided by Landlord with respect to the Available Refusal Space. (iv) Upon receipt of the Offer, Tenant shall have the right, for a period of five (5) business days after receipt of the Offer, to exercise the Right of First Refusal by giving Landlord written notice that Tenant desires to lease the Available Refusal Space upon the terms (A) notwithstanding the term for the lease of the Available Refusal Space set forth in the Offer, the term of Tenant's lease of the Available Refusal Space shall be coterminous with the Lease Term then in effect hereunder, and (B) if the Lease Term then in effect hereunder is less than the term for the lease of the Available Refusal Space set forth in the Offer, the base rent and the tenant improvement allowance, if any, set forth in the Offer shall be prorated accordingly. (v) If, within such five (5) business day period, Tenant exercises the Right of First Refusal, then Landlord and Tenant shall amend the Lease to include the Refusal Space subject to the same terms and conditions as the Lease, as modified in accordance with this subsection (b). In addition, such amendment will reflect the increase in Tenant's Proportionate Share. If, within such five (5) business day period, Tenant declines or fails to exercise the Right of First Refusal, Landlord shall then have the right to lease the Available Refusal Space as long as Landlord enters into a lease with a third party under the basic terms and conditions contained in the Offer. If Landlord does not enter into a lease with a third party under the terms and conditions contained in the Offer within one hundred eighty (180) days after Tenant declines or fails to exercise the Offer, or if Landlord desires to materially alter or modify the terms and conditions of the Offer, Landlord shall be required to present the altered or modified Offer to Tenant pursuant to this Right of First Refusal, in the same manner that the original Offer was submitted to Tenant. (vi) This Right of First Refusal is personal to Tractor Supply Company and shall automatically terminate and be of no further force and effect if Tractor Supply Company assigns or sublets all or any portion of its interest in the Lease. (c) Without limiting anything set forth in subsections (a) or (b) above, commencing as of the first day of the seventh (7th) month following the Commencement Date, and provided that no default has occurred and is then continuing hereunder, Landlord hereby grants to Tenant a right of first offer (the "Right of First Offer") to expand the Premises to include any space in the Building that is adjacent to the Premises (the "Offer Space"), subject to the following terms and conditions: (i) Landlord or any of its affiliates or (ii) any existing tenant or subtenant in the Building with respect to any portion of space located on the fifth floor of the Building then under lease or sublease to such tenant/subtenant, whether such offer is pursuant to a renewal option set forth in its lease or sublease, or otherwise) to lease any space on the fifth floor of the Building not under lease to Tenant (all such space on the fifth floor of the Building not under lease to Tenant being referred to herein as the “Additional Fifth Floor Space”), and provided that there has been no Event of Default (or event or condition which, with the passage of time or giving of notice, or both, would constitute an Event of Default) that has occurred and is continuing at the time of exercise of the option, Landlord shall notify Tenant that it has received or presented an offer for such space in writing (the portion "Landlord's Notice") of the Additional Fifth Floor availability of any Offer Space subject prior to entering into a lease with a third party for any of such offer being referred to herein sometimes as the “Subject Additional Space”; it being agreed that in the event such offer also includes space on another floor in the Building or in another building in ▇▇▇▇▇▇▇ Corporate Park, then such additional space in such offer shall be included in the definition of “Subject Additional Space” for purposes of this Section 4.02(a)) and that Tenant may elect to lease all (but not less than all) such Subject Additional Offer Space. Tenant shall have ten (10) business days from receipt of Landlord’s notice 's Notice to exercise its option Right of First Offer by delivering to Landlord written notice agreeing to lease such Subject Additional Space, by written notice to Landlord. The parties agree that space on the Base Rent for the Subject Additional Space shall be an amount equal to the Market Rent (as defined in Section 4.01(b) hereof). The lease of the Subject Additional Space shall include, in addition to such Base Rent, such other terms and conditions contained in Landlord's Notice. If Tenant fails to deliver such notice within ten (including10) business days, without limitation, the lease term) as Tenant shall be mutually reasonably acceptable deemed to have waived such option and Landlord and Tenant may lease the Offer Space to a third party; provided, however, if (it being agreed that A) Landlord fails to lease the extent possible such Subject Additional Offer Space shall be to a third party within ninety (90) days (or, if at the end of said ninety (90) day period, Landlord is actively negotiating with a third party, then within one hundred eighty (180) days) after Tenant's rejection (or deemed rejection) of the Offer Space, or (B) Landlord elects to lease the Offer Space for less than the base rental, or on terms and conditions substantially similar materially different than those stated in Landlord's Notice, Tenant shall again have the first opportunity to lease the terms of Offer Space in accordance with this Lease, other than with respect to rent, lease term and other economic termssubsection (c). Notwithstanding anything contained Tenant acknowledges that Tenant must exercise its right granted in this Section 4.02(a), subsection (I) in the event Tenant declines to exercise its option described in this Section 4.02(ac) with respect to the entire Offer Space and any particular Subject Additional Space (or if Tenant exercises such option but the parties are otherwise unable, after acting reasonably and in good faith, to mutually agree on the terms of the lease of such space within twenty (20) days after Tenant’s exercise of such option) (right with respect to only a portion of the date Tenant declines to exercise such option or the expiration of such twenty (20) day period for such space, as applicable, being referred to as the “Market Cut-Off Date” for such Subject Additional Space), then Landlord Offer Space shall be permitted to enter into null and void. For purposes of this paragraph, the phrase "actively negotiating" shall mean that a draft lease agreement covering such Subject Additional Space with any entity (on any terms), without any obligations to Tenant under this Section 4.02(a) has been prepared by either Landlord or said third party and the other party has given comments with respect to such Subject Additional Space, so long as such lease is entered into during the six (6) month period after the Market Cut-Off Date (it being understood that if Landlord enters into a lease during such six month period and thereafter during the Term such Subject Additional Space again becomes available, then Tenant’s rights (and Landlord’s obligations) under this Section 4.02(a) shall continue for such Subject Additional Space on the terms set forth herein), (II) Tenant shall not have any rights under this Section 4.02(a) so long as Tenant is subleasing (and/or having available for sublease) any portion of the Demised Premises and (III) Tenant’s rights under this Section 4.02(a) with respect to any space shall be subject and subordinate to any expansion rights, existing as of the date this Lease is fully executed, that any other tenants in ▇▇▇▇▇▇▇ Corporate Park may have with respect to such space and that are set forth on Schedule I attached heretodraft lease. (b) With respect to available office space in ▇▇▇▇▇▇▇ Corporate Park other than the Additional Fifth Floor Space (it being agreed that Landlord’s obligations to Tenant with respect to the Additional Fifth Floor Space are set forth in Section 4.02(a) hereof) Landlord will use good faith efforts to provide Tenant with notice as space in ▇▇▇▇▇▇▇ Corporate Park becomes available; provided, however that the failure of Landlord to provide any such notice to Tenant shall not constitute a breach of this Lease by Landlord or subject Landlord to any liability (and nothing in this Section 4.02(b) shall be construed to provide Tenant with any rights to any space in ▇▇▇▇▇▇▇ Corporate Park).