Common use of Expansion Option Clause in Contracts

Expansion Option. Provided that Tenant is not then in default of any of the provisions of this Lease and is still in occupancy of the Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such space.

Expansion Option. Subject to the further provisions of this Paragraph 4, Tenant has a one-time option (the “Expansion Option”) to require Landlord to undertake and complete Landlord’s Cell Three Work, and to lease the Cell Three Premises from Landlord under the terms of this Paragraph 4, and on all the other terms and conditions contained in this Lease. Provided that Tenant is not then in default of beyond any applicable notice or cure period as of the provisions of this Lease and is still in occupancy 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 subject to Tenant will follow the expansion rights 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 rights deemed approval of first refusal of existing tenants in effect on the Commencement DateCell 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 Landlord “Baseline Elements for Cell Three”): (i) the Cell Three Premises shall offer first to be built using the Tenant same general warehouse specifications as the right to lease adjacent space 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 Premises on all doors to be utilized by Tenant in the second floor 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) an additional guardhouse will be located at the northerly end of the Building or space that becomes available on Cell Three Premises, (iv) the first floor existing auto parking area at the south end of the Building at Cell One Premises will be modified to conform to the then market lease rate for the Crown Center complexgeneral configuration shown on EXHIBIT A-1, and (v) there shall be no more than 2000 square feet of office and no additional load bearing roof requirements. Landlord shall notify and Tenant acknowledge that the work described in writing when any adjacent space 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 Premises on scope of work to be performed by Landlord. To this end, Landlord agrees to prepare the second floor or space on the first floor Cell Three Plans so as to include a scope of work including all of the Building becomes availableitems 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 have be ten (10) days after Landlord’s timely receipt of the Landlord's written notice Tenant’s Expansion Notice) or a Revised Plan Date, as such dates may be adjusted due to respond Force Majeure and subject further to the Landlord “make-up” provisions of Tenant's intent Paragraph 3(e) above. The Cell Three Commencement Date shall be subject to exercise its right advancement due to lease any such spaceTenant Delays in accordance with the terms of paragraph 3(c) above. If Tenant so notified Landlord, In the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If event Tenant fails to respond to provide the Landlord within such ten (10) day period, Tenant’s Expansion Notice on or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day periodbefore the Expansion Deadline Date, then the Tenant's first right of refusal this Expansion Option shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, terminate and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt 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, under Paragraph 17, requires Landlord's offer to respond to ’s consent, or (z) in the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If event Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty subleases more than twenty five (3025%) days percent of the Tenant's receipt from combined area in the Landlord of a proposed leaseCell One Premises and the Cell Two Premises to any entity which, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour periodunder Paragraph 17, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spacerequires Landlord’s consent.

Expansion Option. Provided that Subject to the rights of the existing tenant thereof and its successors and assigns (IRI) and to the first refusal rights of a presently existing tenant of the Building and its successors and assigns (Merck), Tenant is not then shall have the option to add to the Demised Premises the entire LE portion of Level 1 of the Building ("LE") in default of any of accordance with the provisions of this Lease Section. At such time as Landlord determines that LE will become available to Tenant, (i.e., IRI and is still 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 Tenant notifies Landlord within such period that it desires to add LE to the Demised Premises, LE shall become a part of the Demised Premises on the 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 this Lease, and Tenant's proportionate share of the Building shall be appropriately adjusted with respect to its obligations for Additional Rent. LE shall be delivered to Tenant on the 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 Availability Notice, Landlord shall be free for a period of one year after the Availability Date to enter into a lease of LE to any third party or to occupy LE itself for its own business purposes. If Landlord has not leased or occupied LE within that period, its shall be obligated to reoffer LE to Tenant with another Availability Notice in accordance with the procedure described above. In no event shall this option extend to less than the entire LE. If LE becomes part of the Demised Premises, Tenant's renewal options under Article 41 shall apply to the expanded Demised Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend an appropriate Amendment to this Lease to include reflect the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spaceDemised Premises.

Expansion Option. Provided that Within the first twelve (12) months following the Commencement 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 any refusal to 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 provisions availability of this Lease space and the terms and conditions on which Landlord is still in occupancy of the Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right willing to lease adjacent such additional space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes availableTenant, and Tenant shall have ten (10) business days after receipt to notify Landlord in writing of Tenant’s desire to exercise Tenant’s prior right of refusal on the Landlord's written notice terms and conditions offered (the terms offered by Landlord must be at least as favorable to respond 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 of Tenant's intent wishes to exercise its right to lease any such spaceaccept). If Tenant so notified Landlord, In the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If event Tenant fails to respond give Landlord notice of Tenant’s election to the Landlord lease such additional space within such ten (10) day time period, Tenant shall have no further right, title or if a lease (or an amendment to interest in such additional space and this Lease) is not entered into within such thirty (30) day period, then the Tenant's first prior right of refusal shall expire terminate. If, on the other hand, Tenant exercises its prior right of refusal in the manner prescribed, Tenant and Landlord shall consummate a lease respecting such space without delay in accordance with respect the terms and conditions set forth in Landlord’s notice. Such additional space shall be leased to Tenant on an “as is” basis and Landlord shall have no obligation to improve such spaceadditional space or grant Tenant any improvement allowance thereon. If Notwithstanding anything to the contrary herein contained, Tenant’s right to the expansion premises shall be conditioned upon the following: (i) at the time Tenant agrees to 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 (or an affiliate of Tenant) and (ii) the agreement of acceptance shall constitute a representation by Tenant to Landlord, effective as of the date of the agreement of acceptance and as of the date of commencement of the lease for the expansion premises, that Tenant does not exercise its right intend to assign the lease adjacent space to for the Premises on the second floor expansion premises, in whole or in part or sublet all or any portion of the Building Premises, the election to expand being for the purpose of utilizing the expansion premises for Tenant’s purposes in the conduct of Tenant’s business (or space that becomes available on the first floor business of the Building pursuant an affiliate of Tenant) therein. Tenant’s options to the immediately preceding paragraph, renew and Landlord subsequently offers contract shall continue in full force and effect notwithstanding Tenant’s failure to lease such space to another party at a net effective rent that exercise is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a prior right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spacerefusal.

Expansion Option. Provided Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Tenant Sublessor is not then in default occupying or which Sublessor intends to vacate, and said notice shall specify the period of any time that Sublessor intends to keep such space vacant (the "Vacancy Period"). Following receipt of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or a portion of the provisions unoccupied Leased Premises, or the space to be so vacated by Sublessor, as the case may be, by delivering written notice (the "Expansion Notice") to Sublessor at least 30 ---------------- days prior to the expiration of the Vacancy Period. In the Expansion Notice, Sublessee shall specify which additional portion or portions of the Leased Premises (the "Additional Subleased Premises") it desires to occupy as part of ----------------------------- the Subleased Premises. Sublessor shall sublease to Sublessee the Additional Subleased Premises upon the terms and conditions of this Sublease, and Sublessee shall be liable for all costs, expenses and obligations of every kind relating to the Additional Subleased Premises that Sublessor is required to pay to EPL arising out of the Lease and is still in occupancy of the Premises, and subject relating to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Additional Subleased Premises on and after the second floor of date that Sublessee occupies the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spaceAdditional Subleased Premises.

Expansion Option. Provided that Tenant is not then in default shall have the right and option to expand the Leased Premises ("Expansion Option") to include all of any of the provisions of this Lease and is still in occupancy of the Premises, and subject office space adjacent to the expansion rights or rights of first refusal of existing tenants in effect initial premises on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second twelfth (12th) floor of the Building or space that becomes available East Tower ("Expansion Space") on the first floor of the Building at the then market lease rate for the Crown Center complex. following terms: (a) Landlord shall notify Tenant in writing when any adjacent space if it receives a request for lease proposal or bona fide interest to lease the Premises on Expansion Space from a third party (the second floor or space on the first floor of the Building becomes available, "Third Party") and Tenant shall have ten seven (107) days after from receipt of the Landlord's written notice to respond add the Expansion Space to the this Lease by way of Lease Amendment as hereinafter provided. (b) If after Landlord's notice of offer, Tenant does not notify Landlord of Tenant's intent to exercise its right election to lease any the Expansion Space, Landlord may proceed to lease the Expansion space to such spaceThird Party on terms and conditions, including rental rate, acceptable to Landlord. If Tenant so notified Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an amendment to this Lease) is not entered into by Landlord with such Third Party within such thirty six (306) day periodmonths of Landlord's notice, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space first offer and option for the Expansion shall revest. (c) At any time during the Term when the Expansion Space is not leased to the Premises on the second floor a third party or subject to negotiation by Landlord within six (6) months of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer Landlord's notice to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. provided in Section 2.04(a), Tenant shall have 72 hours after receipt of the Landlord's offer right by giving notice to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and Expansion Space in this Lease by way of Lease Amendment as hereinafter provided. (d) If the Expansion Option is exercised by Tenant with a term commencing on or before December 31, 1997, the Lease Amendment shall provide: (1) An Annual Rental for the Expansion Space of TEN AND 50/100 DOLLARS ($10.50) per rentable square foot. (2) A Tenant Improvement Allowance equal to 1/60th of the sum of TEN AND NO/100 DOLLARS ($10.00) times the rentable square footage of the Expansion Space times the number of months then remaining in the Initial Term. (3) All other applicable rental terms within thirty provisions of the Lease shall remain the same. (30e) days If the Expansion Option is exercised by Tenant with a term commencing after December 31, 1997, the Lease Amendment shall provide: (1) An Annual Rental Rate for the Expansion Space equal to One Hundred Percent (100%) of the Fair Market Value of the Expansion Space as determined under the procedures set forth on Exhibit "C" . (2) All other provisions of the Lease shall remain the same. (f) Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to Expansion Option for the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal Expansion Space shall expire with respect to upon an Event of Default of this Lease and upon the expiration of the Initial Term if not previously exercised before such spacedate.

Expansion Option. Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant the option to lease additional space in the Building (the “Expansion Space”). (a) Provided that Tenant is not then in default under this Lease beyond the expiration of any notice and/or grace period, Tenant may, by delivery of the provisions of this Lease and is still in occupancy of the Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's written notice to respond Landlord on or before the date which is forty-five (45) full calendar months after the Commencement Date elect to lease the Expansion Space, which notice shall specify the number of square feet of additional rentable area desired to be leased by Tenant. Tenant’s failure to elect to lease the Expansion Space on or before such date shall be deemed a waiver of Tenant’s rights under this Article 33. (b) The Expansion Space shall consist of up to the Landlord number of square feet of rentable area in the Building not constituting the Premises or leased to, or subject to existing rights (e.g., expansion rights) held by, or involved in negotiations with, another tenant or prospective tenant, and shall be located on a floor or floors, and have a configuration, designated by Landlord. (c) If Tenant elects to lease the Expansion Space, the Expansion Space shall be added to and become a part of the Premises for all purposes under this Lease, except as follows: (i) The term of the demise of the Expansion Space shall commence on the date which is three (3) months following Landlord’s receipt of Tenant's intent ’s election notice (the “Expansion Date”) and shall expire simultaneously with the expiration or earlier termination of the Term of the Lease. (ii) Tenant’s Proportionate Share shall be increased by the percentage calculated by dividing the rentable square feet of the Expansion Space by the rentable square feet of the Building. (iii) The annual Base Rent rate per square foot of rentable area of the Expansion Space shall be equal to exercise its right the “Prevailing Market Rental”, as determined in accordance with paragraph 33(d) below. (iv) The Expansion Space will be accepted by Tenant in their then-existing “as-is” condition. (v) Landlord shall have no obligation to lease any such space. If Tenant so notified Landlordoffer tenant concessions. (d) For purposes of this Lease, the parties “Prevailing Market Rental” shall enter into be the Base Rent that the Expansion Space would be expected to be leased for, for a term commencing on the Expansion Date and ending on the Termination Date, in their then-existing condition, in an arms-length transaction between a willing landlord and tenant in the office market existing at the time such rate is established. Such determination shall include consideration of (A) the size, location, area, view and nature and condition of the improvements in the Expansion Space and (B) other comparable leasing transactions in the geographical area in which the Expansion Space is located, including renewals and new lease leases (with appropriate adjustments for different size premises and different length terms), and the rents, and tenant concessions in such expansion space within transactions. Tenant and Landlord shall make an effort in good faith to agree on the Prevailing Market Rental (the “Outside Negotiation Date”) on or before thirty (30) days following Tenant’s election to expand. If Landlord and Tenant are unable to agree upon the Prevailing Market Rental on or before the Outside Negotiation Date, Landlord and Tenant shall each, within fifteen (15) days thereafter, appoint a real estate appraiser who is a member of the Tenant's receipt from American Institute of Real Estate Appraisers (or its equivalent) to assist in the Landlord determination of the Prevailing Market Rental, and the two appraisers shall appoint a proposed leasethird appraiser who is also a member of the American Institute of Real Estate Appraisers (or its equivalent). The Prevailing Market Rental shall be determined by the agreement of any two of such three appraisers, or amend this Lease to include the expansion space and other applicable rental terms within which determination shall be made not later than thirty (30) days thereafter. Landlord and Tenant shall each bear the costs and fees of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to their respective appraisers and shall share equally the Landlord within such ten (10) day period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor cost of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spacethird appraiser.

Expansion Option. Provided that Tenant is not then in default (a) Commencing as of any 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 provisions Premises for all purposes hereunder. If Tenant occupies all or any portion of this 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 is still in occupancy continuing through and including the last day of the Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect on 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 offer not, during the term of this Lease, lease to another tenant that available portion of the Refusal Space without first to the offering Tenant the right to lease such Refusal Space. (ii) Space shall be deemed to become "Available Refusal Space" in the event Landlord either (A) receives a bona fide proposal for the lease of some or all of the Refusal Space from a third party that Landlord desires to secure, or (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 space to the Premises on (the second floor of "Offer Space"), subject to the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. following terms and conditions: (i) Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor ("Landlord's Notice") of the Building becomes available, and availability of any Offer Space prior to entering into a lease with a third party for any of such Offer Space. Tenant shall have ten (10) business days after from receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent Notice to exercise its right Right of First Offer by delivering to Landlord written notice agreeing to lease any such space. If Tenant so notified space on the terms and conditions contained in Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendmentNotice. If Tenant fails to respond to the Landlord deliver such notice within such ten (10) day periodbusiness days, or Tenant shall be deemed to have waived such option and Landlord may lease the Offer Space to a third party; provided, however, if (A) Landlord fails to lease the Offer Space to a lease third party within ninety (or an amendment to this Lease90) is not entered into within such thirty days (30or, if at the end of said ninety (90) day period, Landlord is actively negotiating with a third party, then the 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 materially different than those stated in Landlord's Notice, Tenant shall again have the first opportunity to lease the Offer Space in accordance with this subsection (c). Tenant acknowledges that Tenant must exercise its right granted in this subsection (c) with respect to the entire Offer Space and any exercise of refusal such right with respect to only a portion of the Offer Space shall expire be null and void. For purposes of this paragraph, the phrase "actively negotiating" shall mean that a draft lease has been prepared by either Landlord or said third party and the other party has given comments with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed draft lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such space.

Expansion Option. Provided that Tenant is not then in default of any of the provisions of this Lease From and is still in occupancy of the Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect on after the Commencement Date, the Landlord Tenant shall have a right of first offer first to the Tenant the right to lease adjacent space to the Premises on the second floor all or any portion of the Surrendered S▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ in Building A or any vacant space in Building B during the Term (the “Offer Space”), in the event that becomes available on the first floor all or any portion of the Building at Offer Space is vacant or becomes vacant during the then market lease rate for Term. Prior to leasing all or any portion of the Crown Center complex. Offer Space to any prospective third parties, Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor (“Landlord’s Offer Notice”) of the Building becomes availablegeneral terms and conditions, including without limitation, the size and location of the available space (the “Available Space”), the rent, tenant allowance and parking ratio, under which Landlord would be willing to lease such Available Space. Tenant shall have an option, exercisable by written notice to Landlord (“Tenant’s Acceptance Notice”) delivered to Landlord within ten (10) business days after Tenant’s receipt of Landlord’s Offer Notice, to lease all or a portion of the Available Space in accordance with the provisions contained in Landlord's written ’s Offer Notice. As a condition to Tenant’s right of first offer, as of the date Tenant delivers Tenant’s Acceptance Notice to Landlord, there shall be no continuing Event of Default (beyond applicable notice to respond and cure periods) by Tenant under the Lease. Promptly after Tenant provides Landlord with Tenant’s Acceptance Notice for the lease of the Available Space pursuant to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlordpreceding sentence, the parties shall enter into a new lease for such expansion space within thirty (30) days an amendment to the Lease that incorporates the Available Space as part of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendmentPremises. If Tenant fails elects not to respond lease all or any portion of the Available Space specified in Landlord’s Offer Notice, the right of first offer shall terminate as to such Available Space and Landlord shall be free to lease the Available Space to any third party; provided, however, the terms and conditions of any lease with the third party are substantially the same as those set forth in Landlord’s Offer Notice. For purposes hereof, the terms offered to a third party shall be deemed to be “substantially the same as those set forth in Landlord’s Offer Notice” if there is no more than a seven percent (7%) reduction in the “bottom line” cost per rentable square foot of the Available Space to the Landlord within such ten third party when compared with the “bottom line” cost per rentable square foot under Landlord’s Offer Notice, considering the following economic terms in both deals, respectively: (10i) day periodbase rent, or if a lease (or an amendment to this Leaseii) is not entered into within such thirty tenant allowance, (30iii) day periodany tenant concessions, then the Tenant's first right of refusal shall expire with respect to such spaceincluding free rent, and (iv) brokerage commissions. If the terms and conditions of any lease with such third party are not substantially the same as those set forth in Landlord’s Offer Notice, Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant have a right of first refusal to lease such space the Available Space at the same net effective rent as is being price and terms offered to such other the third party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such space.

Expansion Option. Provided that (a) Subject to Rights of Existing Tenants in and to the Available Area (hereinafter defined) and the terms and conditions of this Section 3, Tenant is not then in default of any 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 provisions of this Lease and is still in occupancy of the Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect Rentable Area on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second third (3rd) 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 space will not exist Expansion Space within the Available Area, then 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 facilities to create Available Area or to demise Available Area to create the Expansion Space if Landlord determines, in Landlord’s sole but reasonable judgment, that becomes the remaining Available Area (the “Non-Leased Space”) will be unsuitable, undesirable or inconsistent with Landlord’s leasing efforts in the Building (whether by reason of its remaining size, configuration, access to Building amenities or systems, or otherwise). (b) Tenant may only exercise the Expansion Option by delivering written notice (the “Expansion Notice”) to 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 (5th) Lease Year (the “Expansion Notice Deadline”). Following receipt of the Expansion Notice, Landlord shall designate the location of the Expansion Space to be subject to lease by Tenant hereunder by written notice to Tenant 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 (5th) Lease 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 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 any portion of the Expansion Space is not separately demised, Landlord shall construct demising wall(s) to separately demise the Expansion Space and shall perform all other work necessary to separately demise the Expansion Space in accordance with all applicable laws and in accordance with Building standards. Such demising work (the “Demising Work”) shall be performed at Tenant’s sole cost and expense and may include, without limitation, all work necessary to provide direct access from the Expansion Space and the Non-Leased Space to the common areas on the first floor of the Building at (including the then market lease rate for the Crown Center complexelevator lobby and restrooms). Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified reimburse Landlord, the parties shall enter into a new lease for such expansion space 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 receipt from ’s delivery of the Landlord of a proposed lease, or amend this Lease Expansion Notice. The Expansion Notice shall constitute Tenant’s irrevocable election to expand the Premises to include the expansion space 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 other applicable rental 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 within 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 Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond 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 of the Expansion Date, the Expansion Space shall be added to, and become a part of, the 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, which shall continue in full force and effect and be applicable to the Expansion Space; (iii) as of the Expansion Date, the Rentable Area of the Premises shall be increased by the Rentable Area of the Expansion Space, and Tenant’s Pro Rata Share shall be increased accordingly; (iv) Landlord shall provide to Tenant such economic concessions (such as rental abatements and an improvement allowance) as Landlord determines to be included within such ten the Fair Market Rental Rate; (10v) day periodthe 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 if 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 subsection (vi), below), determined in accordance with the same procedures set forth in Section 1, above; and (vi) Tenant shall commence paying all Base Rental and Tenant’s Pass-Through Expenses for the Expansion Space on the date which is one hundred twenty (120) days following the Expansion Date. (f) Upon Tenant’s exercise of its Expansion Option, each party shall execute and deliver to the other party a lease (or an mutually-acceptable amendment modifying the Lease, which amendment to this Lease) is not entered into within such thirty (30) day period, then Lease shall evidence the Tenant's first right leasing of refusal shall expire with respect to such space. If the Expansion Space by Tenant does not exercise its right to lease adjacent space to the Premises on the second floor terms and conditions of this Section 3; provided, however, that failure to execute such an amendment shall not affect the Building 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 space that becomes available on Early Termination Option. For the first floor avoidance of doubt, if Tenant exercises the Building pursuant to the immediately preceding paragraphEarly Termination Option (hereinafter defined), and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt 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 offer to respond ’s hard and soft costs in connection with the design and construction of the Tenant Improvements applicable to the Landlord of Tenant's intent to exercise its right to lease such space at such base rentExpansion Space. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days The amortization of the Tenant's receipt from Expansion Space Lease Costs shall be effected as though the Landlord total of such costs was the principal amount of a proposed leasepromissory note, or amend this Lease 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 immediately following the expiration of all abatements provided to include Tenant in connection with the expansion space Expansion Space, and other applicable rental terms within thirty (30) days expiring on the initially scheduled Expiration Date, in such amount as to cause the principal balance to be reduced to zero as of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spaceExpiration Date.

Expansion Option. Provided a) Landlord hereby grants during the term hereof to Tenant the right and option (the "Phase Two Option") to request that Landlord construct a second two story 32,182 square foot building together with a connector between the Building and the Second Building containing 4,604 square feet (collectively, the "Second Building") and related site improvements (collectively, the "Expansion Improvements") on the Land as shown on the Expansion Improvements Plan attached hereto as Exhibit F, subject to and in accordance with the terms hereof. Landlord, at Landlord's sole cost and expense shall construct the base building and site work improvements related to the Expansion Improvements in the same manner as set forth in Section 3 of the Lease. b) The Phase Two Option shall be exercised by Tenant, if at all, by written notice (the "Phase Two Option Exercise Notice") delivered to Landlord at any time after the Commencement Date. The Phase Two Option may only be exercised by the named Tenant is hereunder or a Successor Corporation. In order to reserve the Phase Two Option, Tenant shall pay the sum of Three Thousand Dollars ($3,000.00) (the "Reservation Fee") per month which shall be paid on the first day of each month during the Term until such time as Tenant has elected the Phase Two Option and Landlord has commenced construction of the base building of the Second Building or until Tenant has determined that it does not then in default desire to exercise the Phase Two Option. In the event Tenant fails to pay the Reservation Fee on or before the fifteenth (15th) of any calendar month during the Term and within five (5) days following written notice from Landlord to Tenant of such failure (provided Landlord shall only be obligated to give and Tenant to receive two (2) such written notices every Lease Year), and Tenant has not theretofore elected to exercise the Phase Two Option, such failure shall not constitute a default under the Lease, but shall terminate Tenant's rights to exercise such Phase Two Option. c) The Base Rent for Phase Two (the "Expansion Base Rent") shall be at the then current rate for Phase One (for Office Space and Shell Space, as applicable) and the term of the provisions Lease for Phase Two shall be coterminous with the Term of this Lease with respect to Phase One, provided, however if the term as so determined is less than ten (10) years, then the term for Phase One shall be extended to ten (10) years, as if Tenant exercised a right to so extend the term of Phase One in accordance with the terms of this Lease, including the increase of Base Rent for Phase One as provided above (independent from any Renewal Term set forth above) and is still the term of this Lease for both Phase One and Phase Two shall be ten (10) years from the Expansion Rent Commencement Date. Tenant shall be obligated to lease the entire Second Building if it elects the Phase Two Option, provided, however, Tenant shall be permitted to designate up to 7,200 square feet of space within the Second Building to be Shell Space subject to conversion to Office Space in occupancy the same manner as provided above in connection with Phase One. Landlord shall provide to Tenant an allowance in accordance with the following schedule for Tenant to utilize in connection with tenant improvements to the Phase Two ("Tenant's Expansion Work") in the same manner as set forth in Section 3 of the PremisesLease: --------------------------------------------------------------------------------------------------- Year of Term of Phase Two Exercise Notice Allowance per rentable square foot of Phase Two ----------------------------------------- ----------------------------------------------- --------------------------------------------------------------------------------------------------- 1-5 $25.00 --------------------------------------------------------------------------------------------------- 6-10 $26.00 --------------------------------------------------------------------------------------------------- 11-15 $27.00 --------------------------------------------------------------------------------------------------- Tenant's obligation to commence the payment of Expansion Base Rent shall commence upon the date (the "Expansion Rent Commencement Date") of Substantial Completion of Tenant's Expansion Work, being the date which the Tenant's Expansion Work is substantially completed but for minor items of finishing and adjustment and Tenant is legally permitted to use and occupy Phase Two, but not later than the earlier of (i) one hundred (100) days following the date on which Landlord completes the Base Building and Site Work Improvements to the Second Building, subject to Force Majeure Delay up to a maximum of thirty three (33) days, or (ii) the expansion rights or rights of first refusal of existing tenants date Tenant commences its regular business operations in effect on the Second Building. All improvements to the Expansion Improvements shall be undertaken in the same manner as the improvements for the original Premises. From and after the Expansion Rent Commencement Date, the Expansion Base Rent shall be included in the Base Rent payable by Tenant under the terms of this Lease, and the Expansion Improvements shall be deemed to be a part of the Premises for all purposes under this Lease. Landlord shall offer first and Tenant will enter into an amendment to this Lease to incorporate the Expansion Improvements into the Premises as of the date Tenant's Expansion Work is substantially completed and to make such other necessary adjustments to this Lease (including, to the Tenant the right to lease adjacent space to the Premises on the second floor extent necessary an extension of the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space term to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of years as provided above) as mutually agreed by the Landlord's written notice to respond to parties. d) In the Landlord of Tenant's intent event Tenant determines not to exercise its right Phase Two Option and stops paying to Landlord the Reservation Fee, Landlord shall be permitted to build the Second Building as set forth and in a manner consistent with the Expansion Improvements Plan and without disturbing Tenant's use and occupancy of the Premises and lease any space within the Second Building to one or more tenants on terms and conditions acceptable to Landlord. In such spaceevent, Landlord shall not construct the connector between Phase One and Phase Two and Tenant's original Premises shall at all times remain a stand alone building. If In the event Tenant so notified determines that it does not desire to exercise the Phase Two Option, Tenant agrees to provide written confirmation of such determination upon Landlord's request. Notwithstanding the foregoing, the parties in such event Landlord and Tenant shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an mutually satisfactory amendment to this LeaseLease which shall set forth the allocation of Operating Expenses which are applicable to the entire Land, the Building and the Second Building such as landscaping, snow removal, parking lot maintenance, real estate taxes (if the parcels are not separately assessed), management fees (not to exceed 4.0% of gross rental revenues) is not entered into within such thirty (30) day period, then the and Tenant's first right obligation to pay its Proportionate Share of refusal such costs allocable to the Premises which shall expire with respect be paid monthly on an estimated basis subject to such spacecustomary annual reconciliation and audit rights. If In the event Tenant does not exercise its right occupy the Second Building, Tenant shall continue to lease adjacent space remain liable for one hundred percent (100%) of all Operating Expenses attributable solely to Phase One. Notwithstanding the existence of the Second Building, Tenant may still self manage the Premises, but shall not be obligated to manage or provide services or otherwise by liable for the operations, management or Operating Expenses associated with or allocable to the Premises on Second Building and the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spaceLand associated therewith.

Expansion Option. Provided that Tenant is not then in default of any of the provisions of this Lease no Tenant's Default has occurred and is still in occupancy of the Premisescontinuing, and subject to the expansion rights or rights of first refusal of existing tenants in effect if rentable space on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second floor Floors 7-9 of the Building (collectively, the "Adjacent Space") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'). When all or space that any portion of the Adjacent Space first becomes available on as set forth above, Landlord shall, prior to making the first floor Adjacent Space available to other third parties, deliver written notice of the Building at the then market lease rate for the Crown Center complexsuch availability to Tenant ("Landlord's Notice"). Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor For a period of the Building becomes availablefifteen (15) days following Tenants receipt of Landlord's Notice, and Tenant shall have ten the first opportunity to lease the Adjacent Space upon the terms and conditions set forth below, by delivering to Landlord within said fifteen (1015) day period written notice ("Election Notice") of its election to exercise its Right of First Offer. If Tenant fails or elects not to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action of the panics, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of the this Lease with Landlord upon Landlord's written notice to respond to then current standard lease amendment form for the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified LandlordBuilding, which amendment shall incorporate the parties shall enter into a new lease for such expansion space within thirty (30) days of Adjacent Space Into the Tenant's receipt from Premises upon the Landlord of a proposed lease, or amend this Lease to include the expansion space terms and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendmentconditions hereinafter set forth. If Tenant fails to respond to the Landlord execute and deliver such amendment within such ten said fifteen (1015) day period, or if the Right of First Offer shall automatically terminate without further action of the parties, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a lease (or an amendment third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are then in effect under this Lease, for the remaining term as set forth in this Lease and at the rate of Basic Annual Rent in effect, except that: (i) If Tenant is not entered into within such thirty (30) day periodleasing any portion of floor 7, then Monthly installments of Basic Annual Rent due under this Lease shall be increased to reflect such rent upon the Tenant's first right of refusal shall expire Adjacent Space with respect to such space. floor 7 at the rate then in effect under this Lease for floors 1-6 ; If Tenant does not exercise its right to lease adjacent space to the Premises on the second is leasing any portion of floor 8, then Monthly installments of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend Basic Annual Rent due under this Lease shall be increased to include reflect such rent upon the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire Adjacent Space with respect to such spacefloor 8 at a rate equal to the sum of the rate then in effect under this Lease (for floors 1-6) plus nine cents ($0.09)/per month per square foot of such floor 8; If Tenant is leasing any portion of floor 9 then Monthly installments of Basic annual Rent due under this Lease shall be increased to reflect such rent upon the Adjacent Space with respect to such floor 9 at a rate equal to the sum of the rate then in effect under this Lease (for floors 1) plus nineteen cents ($0.19 per month per square foot of such floor 9. (ii) Tenant's Proportionate Share shall be increased to reflect the Rentable Area of the Adjacent Space; (iii) The parking spaces available for Tenant shall be increased at the ratio of three (3) spaces per 1,000 square feet of Adjacent Space.

Expansion Option. Provided that (a) Subject to Rights of Existing Tenants in and to the Available Area (hereinafter defined) and the terms and conditions of this Section 3, Tenant is not then in default of any 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 provisions of this Lease and is still in occupancy of the Premises, and subject to the expansion rights or rights of first refusal of existing tenants in effect Rentable Area on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second third (3rd) 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 (the “Available Area”). Tenant acknowledges and agrees that if, as of the first day of the fifth (5th) Lease Year, there does not or space will not exist Expansion Space within the Available Area, then 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 facilities to create Available Area or to demise Available Area to create the Expansion Space if Landlord determines, in Landlord’s sole but reasonable judgment, that becomes the remaining Available Area (the “Non-Leased Space”) will be unsuitable, undesirable or inconsistent with Landlord’s leasing efforts in the Building (whether by reason of its remaining size, configuration, access to Building amenities or systems, or otherwise). (b) Tenant may only exercise the Expansion Option by delivering written notice (the “Expansion Notice”) to 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 (5th) Lease Year (the “Expansion Notice Deadline”). Following receipt of the Expansion Notice, Landlord shall designate the location of the Expansion Space to be subject to lease by Tenant hereunder by written notice to Tenant 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 (5th) Lease 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 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 any portion of the Expansion Space is not separately demised, Landlord shall construct demising wall(s) to separately demise the Expansion Space and shall perform all other work necessary to separately demise the Expansion Space in accordance with all applicable laws and in accordance with Building standards. Such demising work (the “Demising Work”) shall be performed at Tenant’s sole cost and expense and may include, without limitation, all work necessary to provide direct access from the Expansion Space and the Non-Leased Space to the common areas on the first floor of the Building at (including the then market lease rate for the Crown Center complexelevator lobby and restrooms). Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified reimburse Landlord, the parties shall enter into a new lease for such expansion space 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 receipt from ’s delivery of the Landlord of a proposed lease, or amend this Lease Expansion Notice. The Expansion Notice shall constitute Tenant’s irrevocable election to expand the Premises to include the expansion space 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 other applicable rental be null, void and of no further force or effect. (e) If Tenant delivers an Expansion Notice within the time and in the manner provided in this Section 3, then the following terms within 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 Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond 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 of the Expansion Date, the Expansion Space shall be added to, and become a part of, the 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, which shall continue in full force and effect and be applicable to the Expansion Space; (iii) as of the Expansion Date, the Rentable Area of the Premises shall be increased by the Rentable Area of the Expansion Space, and Tenant’s Pro Rata Share shall be increased accordingly; (iv) Landlord shall provide to Tenant such economic concessions (such as rental abatements and an improvement allowance) as Landlord determines to be included within such ten the Fair Market Rental Rate; (10v) day periodthe 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 if 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 subsection (vi), below), determined in accordance with the same procedures set forth in Section 1, above; and (vi) Tenant shall commence paying all Base Rental and Tenant’s Pass-Through Expenses for the Expansion Space on the date which is one hundred twenty (120) days following the Expansion Date. (f) Upon Tenant’s exercise of its Expansion Option, each party shall execute and deliver to the other party a lease (or an mutually-acceptable amendment modifying the Lease, which amendment to this Lease) is not entered into within such thirty (30) day period, then Lease shall evidence the Tenant's first right leasing of refusal shall expire with respect to such space. If the Expansion Space by Tenant does not exercise its right to lease adjacent space to the Premises on the second floor terms and conditions of this Section 3; provided, however, that failure to execute such an amendment shall not affect the Building 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 space that becomes available on Early Termination Option. For the first floor avoidance of doubt, if Tenant exercises the Building pursuant to the immediately preceding paragraphEarly Termination Option (hereinafter defined), and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent no right to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spaceExpansion Option.

Expansion Option. Provided Subject to Master Lessor’s consent, provided that Tenant is not then in no default of any after expiration of the provisions of 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 (the “Expansion Option”) to expand the Subleased Premises under this Lease and is still in occupancy Sublease to include one of the Premises, and subject to the expansion rights or rights portions of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available Premises shown on Exhibit D hereto (the “Expansion Premises”) on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's Commencement Date by providing written notice to respond Sublessor exercising such option prior to April 30, 2023, which notice to be valid must designate the applicable portion of the Expansion Premises shown on Exhibit D that Sublessee desires to sublease (the “Applicable Space”). If Sublessee properly exercises the Expansion Option, as of the Commencement Date, (i) references in this Sublease to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlord, the parties Subleased Premises shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease be deemed to include the expansion space and other applicable rental terms within thirty Applicable Space, (30ii) days of Tenant's receipt from Landlord of Base Rent under this Sublease shall be increased on a proposed amendment. If Tenant fails to respond to the Landlord within such ten pro rata basis (10) day period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt per square foot rental rate) based on the additional rentable square footage of the Landlord's offer to respond Applicable Space, as reasonably determined by Sublessor, (iii) Sublessee’s Pro Rata Share as set forth in Paragraph 4(B) above shall be increased based on the additional rentable square footage of the Applicable Space, (iv) the amount of the Security Deposit required hereunder shall be increased by an amount equal to the Landlord last three (3) months of Tenant's intent to exercise its Base Rent for the Expansion Premises and (v) there shall be no additional Allowance. Notwithstanding the foregoing, Sublessee’s right to lease such space at such base rent. If Tenant so notifies Landlordsublease any Expansion Premises that, taken with the parties shall enter into a new lease for such expansion space within thirty (30) days initial Subleased Premises and any other portions of the Tenant's receipt from Premises that are subleased, would cause fifty percent (50%) or more of the Landlord Premises to be subleased for more than fifty percent (50%) of a proposed lease, or amend this the remaining Lease to include Term shall be conditioned upon Master Lessor’s waiver of its rights under Section 14.4 of the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Master Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such space.

Expansion Option. Provided Sublessee shall be permitted to accelerate the Commencement Date as to each Phase of the Subleased Premises at the then current Base Rent under this Sublease in affect at such time, provided that Tenant such Phase is not then being occupied, subleased, licensed or otherwise used by Sublessor in default accordance with this Sublease and Sublessor has no intention to use, license or sublease such Phase prior to the 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 foregoing, Sublessor shall be permitted to require Sublessee to enter into an amendment of any of this Sublease to amend the Base Rent schedule in Paragraph 4.A and other applicable provisions of this Lease and is still in occupancy Sublease herein to reflect such acceleration. If, during the Term, Sublessor elects to sublease to an unaffiliated third-party all or any portion of the PremisesPhase III Premises or Phase IV Premises (the “ROFR Space”), and subject to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant Sublessee shall have ten (10) days after receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at accelerate the same net effective rent Commencement Date of this Sublease as is being offered to such other partyROFR Space in accordance with the terms of this Paragraph. Tenant On a receipt of any bona fide third party offer with respect to the ROFR Space that Sublessor intends to accept (the “Third Party Offer”), Sublessor shall deliver to Sublessee notice that Sublessor intends to accept such offer (the “Offer Notice”). Sublessee shall have 72 hours seven (7) business days after receipt Sublessor’s delivery of the Landlord's offer Offer Notice to respond deliver written notice to Sublessor of Sublessee’s election to accelerate the Commencement Date as to such ROFR Space identified in the Offer Notice to the Landlord of Tenant's intent commencement date specified in the Third Party Offer. Failure by Sublessee to exercise its right timely deliver a notice to lease Sublessor shall constitute a refusal. Upon such space at such base rent. If Tenant so notifies Landlordrefusal, Sublessee shall be free to sublease the parties shall enter into a new lease for such expansion space within thirty (30) days of ROFR Space described in the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond Third Party Offer to the Landlord within such 72 hour period, party making the Third Party Offer or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's any other party on any terms and conditions that Sublessor elects and thereafter Sublessee shall have no further right of first refusal shall expire with respect to such spaceROFR Space; provided, however, such refusal shall not affect Sublessee’s right and obligation to add the ROFR Space to the Subleased Premises on the applicable Commencement Date for such Phase.

Expansion Option. Provided Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Tenant Sublessor is not then in default occupying or which Sublessor intends to vacate, and said notice shall specify the period of any time that Sublessor intends to keep such space vacant (the "Vacancy Period"). Following receipt of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or a portion of the provisions unoccupied Leased Premises, or the space to be so vacated by Sublessor, as the case may be, by delivering written notice (the "Expansion Notice") to Sublessor at least 30 ---------------- days prior to the expiration of the Vacancy Period. In the Expansion Notice, Sublessee shall specify which additional portion or portions of the Leased Premises (the "Additional Subleased Premises") it desires to occupy as part of ----------------------------- the Subleased Premises. Sublessor shall sublease to Sublessee the Additional Subleased Premises upon the terms and conditions of this Sublease, and Sublessee shall be liable for all costs, expenses and obligations of every kind relating to the Additional Subleased Premises that Sublessor is required to pay to Comerica arising out of the Lease and is still in occupancy of the Premises, and subject relating to the expansion rights or rights of first refusal of existing tenants in effect on the Commencement Date, the Landlord shall offer first to the Tenant the right to lease adjacent space to the Additional Subleased Premises on and after the second floor of date that Sublessee occupies the Building or space that becomes available on the first floor of the Building at the then market lease rate for the Crown Center complex. Landlord shall notify Tenant in writing when any adjacent space to the Premises on the second floor or space on the first floor of the Building becomes available, and Tenant shall have ten (10) days after receipt of the Landlord's written notice to respond to the Landlord of Tenant's intent to exercise its right to lease any such space. If Tenant so notified Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such ten (10) day period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's first right of refusal shall expire with respect to such space. If Tenant does not exercise its right to lease adjacent space to the Premises on the second floor of the Building or space that becomes available on the first floor of the Building pursuant to the immediately preceding paragraph, and Landlord subsequently offers to lease such space to another party at a net effective rent that is less than the net effective rent initially offered to Tenant, Landlord shall offer to Tenant a right of first refusal to lease such space at the same net effective rent as is being offered to such other party. Tenant shall have 72 hours after receipt of the Landlord's offer to respond to the Landlord of Tenant's intent to exercise its right to lease such space at such base rent. If Tenant so notifies Landlord, the parties shall enter into a new lease for such expansion space within thirty (30) days of the Tenant's receipt from the Landlord of a proposed lease, or amend this Lease to include the expansion space and other applicable rental terms within thirty (30) days of Tenant's receipt from Landlord of a proposed amendment. If Tenant fails to respond to the Landlord within such 72 hour period, or if a lease (or an amendment to this Lease) is not entered into within such thirty (30) day period, then the Tenant's right of refusal shall expire with respect to such spaceAdditional Subleased Premises.