Common use of Option to Terminate Clause in Contracts

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 that certain day which is the last calendar day of the forty-second (42nd) complete calendar month following the Expansion Date (the “Early Termination Date”) upon not less than nine (9) months prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), ; provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, hereof “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second First Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. If during the Term either the Premises or any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty, the Landlord shall have the option (which it may exercise by giving written notice thereof to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall restore the Premises as soon thereafter as is reasonably possible to their condition on the date of completion of Landlord’s Work, taking into account any delay experienced by the Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until the Premises are so repaired, the Base Rent (and each installment thereof) and the Additional Rent shall ▇▇▇▇▇ in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty percent (50%), of the Premises rendering the Premises untenantable, any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty, or the repairs are estimated by the Landlord to require more than six (6) months from the date of the casualty to complete, the Tenant shall have the right option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage or destruction occurs) to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord receives all Base Rent, Additional Rent and other sums and charges payab1e by the Notice to Terminate or as of the Early Termination Date, Tenant hereunder and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” accrued through such date (as hereinafter defined) plus (ii) an amount equal justly apportioned to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy date of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsuch termination).

Option to Terminate. Provided that Tenant is not then in default under this Lease, Tenant shall have the right an ongoing option to terminate the this Lease (the “Termination RightOption”). The effective date of this termination shall be the date that is specified in the Termination Notice (defined below) effective as of September 30,2014 (the “Early Termination Date”). Tenant shall exercise the Termination Option by (i) upon delivering to Landlord no less than ninety (90) days’ prior written notice (the “Termination Notice”) of such election to terminate this Lease and (ii) paying to Landlord the Termination Payment (as hereinafter defined) concurrently with the Termination Notice. If Tenant properly delivers the Termination Notice and makes the Termination Payment in a timely manner, then this Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided Early Termination Date in Section 2.M. above, (B) Tenant is not in default under accordance with the terms of this Lease. If Tenant fails to make the Termination Payment in a timely manner, then the Termination Option shall, at Landlord’s option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no exercise thereof shall be effective, if a default shall exist under this Lease either as of the date Landlord receives on which the Termination Notice to Terminate is given or as of the Early Termination DateDate provided, and (B) however, notwithstanding anything in this Lease to the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of contrary. Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy acceptance of the Lease Costs incurred along with the amortization schedule upon completion Termination Payment shall constitute Landlord’s approval of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely Tenant’s exercise of the Termination RightOption for all purposes. Upon Tenant’s delivering the Termination Notice, any and all rights of Tenant to extend the Early Termination Date Term or to lease additional space in the Building, whether pursuant to a right of first offer, a right of first refusal, an expansion option, or otherwise, shall immediately be deemed void and of no further force or effect. All obligations of either party to the Expiration Date of the other which accrue under this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the LeaseDate shall survive such termination. For the purposes hereof, As used herein. “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant Notwithstanding the provisions of Section 2(a) to the contrary, Sublandlord and Subtenant shall each have the right option to terminate this Sublease (the Lease “Option to Terminate”) at any time during the Term of this Sublease upon at least one hundred and eighty (180) days prior written notice (“Termination RightNotice”) effective from Sublandlord to Subtenant or from Subtenant to Sublandlord, but no such Termination Notice may be sent by either party prior to the end of the thirtieth (30th) month anniversary of the Sublease Commencement Date. In the event Sublandlord shall exercise the Option to Terminate pursuant to the provisions set forth herein, the Term of this Sublease shall expire and come to an end as of September 30,2014 the date set forth in Sublandlord’s notice but not earlier than the third (3rd) anniversary of the Sublease Commencement Date (hereinafter referred to as the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (as if that day was the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer date definitely fixed in this Sublease for any the termination of the three (3) Offered Spaces as provided in Section 2.M. aboveTerm hereof, (B) Tenant is not in default under but Subtenant shall continue to be liable for the terms of the Lease either as of the date Landlord receives the Notice payments accruing up to Terminate or as of and including the Early Termination Date, and including, but not limited to, any additional rent allocable to the period through such Early Termination Date even though such additional rent may be determined at a later date. Sublandlord shall pay Subtenant an amount equal to $201.21 multiplied by the number of days that elapse from the third (B3rd) anniversary of the Notice Sublease Commencement Date to the Early Termination Date on the Early Termination Date if Sublandlord sent the Termination Notice. In the event Subtenant shall exercise the Option to Terminate is accompanied by pursuant to the provisions set forth herein, the Term of this Sublease shall expire and come to an end as of the date set forth in Subtenant’s notice but not earlier than the third (3rd) anniversary of the Sublease Commencement Date (also referred to as the “Early Termination Date”) as if that day was the date definitely fixed in this Sublease for the termination of the Term hereof, but Subtenant shall continue to be liable for the payments accruing up to and including the Early Termination Date, including, but not limited to, any additional rent allocable to the period through such Early Termination Date even though such additional rent may be determined at a termination payment equal to (i) later date and Subtenant shall pay Sublandlord on the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Early Termination Date an amount equal to the Base Rent that would unamortized (amortized over four (4) years) amount of the attorney fees and commissions paid by Sublandlord. At the expiration or earlier termination of this Sublease, Sublandlord shall have been due and payable the right on ninety (90) days notice to Subtenant to purchase the Furniture listed on Exhibit C for one dollar ($1.00) in consideration of Sublandlord entering into this Sublease, or Sublandlord in its sole discretion may elect on ninety (90) days notice to Subtenant to require the Subtenant to remove the Furniture within five (5) full calendar months business days following the Early Termination Date. Landlord shall provide Tenant a copy expiration or earlier termination of the Lease Costs incurred along with the amortization schedule upon completion this Sublease or, if later, ninety (90) days following receipt of the Expansion Premises Improvements notice from Sublandlord to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementSubtenant requiring such removal.

Option to Terminate. Landlord hereby grants to Tenant shall have the right a one-time option to terminate this Lease on the Lease (“Termination Right”) effective as 30th day of September 30,2014 (June 2004, but only upon the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) following terms and conditions. A. That Tenant is not in material default under any of the terms, covenants and conditions of this Lease on the part of Tenant to be performed both at the time of the exercise of the option and on the termination date. B. That Tenant give Landlord twelve (12) months' prior written notice of Tenant's election to exercise the option, such notice to be actually received by Landlord at least twelve (12) months prior to date the option is to take effect. C. That Tenant pay to Landlord with the aforesaid notice the sum of Three Hundred Eighty-Nine Thousand and No/100 Dollars ($389,000.00) as consideration for this Lease termination. D. That Tenant and all persons claiming under or through Tenant vacate the demised premises not later than the termination date and return the premises to Landlord in good condition, normal wear and tear excepted. E. That all leasehold improvements which are Landlord's property under this Lease remain in the premises as part of the realty as provided in Article 7 and other provisions of this Lease. Tenant shall remove any alterations or improvements required to be removed by Tenant under the terms of this Lease and restore the Lease either premises as required not later than the termination date. F. That this option shall be self-operating and that, once exercised by Tenant no further documentation by the parties hereto shall be necessary in order to terminate this Lease. G. That time is expressly made of the date Landlord receives the Notice to Terminate or as essence of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementoption.

Option to Terminate. If during the Term either the Premises or any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty thereby rendering the Premises totally or partially inaccessible or unusable, the Landlord shall have the option (which it may exercise by giving written notice thereof to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through the date of termination (as justly apportioned to such date). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction as soon thereafter as is reasonably possible, taking into account any delay experienced by the Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until the Premises are so repaired, the Base Rent (and each installment thereof) and the Additional Rent shall ▇▇▇▇▇ in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If, within forty-five (45) days after the occurrence of the damage or destruction described in this section 12.1, Landlord determines in its sole but reasonable judgment that the repairs and restoration cannot be substantially completed within one hundred eighty (180) days after the date of such damage or destruction, and provided Landlord does not elect to terminate this Lease pursuant to this section, then Landlord shall promptly notify Tenant of such determination. For a period continuing through the later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice, Tenant shall have the right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior by providing written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided which date of termination shall be not more than thirty (A30) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of days after the date Landlord receives the Notice of Tenant’s notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement).

Option to Terminate. A. Damage or Destruction of Substantially All of the Improvements: In the event that substantially all of the Improvements are damaged or destroyed by a Casualty that is not the result of the willful misconduct of Tenant shall have or any of its agents, employees, members, or contractors, Tenant may, at its option (exercised with reasonable promptness in the right circumstances, but in all events within ninety (90) days after the date Tenant receives the written notification of the estimated time to remedy such Casualty), terminate this Lease Agreement by (i) serving upon Landlord notice within such period setting forth Tenant's election to terminate this Lease Agreement as a result of such Casualty as of the end of the calendar month in which such notice is delivered to Landlord and (ii) paying to Landlord, concurrently with the service of such notice, pro- rated portion of Annual Rental through the date of said termination. Upon the service of such notice and the making of such Payments within the foregoing time period, this Lease Agreement shall cease and terminate on the date specified in such notice with the same force and effect as if such date were the date originally fixed as the Lease Expiration Date. Failure to terminate this Lease Agreement within the foregoing time period shall constitute an election by Tenant to keep this Lease Agreement in force. If Tenant elects to so keep this Lease Agreement in full force and effect, Landlord shall commence to perform the Casualty Repair Work and prosecute such Casualty Repair Work to completion as provided in this Article 10, unless the Casualty occurs at any time during the last four (“Termination Right”4) effective as years of September 30,2014 (the “Early Termination Date”) upon prior Lease Term in which event Landlord may elect to terminate this Lease Agreement by written notice to Landlord on or before January 15Tenant within one hundred twenty (120) days after such Casualty, 2014 (the “Notice with such termination to Terminate”), provided (A) be deemed a termination by Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of this Article 10. B. Definition of Substantially All of the Lease either as Improvements: For the purposes of this Article, "Substantially All of the Improvements" shall be deemed to be damaged or destroyed if such Casualty causes an Untenantable Condition to exist, or be reasonably expected to exist, for more than two (2) years from the date of the Casualty. The determination of whether the Fairgrounds can be rebuilt, repaired and/or reconfigured in order to remedy such Untenantable Condition within such two (2) year period shall be made within sixty (60) days of the date Landlord receives the Notice to Terminate or as of the Early Termination DateCasualty by an independent architect mutually, selected by ▇▇▇▇▇▇▇▇ and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement▇▇▇▇▇▇.

Option to Terminate. Except as set forth below, Tenant shall have the right option to terminate the this Lease with an effective date of termination (“Termination Right”) effective as of September 30,2014 (the “"Early Termination Date”") upon prior any time after August 31, 2003. Tenant may exercise such option by giving Landlord written notice to Landlord ("Termination Notice") at any time on or before January 15after May 1, 2014 2003. Such notice shall specify the (the “Notice to Terminate”), provided (Ai) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, which date shall be less than 120 days of delivery of the Termination Notice (the "Option Period") and (Bii) the amount of additional space desired by Tenant. If Landlord is able to locate suitable expansion space for Tenant adjacent to the Leased Premises or in other space in the project and Landlord and Tenant mutually agree in writing on the lease terms and conditions for such expansion space within the Option Period, then the Termination Notice shall not be effective to Terminate terminate this Lease. If the expansion space is accompanied not located on the same floor as and contiguous to the Leased Premises, then any alternative space proposed by a termination payment equal to Landlord must be: (i) a single, contiguous block of space on a single floor in the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus Project and (ii) an large enough to accommodate the Expanded Premises and the amount equal to of additional space desired by Tenant. If no such written agreement is executed within the Base Rent that would have been due and payable for the five (5) full calendar months following Option Period, then this Lease shall terminate on the Early Termination Date. Tenant agrees to pay Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements an amount equal to determine amount owed if Tenant exercises this Option to Terminate$10,315.68 (Termination Fee). The parties agree that Termination Notice shall be valid only if Tenant fails to exercise accompanied by a cashier's check in the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise amount of the Termination RightFee. If this Lease is not terminated, then the Termination Fee shall be refunded to Tenant upon the parties written agreement regarding expansion space. If all of the foregoing conditions are timely satisfied by Tenant, and if Tenant pays all rent (including Base Rent and any additional Rent), Tenant's Pro Rata Share of Excess Operating Costs, and any other charges or costs owing under this Lease through such Early Termination Date, this Lease shall terminate on the Early Termination Date shall be deemed the Expiration Date of as if such date were the Lease and Tenant Expiration Date, this Lease shall surrender the Leased Premises Terminate on or before the Early Termination Date as if such date were the Lease Expiration Date, in accordance with . The foregoing option and rights are subject to there having been no uncured and continuing Event of Default on the terms part of the Tenant under the Lease. For , are personal to the purposes hereoforiginal Tenant executing the Lease, “Lease Costs” may not be assigned, and shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseavailable to, and exercisable by, Tenant only when the original Tenant is in actual possession and physical occupancy of the Leased Premises. Should Tenant fail to perform any of its required obligations under this section (ii) including, without limitation, paying the following amountsTermination Fee at the same time as the Termination Notice), paid or provided in connection with then this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, Option to Terminate shall terminate and tenant allowances or other Tenant inducementbe null and void.

Option to Terminate. Tenant shall have the right option to terminate the this Lease (“Termination Right”) in its entirety, on a one-time basis, effective as of September 30,2014 June 30, 2010 (the “Early Lease Termination Date”) ), but only upon prior the satisfaction of all of the following conditions: 32.1 Tenant must give Landlord written notice of its intention to Landlord on or before January 15terminate not later than July 1, 2014 (2009. 32.2 Tenant must be paying Rent, and all Rent and obligations due through the “Notice Lease Termination Date shall continue to Terminate”)be paid and performed by Tenant to Landlord, provided (A) Tenant has not exercised its Right and no Event of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default Default shall exist under the terms of the Lease Lease, either as of the date Landlord receives of Tenant’s notice of election to terminate or thereafter, for the Notice to Terminate or as remainder of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to Term. 32.3 Tenant shall also reimburse Landlord for (i) the unamortized balance cost (on a straight-line basis) of Landlordall Broker’s “Lease Costs” (as hereinafter defined) commission paid by Landlord in connection with this Lease, plus (ii) an amount equal the unamortized cost of all Tenant Improvements paid for by Landlord with respect to the Base Rent that would have been due Lease; such unamortized cost shall be calculated based upon an assumed amortization of all such costs over an eight (8) year period, at six percent (6%), plus (iii) the unamortized portion of the rent abated hereunder; and payable such sum, which shall either be set forth on SCHEDULE F which shall be attached hereto once the pricing for the five (5) Tenant Improvements has been completed or shall be set forth in a separate writing between Landlord and Tenant, shall be paid in full calendar months following not later than the Early Lease Termination Date. Landlord . 32.4 The Premises shall provide Tenant a copy be surrendered on the Lease Termination Date in the same condition as when received, Permitted Alterations, normal wear and tear and other obligations of the Landlord pursuant to this Lease Costs incurred along with the amortization schedule upon completion excepted. 32.5 Tenant’s breach of, or other lapse of failure of, any of the Expansion Premises Improvements to determine amount owed if Tenant exercises foregoing conditions of this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with Section shall render this Section, then said Termination Right lease termination option ineffective and shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise void any notice of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementtermination previously made by Tenant.

Option to Terminate. Tenant shall have the one-time right to terminate the Lease (“Termination RightOption”) to terminate this Lease on the last day of the eighty fourth (84th) month of Lease Term (“Termination Date”), upon the following terms and conditions (and if such terms and conditions are not fully satisfied, the Termination Option shall be null and void with no further force and effect): (a) Tenant shall give Landlord written notice (the “Termination Notice”) of Tenant’s election to exercise the Termination Option on or before nine (9) months prior to the Termination Date. The termination shall be effective as of September 30,2014 (the “Early Termination Date”. (b) upon There is no Event of Default beyond any applicable cure period by Tenant either on the date that Tenant exercises the Termination Option, or at any time prior written notice to the Termination Date; and (c) With the delivery of the Termination Notice, Tenant shall pay to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to five (5) months of the Base Rent that would have been due and payable for the five (5) full calendar months following month period after the Early Termination Date. Landlord shall provide In the event Tenant a copy timely and properly exercises the Termination Option, the term of the Lease Costs incurred along with the amortization schedule upon completion shall terminate effective as of the Expansion Premises Improvements to determine amount owed if Termination Date. Basic Monthly Rent and all other monetary obligations under the Lease shall be paid through and apportioned as of the Termination Date, and neither Landlord nor Tenant exercises this Option to Terminateshall have any rights, liabilities or obligations accruing under the Lease, after the Termination Date, except for such rights and liabilities which, by the terms of the Lease are obligations of the Tenant or Landlord which expressly survive the expiration of the Lease. The parties agree that if Termination Option shall automatically terminate and become null and void upon (i) the failure of Tenant fails to timely or properly exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further Option; or (ii) Tenant’s right to terminate possession of the Lease. Upon timely Premises being terminated prior to the exercise of the Termination Right, the Early Termination Date Option. The rights contained in this Section 2 shall be deemed personal to the Expiration Date originally named Tenant and may be exercised only by the originally named Tenant (and not any assignee, sublessee, or other transferee of Tenant’s interest in this Lease) and only if the originally named Tenant occupies at least seventy five percent (75%) of the Lease and Tenant shall surrender Existing Premises as of the Leased Premises on or before date it exercises the Early Termination Date, Option in accordance with the terms of this section. Notwithstanding the Leaseforegoing, Tenant’s subsidiaries and Affiliates shall also have the right to exercise the Extension Options. For purposes of this provision, the purposes hereof, term “Lease CostsAffiliate” shall be the mean any corporation or other entity controlling, controlled by, or under common control with (idirectly or indirectly) cost of improvements to the Expansion Premises constructed at Landlord’s expenseTenant, and (ii) the following amountsincluding, paid or provided in connection with this Second Amendment only: brokerage commissionswithout limitation, any free rent parent corporation controlling Tenant or rent reductions, Landlord legal fees, and tenant allowances or other any subsidiary that Tenant inducementcontrols.

Option to Terminate. (a) Tenant shall have the a one-time right to terminate accelerate the Lease Expiration Date (“Termination RightAcceleration Option”) effective as of September 30,2014 the Lease, with respect to the entire Premises only, from January 31, 2024 to January 31, 2022 (the “Early Accelerated Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided if: (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (Bi) Tenant is not in default beyond any applicable notice and cure period under the terms of the Lease either as of the date Tenant provides Landlord receives the with an Acceleration Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus ); and (ii) an amount equal no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and (iii) the Lease has not been assigned except to the Base Rent that would have been due and payable for the five a Tenant Affiliate; and (5iv) Landlord receives notice of acceleration (“Acceleration Notice”) not less than twelve (12) full calendar months following prior to the Early Accelerated Termination Date. (b) If Tenant exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice shall pay to Landlord a fee in the amount of the then-unamortized portion of any concessions, commissions, allowances or other expenses incurred by Landlord in connection with the Premises (the “Acceleration Fee”) as a fee in connection with the acceleration of the Expiration Date and not as a penalty. For purposes hereof, the “then-unamortized portion” shall be the amount outstanding on the given Accelerated Termination Date had a loan been made to Tenant on the Commencement Date equal to the given concessions, commissions and allowances and other expenses incurred by Landlord in connection with the Premises so as to fully amortize such amount over a term of one hundred eighty (180) months commencing on the Commencement Date and ending on the originally scheduled Termination Date at an interest rate of 10%. Tenant shall remain liable for all Annual Fixed Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. (c) If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults beyond any applicable notice and cure period in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall provide be returned to Tenant, after first applying such Acceleration Fee against any past due Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant a copy shall remain liable for the payment of the Acceleration Fee and for all Annual Fixed Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. (d) As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease Costs incurred along with or to expand the amortization schedule upon completion Premises (whether expansion options, rights of the Expansion Premises Improvements to determine amount owed if first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms Lease as of the Lease. For the purposes hereofsuch date, “Lease Costs” shall immediately be the (i) cost deemed terminated and no longer available or of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid any further force or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementeffect.

Option to Terminate. 30.1 Provided that no Event of Default shall exist under this Lease or would exist but for the pendency of any cure period provided for in Section 20.1 herein, either on the date Tenant delivers its Termination Notice (as hereinafter defined) or on the Termination Date (as hereinafter defined), Tenant shall have the one-time right to terminate this Lease with respect to all or any portion of the Lease (“Termination Right”) effective Premises as of September 30,2014 the last day of the seventy-second (72nd) full calendar month following the Commencement Date (the “Early Termination Date”) upon by giving Landlord at least nine (9) months prior written notice (the “Termination Notice”) accompanied by a payment of a termination fee (the “Termination Fee”) to Landlord in the amount of the unamortized portion of all tenant improvements and commissions paid by Landlord in connection with this Lease (including the commissions paid to the Brokers and the Tenant Work Allowance), which amount shall accrue interest at 8.0% per annum and be amortized over the initial Term for which Basic Rent is payable. If Tenant exercises this right to terminate this Lease, Tenant’s Right of First Offering, Right of First Refusal, and Renewal Option shall automatically terminate and be of no further force and effect. Tenant’s failure to pay such Termination Fee simultaneously with Tenant’s delivery of its Termination Notice shall render void the termination of this OFFICE LEASE PAGE 41 Park Ten Plaza – RigNet, Inc. Table of Contents Lease and this Lease shall continue in full force and effect. Tenant shall pay all Rent due to and through the Termination Date specified and shall surrender the Premises to Landlord on or before January 15the Termination Date in the manner and in the condition provided for in this Lease. Tenant shall permit Landlord or its Agents, 2014 at any time and without notice, to enter the Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants during such nine (the “Notice 9) month period. The Termination Fee shall not be deemed to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default be Rent payable under the terms of the Lease either as of the date this Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance in consideration of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right agreement to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementas herein provided.

Option to Terminate. Provided that Tenant is not then in default under this Lease, Tenant shall have the right an ongoing option to terminate the this Lease (the “Termination RightOption”). The effective date of this termination shall be the date that is specified in the Termination Notice (defined below) effective as of September 30,2014 (the “Early Termination Date”). Tenant shall exercise the Termination Option by (i) upon delivering to Landlord no less than ninety (90) days’ prior written notice (the “Termination Notice”) of such election to terminate this Lease and (ii) paying to Landlord the Termination Payment (as hereinafter defined) concurrently with the Termination Notice. If Tenant properly delivers the Termination Notice and makes the Termination Payment in a timely manner, then this Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided Early Termination Date in Section 2.M. above, (B) Tenant is not in default under accordance with the terms of this Lease. If Tenant fails to make the Termination Payment in a timely manner, then the Termination Option shall, at Landlord’s option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no exercise thereof shall be effective, if a default shall exist under this Lease either as of the date Landlord receives on which the Termination Notice to Terminate is given or as of the Early Termination DateDate provided, and (B) however, notwithstanding anything in this Lease to the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of contrary. Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy acceptance of the Lease Costs incurred along with the amortization schedule upon completion Termination Payment shall constitute Landlord’s approval of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely Tenant’s exercise of the Termination RightOption for all purposes. Upon ▇▇▇▇▇▇’s delivering the Termination Notice, any and all rights of Tenant to extend the Early Termination Date Term or to lease additional space in the Building, whether pursuant to a right of first offer, a right of first refusal, an expansion option, or otherwise, shall immediately be deemed void and of no further force or effect. All obligations of either party to the Expiration Date of the other which accrue under this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the LeaseDate shall survive such termination. For the purposes hereof, As used herein. “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. A. Damage or Destruction of Substantially All of the Improvements: In the event that substantially all of the Improvements are damage or destroyed by a Casualty that is not the result of the willful misconduct of Tenant shall have or any of its agents, employees, members, or contractors, Tenant may, at its option (exercised with reasonable promptness in the right circumstances, but in all events within ninety (90) days after the date Tenant receives the written notification of the estimated time to remedy such Casualty), terminate this Lease Agreement by (i) serving upon Landlord notice within such period setting forth Tenant’s election to terminate this Lease Agreement as a result of such Casualty as of the end of the calendar month in which such notice is delivered to Landlord and (ii) paying to Landlord, concurrently with the service of such notice, pro-rated portion of Annual Rental through the date of said termination. Upon the service of such notice and the making of such Payments within the foregoing time period, this Lease Agreement shall cease and terminate on the date specified in such notice with the same force and effect as if such date were the date originally fixed as the Lease Expiration Date. Failure to terminate this Lease Agreement within the foregoing time period shall constitute an election by Tenant to keep this Lease Agreement in force. If Tenant elects to so keep this Lease Agreement in full force and effect, Landlord shall commence to perform the Casualty Repair Work and prosecute such Casualty Repair Work to completion as provided in this Article 10, unless the Casualty occurs at any time during the last four (“Termination Right”4) effective as years of September 30,2014 (the “Early Termination Date”) upon prior Lease Term in which event Landlord may elect to terminate this Lease Agreement by written notice to Landlord on or before January 15Tenant within one hundred twenty (120) days after such Casualty, 2014 (the “Notice with such termination to Terminate”), provided (A) be deemed a termination by Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementArticle 10.

Option to Terminate. Tenant shall have the one-time right to terminate the Lease and surrender possession of the Premises at the end of the thirty-sixth (“Termination Right”36th) effective as of September 30,2014 month following the Rent Commencement Date (the “Early Termination Date”) upon prior by providing written notice to Landlord of its intent to terminate (the “Termination Notice”) on or before nine (9) months prior to the Termination Date (the “Option Date”), together with a payment in the amount of $106,037.50 representing one-half (1/2) of the $212,075.00 termination fee (the “Termination Fee”) accompanying the Termination Notice. The second installment of the Termination Fee in the amount of $106,037.50 shall be due and payable on the Termination Date. The Termination Fee equals the sum of (a) a penalty in the amount of $21,000.00, (b) unamortized leasing commissions paid by Landlord in the amount of $48,312.00, and (c) the unamortized cost of the Landlord Improvements in the amount of $142,763.00 (based upon the estimated cost of that portion of the Landlord Improvements that are specific to Tenant’s use). At such time as the actual cost of the Landlord Improvements is determined, the Termination Fee shall be re-calculated by Landlord and notice of same shall be furnished to Tenant. Effective on the Termination Date, Tenant shall surrender the Premises in the condition required hereunder and the rights, liabilities and obligations of the parties hereunder shall cease and terminate, except that: (a) each party shall remain liable for all outstanding amounts due under the Lease and other obligations owing under the Lease that have accrued on or prior to the Termination Date, and (b) all obligations of the parties under the Lease, including Tenant’s environmental indemnification of Landlord, accruing on or prior to the date that Tenant vacates the Premises or arising out of Tenant’s occupancy of the Premises, shall remain in full force and effect. In the event the Termination Notice and the first installment of the Termination Fee are not delivered to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of Option Date or the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise second half installment of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises Fee is not delivered to Landlord on or before the Early Termination Date, the option to terminate contained within this Paragraph 27 shall be null and void and of no further force or effect and the Lease shall continue in accordance with the terms of the Leaseits terms. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement28.

Option to Terminate. Tenant shall have the right to terminate this Lease at any time after the Lease fifth (“Termination Right”5th) anniversary of the Commencement Date. Such termination shall be effective as no earlier than six (6) months after Tenant’s delivery of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord. Said termination right shall only be exercised if Tenant provides documentation reasonably satisfactory to Landlord on or before January 15, 2014 evidencing the sale of fifty percent (the “Notice to Terminate”), provided (A50%) Tenant has not exercised its Right of First Offer for any of the stock of EMPI, Inc. to a single purchaser, Tenant’s participation in a merger, or the sale of all or substantially all of Tenant’s assets. Tenant will have the right to continue to occupy the Premises pursuant to the terms of this Lease after the written notice of termination until the earlier of (i) the date Tenant elects to vacate the Premises or (ii) the date Landlord requests possession of the Premises from Tenant based on Landlord’s written notification. Said notification from Landlord will provide Tenant with a minimum of three (3) Offered Spaces months from date of said notification until complete vacation of the Premises by Tenant. If Tenant elects to exercise its Option to Terminate, Tenant will be required to pay a $500,000 termination penalty to Landlord as provided in Section 2.M. abovefollows: $250,000 of this termination penalty will be due upon receipt of the termination notice by Landlord and the balance will be paid upon termination of Tenant’s occupancy. Said termination penalty will be reduced by the difference between $500,000 and Landlord’s actual out-of-pocket costs for re-leasing the Premises, which costs shall include all “lost rental income”, as defined below, all lost operating expense reimbursements (B) Tenant including taxes and insurance), all reasonable brokerage commissions and all reasonable tenant improvements required of Landlord to re-let the Premises (“Termination Fee Credit”), which difference is not in default referred to herein as “Tenant’s Refund.” “Lost rental income” shall equal the Base Rent payable under this Lease from the terms effective date of termination over the balance of the Term of the Lease either (not including unexercised renewal terms), less all rent payable under the lease with the replacement tenant. As soon as said Termination Fee Credit has been calculated, but in no event later than two (2) months after the commencement date of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied a lease by a termination payment equal replacement tenant, Landlord will send to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of statement outlining the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise calculation of the Termination RightFee Credit in reasonable detail along with Tenant’s Refund, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementif due.

Option to Terminate. In the event (a) the Premises are damaged by fire, explosion or other casualty insured under the fire and extended coverage insurance policy required hereunder (an "Insured Casualty") to the extent that such damage materially adversely affects Tenant's ability to use the Premises for its business purposes and the Premises cannot be or is not repaired, replaced and restored by Landlord within 6 months from the date of the casualty, (b) the Premises are damaged by a casualty or occurrence other than an Insured Casualty, and Landlord elects not to rebuild at its cost, (c) such damage occurs at any time within the last twelve (12) months of the Lease Term, or (d) the Premises or any portion thereof, is damaged by fire, explosion or other casualty and the Premises cannot be repaired, rebuilt or restored to substantially the same or similar condition, under any applicable law, code, ordinance or other governmental order or under any other agreement to which the Premises are subject (a "Prohibited Casualty"), then in such event, Tenant may terminate this Lease by giving Landlord written notice of termination. In any such event, all Rent payable hereunder shall be apportioned to the date of such damage or destruction and Landlord shall be entitled to receive and retain all insurance proceeds relating to the Building Elements payable by reason of such occurrence. Insurance proceeds relating to the Tenant Equipage payable by reason of such occurrence shall be paid to and be the property of Tenant. Tenant shall also have the right and option to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date of such damage or destruction if the holder of any mortgage covering the Premises refuses to make the net insurance proceeds available for restoration and Landlord receives the Notice also refuses to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Dateprovide such funds. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date Such option shall be deemed exercised by Tenant giving written notice thereof to Landlord within 30 days after Landlord notifies Tenant that the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall funds will not be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementavailable.

Option to Terminate. If the Building or the Demised Premises shall be damaged or destroyed by fire or other casualty (in the former case, whether or not the Demised Premises are damaged or destroyed) so as to require an expenditure in Landlord's reasonable opinion of more than 40% of the full insurable value (determined prior to the casualty) of the Building or Demised Premises as the case may be, then in either such case, Landlord may terminate this Lease by giving Tenant written notice within ninety (90) days after the date of the casualty, specifying the date of termination of this Lease. In such event, Tenant shall forthwith quit, surrender and vacate the premises without prejudice, however, to Landlord's rights and remedies against Tenant (or any rights or remedies which Tenant may have against Landlord which are expressly set forth in this Lease) as of the date of termination or as to those rights which survive such termination. In the event of termination, the Rent payable hereunder shall be abated from the date of damage or destruction. If Landlord's estimate (which estimate shall be given no later than thirty (30) days following the date of the damage or destruction) of the time required to repair the Demised Premises (so that Tenant can reasonably conduct its business therein) exceeds twelve (12) months from the date of such damage or destruction, Tenant shall have the right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior by giving written notice to Landlord on or before January 15, 2014 within thirty (the “Notice to Terminate”), provided (A30) Tenant has not exercised its Right of First Offer for any days after receipt of the three (3) Offered Spaces as provided in Section 2.M. aboveLandlord's estimate. If Tenant exercises such termination right, (B) Tenant is not in default under the terms of the Lease either as of shall terminate on the date Landlord receives specified in the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.notice

Option to Terminate. Provided that Tenant shall have is the right to terminate the original tenant under this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant and is not in default under this Lease and there has not occurred an event which, with notice and/or lapse of time, would constitute a default hereunder both at the terms time of the Lease either exercise and as of the date Landlord receives the Notice "Early Termination Date" (as defined herein), Tenant shall have a one-time option to Terminate or terminate this Lease as of the expiration of the forty-first (41st) month of the First Additional Term only (the "Early Termination Date") by giving written notice of its election to do so to Landlord six (6) months prior to the Early Termination Date, and (B) the Notice which notice, to Terminate is be effective, shall be accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount "Termination Payment" equal to the Base Rent that would have been due sum of the then-unamortized amount of all of Landlord's out-of-pocket costs incurred in connection with the negotiation and payable execution of this Lease and the performance of Landlord's Work, including attorneys' fees and costs (which fees and costs shall not exceed $1,500) and brokers' commissions ("Landlord's Costs"), with interest thereon at the rate of ten percent (10%) per annum from and after December 1, 1997, plus the amount of $18,983.58 (i.e., one (1) month's worth of Monthly Rental for the five thirty (530) full calendar months following day period after the Early Termination Date). Landlord shall provide In the event that Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements is either not entitled to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant or fails to exercise the Termination Right foregoing option strictly in accordance with this Sectionthe time and manner specified herein, then said Termination Right such option shall automatically lapse and shall not thereafter be exercisable by Tenant. Within sixty (60) days after Tenant's request therefor, which shall be made, if at all, within one year after commencement of the First Additional Term, Landlord shall advise Tenant of the total amount of Landlord's Costs so incurred, and the burden shall be on Tenant to ascertain such amount within sufficient time to timely and properly exercise the option set forth herein. Tenant shall have no further right the right, by written notice to terminate the Lease. Upon timely exercise Landlord given within thirty (30) days after receipt of the Termination Right, the Early Termination Date shall be deemed the Expiration Date Landlord's statement of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, Landlord's Costs in accordance with the terms of the Lease. For the purposes hereofforegoing, “Lease Costs” shall be the (i) cost of improvements to request additional information from Landlord as to the Expansion Premises constructed at Landlord’s expenseamount thereof, and Landlord shall provide to Tenant within thirty (ii30) days after Tenant's request therefor, reasonable back-up documentation as to the following amounts, paid or amount of Landlord's Costs. Tenant's failure to request such additional information when and in the manner provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.the preceding sentence shall render Landlord's statement of Landlord's Costs binding on Tenant,

Option to Terminate. Tenant Lessee shall have the right to terminate the Lease a one-time option (“Termination RightOption”) effective as to terminate this Lease at any time during the Term of September 30,2014 this Lease (the “Early Termination Date”), subject to and in accordance with the following terms and conditions: (a) upon prior Lessee shall give Lessor written notice (“Termination Notice”) of ▇▇▇▇▇▇’s election to Landlord exercise the Termination Option at any time during the Term of this Lease, and ▇▇▇▇▇▇ shall not thereafter be entitled to revoke such election. A Termination Notice, once given by ▇▇▇▇▇▇, is irrevocable by ▇▇▇▇▇▇. (b) There shall not have occurred and be continuing any default by Lessee under this Lease beyond the expiration of any applicable grace or cure period, either on the date that Lessee exercises the Termination Option or before January 15the Termination Date. If Lessee exercises the Termination Option, 2014 the following shall also apply: (a) Within ten (10) days after the Termination Date, Lessee shall pay to Lessor a termination fee (the “Notice Termination Fee”) equal to Terminate”)the lesser of (i) the Rent for the twelve (12) calendar months after the month in which the Termination Option is exercised, provided or (Aii) Tenant has not exercised its Right of First Offer the Rent for any the remainder of the three Term. (3b) Offered Spaces No exercise of the Termination Option shall release or relieve Lessee of its obligation to pay Lessor all rent and other charges under this Lease, as provided in Section 2.M. above, (B) Tenant is not in default and when due under the terms of this Lease, through the Termination Date. (c) This Lease either shall be terminated effective as of the date Landlord receives Termination Date as if the Notice to Terminate term of this Lease expired by the passage of time on such date, and neither Lessor or as Lessee shall have any further rights or obligations under this Lease, except for those that expressly survive the expiration or termination of this Lease. (d) On the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord ▇▇▇▇▇▇ shall provide Tenant a copy surrender possession of the Lease Costs incurred along with Leased Premises to Lessor in the amortization schedule upon completion condition required at the expiration of the Expansion Premises Improvements to determine amount owed if Tenant exercises Term of this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this SectionLease, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date failing which Lessee shall be deemed to be holding over and the Expiration Date provisions of the this Lease and Tenant with regard to holdover shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementapply.

Option to Terminate. Provided that the Tenant in use and occupation of all of the Leased Premises is Navarre Corporation or a permitted Transferee as provided for in Section 7.01(d) herein and it has not been and is not then in default of its covenants and obligations under this Lease beyond any applicable cure period, the Tenant shall have the right an option to terminate the this Lease (the “Termination RightOption to Terminate”) effective as of September 30,2014 on such date falling between March 1, 2012 and February 28, 2013, both inclusive (the “Early Effective Termination Date”) ), as may be elected by the Tenant in accordance with this section. This Option to Terminate is conditional upon prior the Tenant delivering to the Landlord a written notice to Landlord on or before January 15, 2014 (the “Termination Notice”) electing to exercise the same, which Termination Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of must be received by the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of Landlord by the date Landlord receives which is six (6) months prior to the Notice to Terminate or as of the Early Effective Termination Date, . The Termination Notice: (i) shall specify an effective termination date that shall be at least six (6) months following the date that the Termination Notice is delivered to the Landlord; and (Bii) the Notice to Terminate is shall be accompanied by a lease termination payment equal fee payable to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Landlord in an amount equal to six (6) months gross Rent (the Base “Termination Fee”). Such Termination Fee shall be based on; (a) the Basic Rent otherwise payable in the year in which the Effective Termination Date occurs and; (b) the Additional Rent payable at the time the Termination Notice is delivered, plus applicable goods and services or harmonized sales tax. For clarity, it is understood and agreed that would have been due the Termination Fee is in addition to and shall not be credited against the Rent payable for pursuant to this Lease prior to the five (5) full calendar months following the Early Effective Termination Date. Landlord shall provide Tenant a copy of In the Lease Costs incurred along with event that the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise deliver the Termination Right strictly in accordance with this SectionNotice to the Landlord prior to November 1, 2012 accompanied by the Termination Fee, then said Termination Right the Option to Terminate shall automatically lapse not be effective and shall no longer be available to the Tenant. The Tenant shall have no further right to terminate the Lease. Upon timely exercise of covenants and agrees that if the Termination Right, Notice and the Early Termination Date shall be deemed Fee are delivered by the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) as aforesaid, then the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.shall apply:

Option to Terminate. Tenant shall have the one-time right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Option”) upon receipt of the 14th Floor TCO (the “TCO Date”), such termination to become effective on the final day of the month that is ninety (90) days after the Termination Notice Date (as defined below) (the “Termination Date”), provided that (i) upon prior Landlord receives written notice of Tenant’s election to terminate this Lease (the “Termination Notice”) on or before thirty (30) days after the TCO Date (time being of the essence) (the “Termination Notice Date”), (ii) no Default shall exist under this Lease or the 14th Floor Agreements, or would exist but for the pendency of any cure period provided for in Section 20 herein, Section 20 of the 14th Floor Lease, or Section 7 of the 14th Floor Project Management Agreement, as applicable, as of the Termination Notice Date or as of the TCO Date, and (iii) Tenant shall pay to Landlord, with the Termination Notice, a termination fee (the “Termination Fee”) in an amount equal to the sum of all unamortized brokerage commissions, and unamortized Base Rent Abatement incurred by Landlord in connection with this Lease. Failure by Tenant to timely pay the Termination Fee shall render any exercise of the Termination Option void and of no further effect. In the event that Tenant has not fulfilled any of the conditions to the exercise by Tenant of the Termination Option or to the Termination Option being valid and effective, Tenant’s right to terminate this Lease, and any purported exercise of the Termination Option, shall lapse and shall be void and of no further force and effect. In such event, any sums which Tenant has paid to Landlord on account of the Termination Fee shall be applied by Landlord to the Base Rent and Additional Rents which thereafter shall become due under this Lease, less any costs incurred by Landlord in connection with Tenant’s attempt to exercise the Termination Option. In addition to the Termination Fee, Tenant shall be obligated to pay all Rent due to and through the Termination Date and shall surrender the Premises to Landlord on or before January 15, 2014 the Termination Date in the manner and in the condition as herein provided. Tenant shall permit Landlord or Landlord’s Related Parties (the “Notice to Terminate”as hereinafter defined), provided (A) Tenant has at any time upon reasonable notice, to enter the Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants after the Termination Notice Date. The Termination Fee shall not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default be deemed to be Rent payable under the terms of the Lease either as of the date Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance in consideration of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal agreement to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of terminate the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminateas herein provided. The parties agree that if Tenant fails to exercise the Termination Right strictly Upon termination in accordance with this SectionSection 2(d), then said Termination Right shall automatically lapse and Tenant neither party shall have no further right any obligations to terminate the other under this Lease except for those obligations that survive expiration or earlier termination of this Lease as expressly set forth in this Lease. Upon timely exercise Notwithstanding a termination of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with this Section 2(d), the terms of the Lease. For the purposes hereof, “Lease Costs” 14th Floor Agreements shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, remain unmodified and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, full force and tenant allowances or other Tenant inducementeffect.

Option to Terminate. If Tenant (1) needs additional office space and Landlord cannot provide such space in one of its facilities which is within five (5) miles of the building or (2) decides to close its Massachusetts office., then, provided (i) that Tenant is not, at the date of the exercise of the option granted hereby or at the date of the relevant termination, in default of its obligations under this Lease beyond any applicable period of notice and grace, and (ii) that Tenant has not assigned this Lease or sublet the Premises, so that the original Tenant named herein remains in occupancy of the Premises, that Tenant shall have the right right, on the date which is forty-two (42) months after the Term Commencement Date (the "Termination Date"), to terminate the this Lease (“Termination Right”) effective as of September 30,2014 by Tenant giving Landlord notice (the “Early Termination Notice") of its intention so to terminate, which notice shall not be less than one hundred and eighty days (180) prior to the Termination Date”) upon prior written notice to Landlord on or before January 15. If Tenant exercises its termination option as aforesaid, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the then this Lease either shall terminate as of the date Termination Date without further liability on the part of either Landlord receives or tenant, provided, however, that Tenant shall pay to Landlord, as a condition to the effectiveness of the Termination Notice, a payment (the "Termination Payment") equal to six (6) months of the then Basic Rent. One half of said Termination Payment shall be due with the Termination Notice and one-half due on the Termination Date. If Tenant does not elect to exercise the Option to Terminate or as of on the Early Termination Date, and (B) then the Notice Option to Terminate is accompanied by shall expire and cannot be excised on a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Datelater date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if If Tenant exercises this Option to Terminate. The parties agree that if Tenant fails Terminate because of its intention to exercise close its Massachusetts office then the actual closing date, of the office, must be the same as the Termination Right strictly in accordance with Date of this SectionLease. If Tenant exercises this Termination Option because Tenant requires additional office space and Landlord cannot provide the additional space, then said Termination Right shall automatically lapse Tenant must enter into a lease, for the required larger space, at another location under the same terms and Tenant shall have no further right to terminate conditions as its current Lease except that the Lease. Upon timely exercise of Demised Premises and Basic Rent may be more than the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the then Basis Rent required under this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementAgreement.

Option to Terminate. If Tenant is unable, despite good-faith efforts, to secure at least Fifteen Million Dollars ($15,000,000) in financing of any type (including without limitation venture funding, acquisition, stock sale, or other funding) within eleven (11) months of the Extension Commencement Date, Tenant shall have the a one-time right to terminate the Lease (the “Termination RightOption”) effective as of September 30,2014 April 30, 2016 (the “Early Termination Date”) upon prior written ). To exercise the Termination Option, Tenant must provide Landlord with a notice to Landlord on or before January 15, 2014 (of Tenant’s exercise the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the Termination Option at least three (3) Offered Spaces as provided in Section 2.M. abovemonths but not more than four (4) months prior to the Termination Date, which notice must state that Tenant has failed to secure such financing, and briefly describe the current status of Tenant’s efforts to secure such financing. If Tenant receives such (Ba) Tenant is not in default shall be fully liable for the payment to Landlord of all Rent and other charges owed under the terms of Lease which shall become due through and including the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy prompt and complete performance of all terms and conditions of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise through and including the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Date; (b) Tenant shall surrender the Leased Premises on or before to Landlord no later than the Early Termination Date in the condition in which the Premises is required to be delivered to Landlord upon the expiration of the Term; (c) if Tenant shall remain in possession of the Premises beyond the Termination Date, then Tenant shall be a tenant holding over as provided in accordance with the terms Lease; and (d) all obligations of the parties which would survive the expiration of the Lease shall also survive the early termination of the Lease. For In the purposes hereofevent Tenant does not provide Landlord with the required notice set forth in the second sentence of this Section 4 within the time period contained therein, “this Termination Option will be deemed null and void, and the Lease Costs” shall continue in full force and effect without giving any effect to this paragraph. In such event, Tenant shall be fully obligated under the (i) cost Lease for the remainder of improvements to the Expansion Premises constructed at Landlord’s expense, Term and (ii) the following amounts, paid or provided in connection with shall have no right of termination under this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementparagraph.

Option to Terminate. If fire or other casualty shall render the whole or any material portion of the Demised Premises unsuitable for the conduct of Tenant's normal business operations thereon, but the Demised Premises could commercially reasonably be restored to its condition immediately prior to such casualty within two hundred ten (210) days from the date of such event, Landlord shall promptly commence and diligently pursue to completion the repair and restoration of the Demised Premises to their condition prior to the fire or other casualty and complete such work promptly but, in any event, within such two hundred ten (210) day period (subject to Force Majeure) and notify Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written that it will be doing so, such notice to Landlord on or before January 15, 2014 be mailed within thirty (the “Notice to Terminate”), provided (A30) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of days from the date Landlord receives the Notice to Terminate of such damage or as of the Early Termination Datedestruction, and this Lease shall remain in full force and effect. If the Demised Premises cannot commercially reasonably be expected to be made tenantable within two hundred ten (B210) days from the Notice date of such event, Landlord or Tenant, by notice in writing to Terminate the other, mailed within thirty (30) days from the date of such damage or destruction, may terminate this Lease effective upon a date which is accompanied by a termination payment equal to thirty (30) days from the date of such notice. In the event of such termination, (i) the unamortized balance of Landlord’s “Tenant shall pay to Landlord (or its Mortgagee, as their interests may appear) all proceeds received by Tenant from casualty insurance policies required to be carried by Tenant under this Lease Costs” (as hereinafter defined) plus (ii) an amount equal and attributable to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense's Improvements, and (ii) all unearned rent and other charges paid in advance shall be refunded to Tenant. In the following amountsevent Landlord elects to rebuild or restore the Demised Premises and fails to complete said restoration or repairs within the time period set forth hereinabove, paid Tenant may, upon thirty (30) days written notice to Landlord given within two hundred twenty (220) days from the date of casualty, terminate the Lease and said Lease shall terminate unless Landlord completes the restoration or provided repair within said thirty (30) day notice period, in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, which case the Lease will remain in full force and tenant allowances or other Tenant inducementeffect.

Option to Terminate. Tenant shall have a one time option to terminate this Lease effective as of March 31, 2016 (the “Termination Date”), upon the terms and conditions provided herein. Tenant shall exercise such right to terminate upon delivery of a written notice thereof to Landlord (the “Termination Notice”) given not less than nine (9) months prior to the Termination Date. In connection with the exercise of the option to terminate provided herein, Tenant shall pay to Landlord a "Termination Fee", which is defined as that amount equal to the sum of (a) the unamortized portion of (i) the cost of the Work for Suite 520 described in Exhibit C of this Lease, (ii) the commissions and fees paid by Landlord to the Brokers in the lease of Suite 520; (iii) the cost of the tenant improvements incurred for Suite 525 (which Tenant has been occupying prior to the Date of Execution pursuant to a Sublease Agreement with Phygen, as referenced in the Schedule to this Lease) in the amount of Twenty-Seven Thousand One Hundred Eighty-Five and 00/100 Dollars ($27,185.00), and (iv) the commissions and fees paid by Landlord to the Broker in the lease of Suite 525 in the amount of Nine Thousand Two Hundred Forty and 00/100 Dollars ($9,240.00), such amortization for items (i) through (iv) to be made evenly over the number of months of the Term in which payments of Monthly Base Rent are made by Tenant, at an annual interest rate of eight percent (8%), and (b) Seven Thousand Nine Hundred Thirteen and 00/100 Dollars ($7,913.00) (representing two (2) months of Monthly Base Rent which would have been due for the two (2) months immediately following the Termination Date). The Termination Fee shall be payable as of the date of the Termination Notice and shall accompany such Notice. Tenant may only exercise the option to terminate described herein if at the time Tenant notifies Landlord of the exercise of the option to terminate and as of the Termination Date Tenant is not then in default under this Lease beyond applicable notice and cure periods. The Termination Notice may not be modified or withdrawn by Tenant after delivery thereof to Landlord. In addition to the payment of the Termination Fee as provided herein, Tenant shall continue to be obligated to pay all Monthly Base Rent and additional rent arising under this Lease through the Termination Date. Upon an exercise by Tenant of the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightprovisions hereof, the Early Termination Date shall be deemed to be the New Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the right an option to terminate the Lease (the “Termination RightOption”) effective as on the first (1st) day of September 30,2014 the thirty-seventh (37th) calendar month of the Lease Term (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the following terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to conditions: (i) the unamortized balance of The Termination Option is personal to Tenant and may not be transferred or assigned unless it is transferred or assigned to an affiliate (which transfer or assignment has been approved by Landlord’s “Lease Costs” (as hereinafter defined) plus ); (ii) an amount equal Tenant delivers to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy irrevocable written notice of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely its exercise of the Termination RightOption no later than six (6) months prior to the Termination Date; (iii) On or prior to the Termination Date, Tenant shall pay a fee (the Early “Termination Date Fee”) in the amount of the sum of the unamortized tenant improvement costs paid by Landlord, plus the unamortized real estate brokerage commissions paid by Landlord, plus two (2) months’ rent at the then-current rate; (iv) On or prior to the Termination date, Tenant surrenders the Premises and all improvements, alterations, and additions to Landlord in the condition required under the Lease; and, (v) Notwithstanding anything contained in the Lease to the contrary: (a) Tenant shall pay to Landlord rent and other charges which accrue under the Lease until the Termination Date, said rent and charges shall be deemed payable at the Expiration Date same time and place as they would have been payable under the Lease; (b) rent and charges for any partial month shall be prorated, and Tenant shall remain liable following the termination of the Lease to pay the full amount of all adjustment to rental and Tenant shall surrender charges payable on an estimated basis or otherwise subject to adjustments, including, without limitation, payment of taxes and other operating expenses payable under this Lease through the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, ; and (iic) the following amountstermination of this Lease shall not terminate Tenant’s obligations under this Lease which expressly survive the termination of this Lease, paid or provided in connection with this Second Amendment only: brokerage commissionsincluding, without limitation, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementof Tenant’s indemnification obligations under this Lease.

Option to Terminate. Tenant shall have the right (A) Lessor grants to Lessee one (1) option to terminate the term of this Lease (“Termination Right”) with regard to the entire Demised Premises only, with such termination to be effective as of September 30,2014 11:59 p.m., December 31, 2003 (the “Early "Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”"), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces that Lessee exercises such option as set forth below, and further provided in Section 2.M. above, (B) Tenant that Lessee is not in default under this Lease (i) due to its failure to timely make any payment of Monthly Rent, of any additional rent arising under and pursuant to the provisions of the Section of this Lease entitled "OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES", or both, in any case after notice of such failure has been given to Lessee by Lessor as hereinafter provided in this Lease and Lessee has not timely exercised its opportunity to cure such failure as so provided, (ii) due to Lessee's bankruptcy or insolvency, (iii) due to Lessee's assignment of this Lease in contravention of the provisions of the Section of this Lease entitled "ASSIGNMENT AND SUBLETTING", and Lessee's failure to timely cure or correct such matter after notice has been given thereof by Lessor, (iv) due to Lessee's subleasing of areas within the Demised Premises to any party, other than a Permitted Licensee (as hereinafter defined), in contravention of the provisions of the Section of this Lease entitled "ASSIGNMENT AND SUBLETTING", and Lessee's failure to timely cure or correct such matter after notice has been given thereof by Lessor, or (v) due to Lessee's having undertaken Alterations of the Demised Premises from and after January 1, 2001 in contravention of the provisions of the Section of this Lease entitled "ALTERATIONS", the value of which Alterations as reasonably estimated by Lessor are in excess Seventy Five Thousand and 00/ 100ths Dollars ($75,000.00) and Lessee's failure to timely cure or correct such matter after notice has been given thereof by Lessor (collectively items (i) through (v) being hereinafter referred to as a "Material Default"), either on the date Lessee notifies Lessor of its intent to exercise this option or at any time thereafter up to and including the Termination Date. Lessee may exercise this option only by serving on Lessor written notice of its intent to exercise this option no later than 5:00 p.m. on June 30, 2002. (B) As consideration for Lessor granting to Lessee this option to terminate the term of this Lease with regard to the Original Premises and the Additional Premises., and provided that Lessee subsequently exercises such option to terminate, Lessee shall pay to Lessor on or before thirty (30) days prior to the Termination Date a termination fee in an amount equal to the sum of (i) Four Hundred Forty-five Thousand and 00/100ths Dollars ($445,000.00) (being equal to approximately thirty percent (30%) of (a) the unamortized value of the Allowance using a straight line amortization schedule and (b) the unamortized value of leasing commissions incurred and paid by Lessor to Lessee's real estate broker in conjunction with the making of this Lease (using a straight line amortization schedule based upon a lease term of ten (10) calendar years) and (ii) the product of (a) three (3) times (b) the sum of the then applicable Monthly Rent for the Original Premises and the Additional Premises, and Lessee's then current obligation for Estimated Payments (collectively such amounts due and owing to Lessor under (i) and (ii) above being defined in the aggregate as the "Termination Payment"). The Termination Payment shall be delivered to Lessor in immediately available funds, United States of America currency. (C) If Lessee (i) is in Material Default of this Lease, (ii) fails to timely and properly give to Lessor notice of Lessee's exercise of this option to terminate as hereinabove provided, or (iii) fails to deliver the Termination Payment to Lessor no later than thirty (30) calendar days prior to the Termination Date, then Lessee shall be deemed to have waived its rights to exercise this option to terminate and the Lease shall continue in full force and effect. Lessee shall have no further option to terminate the term of this Lease before the expiration of its natural term. (D) If Lessee timely, properly and fully complies with all provisions of this Section of the Lease, then the term of this Lease shall expire as of 11:59 p.m. on the Termination Date, as if the Lease had naturally expired on such date, with each party being equally released and discharged from any obligations to observe the terms and conditions if this Lease accruing after the Termination Date. Lessee shall continue to be liable for all rent, including Monthly Rent and additional rent accrued, including additional rent arising through application of the provisions of the Section of this Lease either entitled "OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES", and accruing through the Termination Date. Lessee shall deliver possession of the Demised Premises to Lessor as of the date Landlord receives the Notice to Terminate or as Termination Date free of the Early Termination Dateany existing tenancies, subtenancies and occupancies, free and clear of personal property of Lessee and such others and in broom clean condition, and with no claims (or threats of claims) of liens of any kind. (E) The Termination Penalty provided for in Section (B) of this Section shall apply only with regard to the Notice termination of this Lease with regard to Terminate is accompanied the Original Premises and the Additional Premises. If Lessee shall have leased any spaces in the Building pursuant to the provisions of this Lease, and subsequently gives its notice of termination of this Lease to Lessor pursuant to this Section, Lessee shall be obligated to pay to Lessor, with the Termination Penalty, as additional consideration related to the termination of this Lease with. regard to such additional space(s). The consideration for termination of this Lease with regard to such spaces shall be determined at the time Lessor and Lessee reach agreement on the terms under which Lessee shall lease such space from Lessor and the amount of such termination penalty with regard to such space shall be recited in any addendum to this Lease reflecting such transaction. The termination penalty fixed for and applicable to any space so leased by a termination payment equal to Lessee shall be the sum of (i) the unamortized balance value of Landlord’s “Lease Costs” any tenant concessions (as hereinafter definede.g. buildout allowances, rent abatement, etc.) plus granted to Lessee in conjunction with the leasing of such space (iiusing a straight line amortization schedule), (h) an amount equal the unamortized value of any leasing commissions incurred and paid by Lessor in conjunction with the leasing of such space to Lessee (using a straight line amortization schedule based upon a lease term equivalent to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy remainder of the term of this Lease Costs incurred along with the amortization schedule upon completion regard to such space, without consideration of the Expansion Premises Improvements any option to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Sectionextend available), then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.and

Option to Terminate. If during the Term either the Premises or any portion of the Building are substantially damaged or destroyed by fire or other casualty, the Landlord shall have the option (which it may exercise by giving written notice thereof to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination and subject to the abatement described below). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall restore the Premises as soon thereafter as is reasonably possible to their condition on the date of completion of Landlord’s Work, taking into account any delay experienced by the Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until the Premises are so repaired, the Base Rent (and each installment thereof) and the Additional Rent shall ▇▇▇▇▇ in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty percent (50%) of the Premises is damaged thereby rendering such portion of the Premises untenantable, or any portion of the Building or the Project is substantially damaged or destroyed by fire or other casualty, or the repairs are estimated by the Landlord to require more than six (6) months from the date of the casualty to complete, the Tenant shall have the right option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage or destruction occurs) to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord receives all Base Rent, Additional Rent and other sums and charges payable by the Notice to Terminate or as of the Early Termination Date, Tenant hereunder and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” accrued through such date (as hereinafter defined) plus (ii) an amount equal justly apportioned to the Base Rent that would have been due date of such termination and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements subject to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementabatement described above).

Option to Terminate. Tenant shall have the a one time right to terminate the Lease on *1 (“Termination Right”) effective as of September 30,2014 (the “"Early Termination Date”) upon "). In order to exercise such option, Tenant shall give Landlord prior written notice ("Termination Notice") on *2 of its election to Landlord on or before January 15, 2014 (the “terminate this Lease. The Termination Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is shall be valid only if accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) cashier's check in an amount equal to $*3 ("Termination Fee"). If all of the Base Rent that would have been due and payable for the five (5) full calendar months following foregoing conditions are timely satisfied by Tenant, this Lease shall terminate on the Early Termination Date as if such date were the Lease Expiration Date. Landlord shall provide The foregoing option and rights are subject to there existing no Event of Default of which Tenant a copy has been notified and no prior Event of Default which Tenant failed to cure within any applicable cure period, are personal to the original Tenant executing the Lease, may not be assigned; provided, however, such right to terminate may also be exercised by any parent, affiliate or subsidiary of Tenant, or any entity acquiring Tenant, to which this Lease may have been assigned. Time is of the Lease Costs incurred along with essence in the amortization schedule upon completion exercise of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Tenant's Option to Terminate. The parties agree that if Should Tenant fails fail to exercise such option and deliver notice thereof to Landlord, or fail to perform any of its required obligations under this section within the time periods set forth above (including, without limitation, paying the Termination Right strictly Fee at the same time as the Termination Notice), then this Option to Expand shall terminate and be null and void. Within ten (10) days of Tenant's receipt of an invoice for same, Tenant shall promptly pay to Landlord the unamortized amount (factored with a ten percent annual interest rate) of the Allowance utilized by Tenant in accordance the construction of the Leasehold Improvements and any brokerage fees and commissions paid by Landlord in conjunction with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant Sublessee shall have the option to terminate -------------------- this Sublease, subject to the following provisions: Sublessee shall exercise the option to terminate this Sublease, if at all, by written notice to Sublessor given not later than October 31, 1998. If Sublessee exercises the option to terminate, then the Sublease shall terminate effective on July 31, 1999; provided that if, and only if, Sublessee has exercised its termination option, -------- Sublessor shall have the right, upon not less than three months prior written notice to Sublessee, to terminate the Sublease effective as of the end of any month after January 31, 1999 and prior to July 31, 1999. In the event that Sublessee exercises its option to terminate the Sublease, Sublessee shall pay to Sublessor an early termination penalty equal to one month's Base Rent (in the amount in effect as of the date of termination) which penalty shall be due and payable on the date three months prior to the effective date of the termination. In addition, Sublessee will reimburse Sublessor for fifty percent (50%) of any reasonable brokerage commissions (not in excess of standard commissions for office buildings in Palo Alto) incurred by Sublessor in re- subleasing the Sublet Premises and one hundred percent (100%) of reasonable out-of-pocket expenses incurred by Sublessor for marketing and brochures in connection with such subsequent re-subletting and 100% of reasonable attorneys' fees in connection with such subsequent re-subletting, not to exceed $5,000. Sublessee shall have the right to terminate conduct a search for and attempt to locate a subsequent subtenant provided that such subsequent subtenant shall be subject to the Lease (“Termination Right”) effective reasonable approval of Sublessor, which consent shall not be unreasonably withheld. Sublessor may, in its sole discretion, direct the retention or retain the services of ▇▇▇▇ ▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇▇ as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer listing broker for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsubsequent sublease.

Option to Terminate. a. Tenant shall have the right option to terminate the Lease (“"Termination Right”Option") effective as of September 30,2014 either the first day of the 60th month of the Term (as may be redefined pursuant to Section 1.b.iv. above) or as of the first day of the 90th month of the Term (as may be redefined pursuant to Section 1.b.iv. above) (the “Early Termination date selected being the "Accelerated Expiration Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”"), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) if: i. Tenant is not in default under the terms Lease at the Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and ii. Landlord receives notice of acceleration ("Acceleration Notice") not less than 12 full calendar prior to the selected Accelerated Expiration Date. b. Tenant shall remain liable for all Monthly Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Expiration Date even though ▇▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Expiration Date. c. Notwithstanding anything to the contrary herein, the Termination Option shall automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised such option, if Tenant is in default under the Lease (beyond applicable cure periods) on the Accelerated Expiration Date. d. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease either as or to expand the Premises (whether expansion options, rights of the date Landlord receives the Notice to Terminate first or as second refusal, rights of the Early Termination Datefirst or second offer, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord or other similar rights), shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall immediately be deemed the Expiration Date terminated and no longer available or of the Lease and Tenant shall surrender the Leased Premises on any further force or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementeffect.

Option to Terminate. Tenant shall have the right opportunity to terminate the Lease, which termination shall be effective on the first day of the thirteenth, (13th) month after the Commencement Date provided, however, that Tenant delivers written notice to Landlord that it has elected to so terminate the Lease, which written notice must be delivered at least one hundred twenty (120) days before the date upon which such termination is to become effective and, provided further, that, together with such written notice, Tenant shall deliver to Landlord a check in the amount of Thirty Thousand Dollars ($30,000.00), representing a non-refundable termination fee. In the event Tenant timely delivers such notice of termination and delivers, with such notice; the sum of money described above, then the Lease shall terminate effective on the date which is specified in such notice as if such date were the Termination Dame for all purposes of the Lease. Said sum of money shall be non-refundable and Landlord shall be entitled to retain the full amount, regardless of whether or not Landlord releases all or any part of the Premise. Any purported election to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has which does not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance comply with the terms of this option shall, at Landlord’s election, be ineffective. The option to terminate the lease granted to Tenant in this Amendment #1 is personal to Tenant and may not be exercised or be assigned by or to any patron or entity other than Tenant. The option to terminate does not extend to any subtenant. At Landlord’s election, the foregoing option to terminate may not be exercised and will not be effective if, either at the time of the exercise or at the time the Lease is to terminate, Tenant is not default of any of its obligations under the Lease. For the purposes hereofMay 30, 2000 Landlord: JFB Joint Venture Date By: Seneca I Limited Partnership, General Partner By: Emory Holdings Limited Partnership By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, General Partner Tenant: Scientific Engineering Solutions, Inc. By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President THIS AMENDMENT # 2 TO OFFICE LEASE AGREEMENT is made this 11th day of June 2003, by and between JFB JOINT VENTURE, a Maryland general partnership, hereinafter called “Lease CostsLandlord,” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseand SCIENTIFIC ENGINEERING SOLUTIONS, and (ii) the following amountsINC., paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementa Maryland corporation. hereinafter called “Tenant.”

Option to Terminate. Subject to Section 29.2 following, Tenant shall have, and is hereby given, the option to terminate this Lease effective as of the last day of the third (3rd) Lease Year, the fifth (5th) Lease Year or the seventh (7th) Lease Year (as chosen by Tenant) (the “Termination Date”), provided there exists no Event of Default on the date Tenant notifies Landlord of its intent to exercise this option and Tenant has not assigned the Lease in a transaction requiring Landlord’s consent. Tenant may exercise this option to terminate only by serving upon Landlord written notice of such election (the “Termination Notice”), with a copy of such Termination Notice to all Lessors and/or Mortgagees, provided that Landlord has designated such Lessors and Mortgagees in writing by notice from Landlord to Tenant, no later than twelve (12) months preceding the Termination Date, nor earlier than fifteen (15) months preceding the Termination Date (the “Required Termination Election Date”). Tenant shall, as a condition to such election, pay to Landlord a termination fee in the amount of (1) the Unamortized Transaction Costs Amount (as hereinafter defined), plus (2) the product of four (4) multiplied by the Fixed Rent monthly installment, Tax Estimate monthly installment and Expense Estimate monthly installment which would be due and owing for the calendar month immediately following the Termination Date if the Lease had not been terminated (collectively, the “Termination Fee”). Upon written request made no earlier than six (6) months prior to the Required Termination Election Date, Landlord shall advise Tenant of the dollar amount of component (1) of the Termination Fee. The Termination Fee shall be due and owing along with the Termination Notice, and shall be a condition to the effectiveness thereof. The portion of component (2) attributable to Tax Estimate and Expense Estimate shall be based upon an estimate provided by Landlord upon Tenant’s request and shall be subject to a true up as soon as reasonably possible following the Termination Date. The “Unamortized Transaction Costs Amount” shall mean Landlord’s unamortized upfront (including those incurred with respect to the Option Space) transaction costs (amortized at 10% over the Term), which costs include leasing commissions, improvement allowances, free rent (or similar concessions, which for purposes hereof, shall be deemed to include the rent for the Additional Premises which would have been paid had the right rent for the Additional Premises commenced on the Rent Commencement Date as opposed to the first day of the fourth (4th) Lease Year) and actual, reasonable, out-of-pocket attorneys fees. In the event Tenant elects to terminate the Lease (“Termination Right”) effective as pursuant to this Section 29.1, Tenant shall, in addition, remain fully obligated for all Rent and other charges, including Tenant’s prorated share of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided increases in Section 2.M. above, (B) Tenant is not in default Operating Expenses and Taxes incurred under the terms of Lease through the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal including amounts billed subsequent to the Base Rent that would have been due Termination Date and payable for properly allocable to the five (5) full calendar months following period prior to the Early Termination Date. In the event Tenant properly exercises this option, Landlord shall provide Tenant prepare and the parties shall execute a copy Termination of Lease Agreement within fifteen (15) days following the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if date on which Tenant exercises this Option its option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementterminate.

Option to Terminate. 35.1 Tenant shall have the a one time right to terminate the cancel this Lease (“Termination Right”) effective as of September 30,2014 the day preceding the fifth anniversary date of the Commencement Date (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided but this termination right shall only be effective upon strict compliance with the following terms and conditions: 35.1.1 Tenant shall give Landlord at least nine (A9) Tenant has not exercised its Right of First Offer for any full months’ prior irrevocable notice of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant election to terminate. Time is not in default under the terms of the Lease either essence as to this notice requirement and all other provisions of this termination article. 35.1.2 Simultaneously with the delivery of the date Landlord receives notice of termination, Tenant shall pay to Landlord, as consideration for the Notice to Terminate or as privilege of the Early Termination Datetermination, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the sum of the following: (a) nine (9) months’ installments of Base Rent that would have been due Rent; plus (b) nine (9) months’ installments of additional rent for Tenant’s Allocated Share of Operating Costs. 35.1.3 This termination right is conditioned upon (a) the Tenant not being in default under any of the terms, covenants, and payable conditions of this Lease beyond any applicable grace period; (b) no part of the Premises being sublet for a term extending beyond the five (5) full calendar months following the Early Termination Date. Landlord ; and (c) this Lease having not been assigned by Tenant; all three of the preceding conditions being met both at the date of delivery by Tenant of its written election to cancel and on the Termination Date. 35.1.4 Upon termination and payment as provided in this article, this Lease shall provide Tenant a copy cease and expire on the Termination Date with the same force and effect as if the Termination Date were the date originally provided in this Lease as the expiration date of the Lease Costs incurred along with Term. However, Tenant’s obligations to pay rent and to perform all other obligations under this Lease for the amortization schedule upon completion of period up to and including the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed survive the Expiration Date termination of this Lease. 35.1.5 On or prior to the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, Tenant shall vacate the Premises and surrender possession of the Premises to Landlord in accordance with the terms provisions of this Lease, as if the Termination Date were the original expiration date of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseTerm, and (ii) Tenant shall execute any documents reasonably required by Landlord regarding the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementtermination.

Option to Terminate. Tenant Subject to the fulfillment of each of the conditions set forth in this Section 24.1, the Lessee shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 option (the “Early "Termination Date”Option") upon prior written notice to Landlord on or before January 15, 2014 (market and complete the “Notice to Terminate”), provided (A) Tenant has not exercised its Right sale of First Offer for any Lessor's interest in all of the three Leased Assets under any Lease Supplement (3unless provisions with respect to joinder of remarketing options for the Leased Assets under more than one Lease Supplement are set forth in a Lease Supplement, in which case such exercise must comply with such provisions) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under on the terms Expiration Date for such Leased Asset. The Lessee's effective exercise and consummation of the Lease either Termination Option shall be subject to the due and timely fulfillment of each of the following provisions as to such Leased Asset as of the date Landlord receives dates set forth below. (a) Not later than six (6) months prior to such Expiration Date for such Leased Asset, the Notice Lessee shall give to Terminate or as the Lessor written notice of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely Lessee's exercise of the Termination RightOption, which exercise shall not preclude Lessee's right to exercise thereafter the Purchase Option with respect to such Leased Asset (in which case the exercise of the Purchase Option shall prevail and be irrevocable). On the date of the Lessee's notice to the Lessor of the Lessee's exercise of the Termination Option, no Event of Default shall exist and, in the case of each Construction Property included in such Leased Assets, the Early Termination Date Improvements on such Property shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, have been constructed in accordance with the terms Plans and Specifications and all conditions to Substantial Completion for such Construction Property shall have been satisfied. (b) Not later than one hundred twenty (120) days prior to such Expiration Date, the Lessee shall deliver to the Lessor an Environmental Audit for each Property included in such Leased Assets. Such Environmental Audit shall be prepared by an environmental consultant selected by the Lessee and approved in advance by the Lessor and shall contain conclusions satisfactory to the Lessor as to the environmental status of such Property. If any such Environmental Audit indicates any exceptions, the Lessee shall have also delivered a supplemental environmental assessment by such environmental consultant in form and substance satisfactory to the Lessor and dated prior to such Expiration Date showing the completion of the Lease. For the purposes hereofremediation of such exceptions in compliance with all Requirements of Law. (c) On such Expiration Date, “Lease Costs” no Event of Default or Default shall exist and none of such Leased Assets shall be the (i) cost of improvements subject to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementa Permitted Contest.

Option to Terminate. (a) Tenant shall have the right a one-time option to terminate the Lease (“Termination Right”) effective as of September 30,2014 after August 31, 2032 (the “Early Termination Date”) ), upon prior the terms and conditions provided herein. Tenant shall exercise such right to terminate upon delivery of a written notice thereof to Landlord on or before January 15, 2014 (the “Notice Early Termination Notice”) given not less than twelve (12) months prior to Terminate”the Early Termination Date. In connection with the exercise of the option to terminate provided herein, Tenant shall pay to Landlord a “Termination Fee” which is defined as that amount equal to the unamortized portion of (a) Landlord’s Contribution (as defined in the Workletter), provided and (Ab) Tenant has not exercised its Right the commissions and fees paid by Landlord to the Brokers, such amortization to be made evenly over the Term at an annual interest rate of First Offer for any eight percent (8%) plus an amount equal to two (2) months of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under Base Rent and additional Rent at the terms rate payable on the effective date of such termination. The Termination Fee shall be payable upon delivery of the Lease either as Early Termination Notice (and shall accompany such Notice). Tenant may only exercise the option to terminate described herein if at the time Tenant notifies Landlord of the date Landlord receives exercise of the Notice option to Terminate or terminate and as of the Early Termination Date, Date a Default beyond any applicable notice and (B) the cure period is then in existence. The Termination Notice may not be modified or withdrawn by Tenant after delivery thereof to Terminate is accompanied Landlord. Upon an exercise by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements right to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly terminate in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightprovisions hereof, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall to be the (i) cost expiration date of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementLease.

Option to Terminate. Tenant shall have the right option to terminate this Lease upon the terms and conditions set forth in this Section 2.03. If properly invoked by Tenant, this Lease (“Termination Right”) effective shall terminate as of September 30,2014 the last day of the seventh (7th) Lease Year (the “Early Termination Date”). To properly invoke such early termination right, Tenant must: (i) upon prior deliver Landlord written notice of Tenant’s irrevocable election to Landlord on or before January 15, 2014 so terminate (the “Notice to TerminateEarly Termination Notice”), provided which Early Termination Notice must be delivered to Landlord not less than twelve (A12) Tenant has not exercised its Right months prior to the Early Termination Date; (ii) pay to Landlord an early termination fee in the amount of First Offer for any Three Hundred Eight Thousand Thirty-Two and 00/100 Dollars ($308,032.00) (the “Early Termination Penalty”), which Early Termination Fee (1) shall be paid to Landlord in full at the time of Tenant’s delivery of the three Early Termination Notice; (2) is non-refundable to Tenant; and (3) Offered Spaces as provided shall be in Section 2.M. aboveaddition to, (B) Tenant is and not in default lieu of, all other rent and other payments due Landlord from Tenant under this Lease through and including the terms Early Termination Date. If properly invoked by Tenant in accordance with the foregoing provisions of the this Section 2.03, then this Lease either as of the date Landlord receives the Notice to Terminate or shall terminate as of the Early Termination Date, Tenant shall fully vacate the Premises on or before such date and (B) leave the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance Premises in broom clean condition, free and clear of Landlordall of Tenant’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal furniture, furnishings and equipment, and each party shall be released of any further liability to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy other hereunder as of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date other than accrued but unsatisfied obligations as of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsuch date.

Option to Terminate. Provided that Tenant is in possession of the Premises and paying Rent and otherwise in compliance with its obligations hereunder, Tenant shall have the right option to terminate the this Lease (“Termination Right”) effective on a one-time basis as of September 30,2014 the end of the eighty-fifth (85th) full calendar month next following the “Early Termination Date”) Commencement Date of the Term upon prior the following conditions: 3.3.1. Tenant must give Landlord written notice of its intention to Landlord on or before January 15, 2014 terminate at least six (6) full calendar months prior to the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any expiration of the eighty-fifth (85th) full calendar month of the Term. 3.3.2. Tenant shall pay Landlord a Lease Termination Fee equal to three (3) Offered Spaces as provided months' Basic Rent, calculated at the rate applicable to the month in which the Lease termination is to become effective. Tenant shall pay this amount concurrently with its notice of exercise of this option. 3.3.3. In addition to the payment required under Section 2.M. 3.3.2 above, for the fourth, fifth and sixth full calendar months next following the termination date, Tenant shall pay Landlord the monthly installment of Annual Basic Rent which would otherwise be due and payable under this Lease if, as of the commencement of each month during such three month period, Landlord shall not then have re-leased Premises to another tenant who shall have taken possession of the Premises. Tenant's liability under this subsection 3.3.3 shall not exceed three (B3) Tenant is not in default months' Basic Rent, calculated at rate otherwise due and payable under the terms of Lease with respect to each such month. Such sums shall be payable at time otherwise required under the Lease, as though the Lease had not been terminated. 3.3.4. In addition, Tenant shall also reimburse Landlord for the unamortized cost of all leasing commissions paid by Landlord to the Named Broker hereunder in connection with this Lease transaction ($200,000.00 being the total amount paid); such unamortized cost (based on an amortization over the original Term, in monthly installments, together with interest at the rate of 12% per annum) shall be paid concurrently with its notice of exercise of this option. 3.3.5. Tenant or its subtenant or assignee (as approved by Landlord if so required) must be paying Rent, and all Rent and Obligations due through the date of termination shall continue to be paid and performed by Tenant to Landlord, and no Event of Default shall exist under the Lease, either as of the date Landlord receives of Tenant's notice of election to terminate or thereafter, for the Notice to Terminate or as remainder of the Early Termination DateTerm. 3.3.6. The Premises shall be surrendered on the termination date in the same condition as when received, normal wear and (B) the Notice to Terminate is accompanied tear, damage by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due fire or casualty and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy other obligations of the Landlord pursuant to this Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementexcepted.

Option to Terminate. Section 33 of the Rider to Lease is deleted in its entirety and the following provision is substituted: Tenant shall have the right option to terminate the Lease (“Termination Right”) effective this Lease, on a one-time basis, as of September 30,2014 the end of the sixth (6th) Lease Year of the “Early Termination Date”) Term, but only upon prior the satisfaction of all of the following conditions: 6.1. Tenant must give Landlord written notice of its intention to terminate at least six (6) full calendar months prior to the date intended for termination. 6.2. Tenant shall pay Landlord on or before January 15a Lease Termination Fee equal to four (4) months' Basic Rent, 2014 calculated at the rate applicable for the seventh (the “Notice to Terminate”), provided (A7th) Tenant has not exercised its Right of First Offer for any Lease Year of the three (3) Offered Spaces as provided Term, such payment to be made in Section 2.M. abovefull not later than 120 days prior to the date scheduled for early termination of the Lease. 6.3. Tenant must be in actual possession of the Premises and paying Rent, (B) and all Rent and Obligations due through the date of termination shall continue to be paid and performed by Tenant is not in default to Landlord, and no Event of Default shall exist under the terms of the Lease Lease, either as of the date Landlord receives of Tenant's notice of election to terminate or thereafter, for the Notice to Terminate or as remainder of the Early Termination DateTerm. 6.4. Tenant shall also reimburse Landlord for the unamortized cost of all Leasehold Improvements, leasing commissions, if any, and (B) legal fees paid for by Landlord in connection with the Notice transaction of this Lease and not previously reimbursed to Terminate is accompanied Landlord by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due Tenant, and payable for the five (5) full calendar months following purpose of calculating such sum it shall be assumed that all such costs had been amortized over the Early Termination Date. Landlord shall provide Tenant a copy term of the Lease Costs incurred along with in consecutive and equal monthly installments inclusive of interest at the amortization schedule upon completion rate of 12% per annum; such sum shall be paid in full not later than 120 days prior to the date scheduled for early termination of this Lease. 6.5. The Premises shall be surrendered on the termination date in the same condition as when received, normal wear and tear and other obligations of the Expansion Premises Improvements Landlord pursuant to determine amount owed if Tenant exercises this Lease excepted. 6.6. Tenant's breach of, or other lapse of failure of, any of the foregoing conditions of this Section shall render this Lease Termination Option to Terminateineffective and shall void any notice of termination previously made by Tenant. 6.7. The parties failure of Tenant to take action in any manner or time periods set forth above or the commission by Tenant of an Event of Default under the Lease shall render this Lease Termination Option null and void and of no further force or effect. This Lease Termination Option is personal to the Tenant and, unless Landlord shall otherwise specifically agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Sectionwriting, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate upon the Lease. Upon timely exercise occurrence of an assignment of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of Tenant's interest in the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms a sublet of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost all or part of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementPremises.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 with respect to the original Premises only (the “Early Termination Option”), effective commencing as of the date (the “Termination Date”) that is the one hundred twentieth (120th) monthly anniversary of (i) the Commencement Date if the Commencement Date is the first day of a calendar month, or (ii) the first day of the first full calendar month following the Commencement Date if the Commencement Date is not the first day of a calendar month, upon prior and subject to the following terms, conditions and limitations: (a) Irrevocable written notice must be given by Tenant to Landlord at least nine (9) months (but no more than twelve [12] months) prior to the Termination Date; (b) The termination must be effective on the Termination Date, and no earlier or later date; (c) There must not be a default by Tenant at the time of exercise of the Termination Option or on the Termination Date; (d) Prior to the Termination Date, Tenant must pay Landlord (A) all unpaid Rent and any other unpaid costs and charges under this Lease for the period up to and including the Termination Date; plus (B) a termination fee (“Termination Fee”) in an amount equal to Six Hundred Seventy-Three Thousand Nine Hundred Seventy-One Dollars ($673,971); (e) Without limiting the foregoing, any obligations and liabilities of Tenant accruing under this Lease with respect to the original Premises prior to the Termination Date shall survive the Termination Date and any such exercise of the Termination Option, as shall any provisions of the Lease that are expressly stated in the Lease to survive its expiration or sooner termination; (f) The Termination Option shall automatically terminate and become null and void upon the earliest to occur of (i) the assignment of this Lease by Tenant, in whole or in part, to any party other than a Permitted Transferee, (ii) the sublease by Tenant of all or any portion of the Premises to any party other than a Permitted Transferee, (iii) the failure by Tenant to timely and properly exercise the Termination Option, (iv) the failure by Tenant to pay to Landlord, in full, the Termination Fee and any other amounts described in subsection (d) above prior to the Termination Date, or (v) Tenant exercises its rights pursuant to Section 24 for the Expansion Space; and (g) If Tenant timely and properly exercises the Termination Option, Tenant shall surrender full and complete possession of the original Premises to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms requirements of the this Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant grants Landlord the option to terminate this Lease upon at least twelve (12) months prior written notice to Tenant (the "Early Termination Notice") setting forth the date (the "Early Termination Date") on which the term of the Lease shall end. The Early Termination Date shall not be earlier than September 30, 2009 or later than December 31, 2010. Tenant shall have the right to terminate extend the Lease Early Termination Date up to five (“5) months in order to allow the completion of the academic semester during which the Early Termination Right”) effective as date occurs by giving Landlord written notice of September 30,2014 (extension of the “Early Termination Date which specifies the extended Early Termination Date”) upon prior written , such notice to Landlord on or before January 15, 2014 be given no later than thirty (the “Notice 30) days after Tenant's receipt of Landlord's Early Termination Notice. The extended Early Termination Date may be up to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under weeks after the terms last day of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the applicable academic semester but in no event more than five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, after the Early Termination Date specified in Landlord's notice. Landlord's Early Termination Notice shall be deemed certify that the Expiration Date tenant or other occupant of the Lease and High School of Environmental Studies located at 444 West 56th Street does not intend to extend its lease for an ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇nd September 30, 2009. Provided that Tenant shall surrender vacates the Leased Premises demised premises on or before the Early Termination DateElate (as the same may be extended under this Article) and surrenders possession thereof to Landlord on or before the Early Termination Date (as the same may be extended under this Article), in accordance with Landlord shall pay Tenant, within thirty (30) days after Tenant's timely surrender, the terms sum of $100,000 (the "Timely Surrender Payment") TIME BEING OF THE ESSENCE OF TENANT'S PERFORMANCE UNDER THIS ARTICLE. Tenant acknowledges and agrees that Tenant shall not be entitled to the payment of the Lease. For Timely Surrender Payment if Tenant remains in occupancy of the purposes hereof, “Lease Costs” shall demised premises or otherwise fails to surrender possession of the demised premises to Landlord on or before the Early Termination Date (as the same may be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with extended under this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementArticle).

Option to Terminate. Tenant shall have the one time right (the “Early Termination Option”) to terminate the this Lease (“Termination Right”) effective as of September 30,2014 the last day of the eighty-seventh (87th) full calendar month of the Term (the “Early Termination Date”), subject to the following terms and conditions: (i) upon prior Tenant must give Landlord written notice of its election to Landlord terminate this Lease on or before January 15the last day of the seventy-fifth (75th) full calendar month of the Term, 2014 (time being of the “Notice to Terminate”)essence, provided that Tenant shall not have the right to give such notice, and this Early Termination Option shall be void and of no further force or effect, if as of the date Tenant purports to give such notice (A) Tenant an Event of Default has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, occurred and is continuing hereunder or (B) Tenant is not in default under the terms has assigned this Lease or sublet all or any part of the Lease either as Premises. (ii) Not less than ninety (90) days prior to the Early Termination Date, time being of the date essence, Landlord receives shall deliver to Tenant an accounting and invoice for a fee (the Notice “Early Termination Payment”) equal to Terminate or the sum of (A) the unamortized balance, as of the Early Termination Date, of (1) the leasing commissions paid to the brokers referenced in Section 36 on account of this Lease, (2) the Construction Allowance (as defined in the Work Letter), (3) Landlord’s share of the B&V Relocation Costs (as defined in the Work Letter), and (4) if Tenant elects pursuant to the Work Letter to amortize Tenant’s share of the B&V Relocation Costs as Additional Rent, Tenant’s share of the B&V Relocation Costs, with all such costs amortized over the ten (10) year period commencing on the Rent Commencement Date at nine percent (9%) per annum, plus (B) an amount equal to three times the monthly installment of Base Rent payable as of the Early Termination Date. Not less than thirty (30) days prior to the Early Termination Date, time being of the essence, Tenant shall pay to Landlord, as Additional Rent, the Early Termination Payment. (iii) If Tenant properly gives notice exercising this Early Termination Option as provided above, then (A) Tenant’s Right of First Refusal set forth in Section 3(d) shall be void and of no further effect, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord Term shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, end on the Early Termination Date shall be deemed as if the Expiration Early Termination Date was designated as the last day of the Lease Term, and Tenant shall be obligated to surrender the Leased Premises to Landlord on or before the Early Termination Date, Date in accordance with Section 30. (iv) If Tenant fails to pay the terms Early Termination Payment when due, Landlord shall have the right, at its option, to either (A) treat such failure as a Event of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Default and exercise Landlord’s expenserights and remedies pursuant to Section 26 as Landlord may elect, and or (iiB) the following amountsby written notice to Tenant, paid or provided void Tenant’s exercise of this Early Termination Option, in connection which case this Lease shall continue in accordance with its terms as if Tenant never exercised this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementEarly Termination Option.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Provided Tenant is not in default under hereunder, Tenant shall have the terms option to terminate this Lease effective October 1, 2000 ("First Termination Option') and October 1, 2001 ("Second Termination Option"). Such option shall be exercised by (i) Tenant's giving written notice to Landlord of its intention to terminate on or before April 1, 2000 with respect to the Lease either as of First Termination Option or on or before April 1, 2001 with respect to the date Landlord receives the Notice to Terminate or as of the Early Second Termination DateOption, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Tenant's payment to Landlord of an amount equal to the Base unamortized tenant finish improvement costs, other allowances and leasing commissions (amortized at eleven percent (11%) interest per annum) plus two (2) months' Minimum Annual Rent, to be paid on or before September 1, 2000 with respect to the First Termination Option or to be paid on or before September 1, 2001 with respect to the Second Termination Option. Such payment is made in consideration for Landlord's grant of this option to terminate, to compensate Landlord for rental and other concessions given to Tenant, and for other good and valuable consideration. Such payment shall not in any manner affect Tenant's obligations to pay Minimum Annual Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of Annual Rental Adjustment or to perform its obligations under the Lease Costs incurred along with up to and including the amortization schedule upon completion date of the Expansion Premises Improvements termination. Failure to determine amount owed if Tenant exercises timely and properly exercise this Option to Terminateoption shall forever waive and extinguish it. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this SectionIf such option is validly exercised, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightupon such termination, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, to Landlord in accordance with the terms of this Lease and each party shall be released from further liability hereunder; provided, however, that such termination shall not affect any right or obligation arising prior to termination or which survives termination of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. In the event (a) the Premises are damaged by fire, explosion or other casualty insured under the fire and extended coverage insurance policy required hereunder (an "Insured Casualty") to the extent that such damage materially adversely affects Tenant's ability to use the Premises for its business purposes and the Premises cannot be repaired, replaced and restored by Tenant within 12 months from the date of the casualty, (b) the Premises are damaged by a casualty or occurrence other than an Insured Casualty, and Landlord elects not to rebuild at its cost, (c) such damage occurs at any time within the last twelve (12) months of the Lease Term, or (d) the Premises or any portion thereof, is damaged by fire, explosion or other casualty and the Premises cannot be repaired, rebuilt or restored to substantially the same or similar condition, under any applicable law, code, ordinance or other governmental order or under any other agreement to which the Premises are subject (a "Prohibited Casualty"), then in such event, Tenant may terminate this Lease by giving Landlord written notice of termination within forty five (45) days after the happening of the event causing the damage or the date Tenant discovers the casualty was a Prohibited Casualty. In any such event, all Rent payable hereunder shall be apportioned to the date of such damage or destruction and Landlord shall be entitled to receive and retain all insurance proceeds relating to the Building Elements payable by reason of such occurrence. Insurance proceeds relating to the Tenant Equipage payable by reason of such occurrence shall be paid to and be the property of Tenant. Tenant shall also have the right and option to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date of such damage or destruction if the holder of any mortgage covering the Premises refuses to make the net insurance proceeds available for restoration and Landlord receives the Notice also refuses to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Dateprovide such funds. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date Such option shall be deemed exercised by Tenant giving written notice thereof to Landlord within 30 days after Landlord notifies Tenant that the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall funds will not be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementavailable.

Option to Terminate. Subject to the terms of this Section XII, Tenant shall will have the right a one-time option to terminate and cancel the Amended Lease (the “Termination RightOption”) ), effective as of September 30,2014 November 30, 2022 (the “Early Termination Date”) upon prior written notice ), by delivering to Landlord Landlord, on or before January 15November 30, 2014 2021, written notice of Tenant’s exercise of its Termination Option (the “Notice Termination Notice”). As a condition to Terminatethe effectiveness of Tenant’s exercise of its Termination Option, and in addition to Tenant’s obligation to satisfy all obligations arising under the Amended Lease through to the Termination Date, Tenant must timely pay to Landlord cash (or its equivalent) in the total amount of Nine Hundred Forty-Four Thousand Three Hundred Twelve and 83/100 Dollars ($944,312.83) (the “Termination Consideration”), provided which amount comprises the following items: (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (iia) an amount equal to the Base Rent that would have been due and payable unamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the rate of 7% per annum) cost of Landlord’s Work, the amount of the Space Planning Allowance utilized for Space Planning, the amount of the Allowance utilized for the five (5) full calendar months following Tenant Improvements, and the Early Termination Date. Landlord shall provide Tenant a copy amount of the Lease Costs incurred along Remodeling Allowance utilized for Remodeling; plus (b) the unamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the amortization schedule upon completion rate of 7% per annum) brokerage commission paid or payable by Landlord with respect to this Amendment; plus (c) an amount equal to the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminateunamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the rate of 7% per annum) Abated Amount. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise One-half (1/2) of the Termination RightConsideration shall be paid by Tenant to Landlord concurrently with Tenant’s delivery to Landlord of its Termination Notice and the remaining one-half (1/2) of the Termination Consideration shall be paid by Tenant to Landlord on or before that date which is seven (7) days prior to the Termination Date, Tenant agrees that the Termination Consideration is not in the nature of a penalty and represents the value of unamortized economic concessions granted to Tenant under this Lease, as well as consideration for the uncertainty in the amount of time Landlord will require in order to re lease the Existing Premises. If Tenant properly and timely exercises the Termination Option and properly and timely delivers the Termination Consideration to Landlord and satisfies ail obligations under the Amended Lease, including, without limitation, the Early Termination Date shall be deemed the Expiration Date provisions regarding surrender of the Lease and Tenant shall surrender the Leased Premises Existing Premises, all of which must be accomplished on or before the Early Termination Date, in accordance with then the terms Amended Lease will terminate as of midnight, Arizona Time, on the LeaseTermination Date. For Notwithstanding the purposes hereofforegoing, “Lease Costs” if Tenant elects to lease any space pursuant to Section XI above or otherwise adds any additional space to the Existing Premises following the date of this Amendment, the Termination Option shall be the (i) cost deemed void and of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid no further force or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementeffect.

Option to Terminate. Tenant Sublessee shall have the option to terminate ------------------- this Sublease, subject to the following provisions: Sublessee shall exercise the option to terminate this Sublease, if at all, by written notice to Sublessor given not later than October 31, 1998. If Sublessee exercises the option to terminate, then the Sublease shall terminate effective on July 31, 1999; provided that if, and only if, Sublessee has exercised its termination -------- option, Sublessor shall have the right, upon not less than three months prior written notice to Sublessee, to terminate the Sublease effective as of the end of any month after January 31, 1999 and prior to July 31, 1999. In the event that Sublessee exercises its option to terminate the Sublease, Sublessee shall pay to Sublessor an early termination penalty equal to one month's Base Rent (in the amount in effect as of the date of termination) which penalty shall be due and payable on the date three months prior to the effective date of the termination. In addition, Sublessee will reimburse Sublessor for fifty percent (50%) of any reasonable brokerage commissions (not in excess of standard commissions for office buildings in Palo Alto) incurred by Sublessor in re- subleasing the Sublet Premises and one hundred percent (100%) of reasonable out-of-pocket expenses incurred by Sublessor for marketing and brochures in connection with such subsequent re-subletting and 100% of reasonable attorneys' fees in connection with such subsequent re-subletting, not to exceed $5,000. Sublessee shall have the right to terminate conduct a search for and attempt to locate a subsequent subtenant provided that such subsequent subtenant shall be subject to the Lease (“Termination Right”) effective reasonable approval of Sublessor, which consent shall not be unreasonably withheld. Sublessor may, in its sole discretion, direct the retention or retain the services of ▇▇▇▇ ▇▇▇▇ of ▇▇▇▇▇▇▇▇ ▇▇▇▇ as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer listing broker for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsubsequent sublease.

Option to Terminate. a. In the event that as of the last day of the fourth (4th) lease year of the Initial Term Tenant shall desire to expand the Demised Premises and there shall not be sufficient available space in the Building, then Tenant, in consideration for payment to the Landlord of the "Option Termination Payment" (defined below), shall have the right option to terminate this Lease, which termination shall be effective upon the last day of the fifth (5th) lease year of the Initial Term ("Termination Option"). The Termination Option shall be expressly conditioned upon Tenant, up to the time of the last day of the fifth (5th) lease year of the Initial Term, having fully and timely complied with all of its monthly rental obligations under this Lease and Tenant not having committed a breach or default of any of its other obligations under this Lease, through and including the last day of the fifth (“5th) lease year of the Initial Term. b. The Termination Right”Option is exercisable by Tenant, if at all, only in strict compliance of the aforesaid conditions and by giving Landlord written notice of its election to terminate this Lease, together with a payment in cash, certified check or attorney's trust account check, equal to the Option Termination Payment not later than three hundred sixty five (365) days prior to the last day of the fifth (5th) lease year of the Initial Term, time being of the essence. Strict compliance with the conditions of the Termination Option and the exercise thereof is deemed material to the parties. Tenant's failure to timely exercise this Termination Option shall be deemed a waiver by Tenant of this Termination Option. c. In the event Tenant timely exercises this Termination Options in accordance with Section (b) above, termination of this Lease shall be deemed effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any last day of the three fifth (35th) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms lease year of the Lease either as Initial Term. If Tenant shall fail to timely vacate the premises, Tenant shall be deemed to be "holding over" without Landlord's consent and shall pay double the rent due for each day beyond the last day of the date Landlord receives the Notice to Terminate or as fifth (5th) lease year of the Early Termination Date, and (B) Initial Term during which Tenant shall occupy the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable Demised Premises. Tenant shall also be liable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that consequential damages if Tenant fails to exercise timely vacate the Demised Premises. d. The Option Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date Payment shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement$31,098.62.

Option to Terminate. Provided that (a) no default has occurred and is then continuing, and (b) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term for the Original Premises and the Additional Space, Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 February 28, 2015 (the “Early Termination Date”) ). In order to exercise such termination right, Tenant shall notify Landlord of such exercise in writing no later than February 28, 2014, and together with such notice, Tenant shall deliver to Landlord, as an agreed upon prior written notice termination fee, an amount equal to Landlord on or before January 15, 2014 $1,730,740.00 (the “Notice to TerminateTermination Fee”). Such payment is made in consideration for Landlord’s grant of this option to terminate to compensate Landlord for rental and other concessions given to Tenant and for other good and valuable consideration. The termination fee does not constitute payment of rent to Landlord. If Tenant fails to notify Landlord by the deadline set forth above, provided (A) Tenant has not exercised its Right of First Offer shall have waived Tenant’s termination right for any the remainder of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms term of the Lease either as of the date Landlord receives the Notice to Terminate or as of the and any extensions thereof. If such right is validly exercised, then upon such Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, to Landlord in accordance with the terms of the Lease and each party shall be released from further liability hereunder; provided, however, that such termination shall not affect any right or obligation arising prior to such termination or which specifically survives termination of the Lease. For In the purposes hereofevent that Tenant exercises any of its options under Sections 16.17 or 16.18 of the Lease, “Lease Costs” shall be Tenant hereby acknowledges that the Termination Fee is subject to adjustment using the following formula: the Termination Fee plus an amount equal to the sum of (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseany unamortized brokerage commissions, and (ii) the following amountsunamortized portion of any tenant finish improvements, paid or provided and (iii) any free rent given Tenant in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsuch options.

Option to Terminate. Provided that Tenant is not then in default under this Lease, during the period commencing on Commencement Date and continuing through and including January 31, 2006, if (i) Tenant decides to relocate its corporate offices to any location outside of either Sarasota or Manatee counties or to cease maintaining any office in Sarasota or Manatee counties, or (ii) Tenant decides to reduce the size of its corporate office such that Tenant shall desire to maintain 9,000 square feet or less of office space and Landlord shall be unable or unwilling to accommodate Tenant and to either amend this Lease accordingly or enter into a new lease with Tenant for such reduced space in the Building, the Tenant shall have the right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 the last day of either January, February, March, April, May, June or July, 2006 upon written notice to Landlord, which notice shall state the date on which this Lease shall terminate (which date must be at least 180 days after the date of delivery of such notice to Landlord), and shall be accompanied by a payment to Landlord of all monthly installments of all Rent that would otherwise become due and payable under this Lease through the termination date, plus a termination fee in an amount equal to $71,660.61 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice Option to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the which event this Lease either shall terminate effective as of the termination date Landlord receives specified in Tenant’s notice to Landlord. Should Tenant reduce the Notice size of its office, then the Parking ratio shall be adjusted accordingly, to equal 2.5 parking spaces per 1,000 sf leased. The Option to Terminate or as of shall become null and void if Tenant shall fail to exercise the Early Termination Date, and (B) the Notice Option to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal provided herein prior to the Base Rent that would close of business on January 31, 2006. Notwithstanding the foregoing, Tenant shall have been due the right to cancel and payable for waive the five (5) full calendar months following Option to Terminate at any time prior to the Early Termination Date. close of business on January 31, 2006, by delivering written notice to Landlord shall provide Tenant a copy of its election to cancel and waive the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if If Tenant fails shall elect to cancel and waive the Option to Terminate or fail to exercise the Termination Right strictly in accordance with this SectionOption to Terminate prior to the close of business on January 31, 2006, then said Termination Right this Lease shall automatically lapse continue in full force and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, effect in accordance with the terms hereof, except that, for purposes of this Lease, the “Base Year” for calculating Tenant’s pro-rata share of Basic Costs shall be changed from 1995 to 2005 effective as of calendar year 2006 and for each calendar year thereafter through the end of the Lease. For Lease Term and Tenant’s obligation for the purposes hereofpayment of “Base Rental” for the month of August, “Lease Costs” 2006 shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementabated.

Option to Terminate. Tenant (but not any permitted successor or assign) shall have the right to terminate this Lease in its entirety, provided that Tenant delivers a written notice of termination to Landlord prior to the Early Termination Notice Date as specified in Paragraph 24 of the Basic Lease (“Termination Right”) ------------ Information, which notice shall be irrevocable. The termination shall be effective as of September 30,2014 the later to occur of (the “Early Termination Date”a) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination DateDate as specified in Paragraph 23 of the Basic Lease Information or (b) Landlord's ------------ receipt of the Termination Fee (as defined below) in good funds. If Tenant elects to terminate this Lease hereunder, and Tenant shall pay Landlord, in addition to all sums payable for the period prior to such termination of the Lease, a fee (Bthe "Termination Fee") the Notice to Terminate is accompanied by a termination payment equal to the sum of (i) the unamortized balance cost of Landlord’s “Lease Costs” (as hereinafter defined) plus the Improvements to the Premises provided or paid for by Landlord and not otherwise reimbursed by ▇▇▇▇▇▇, (ii) the unamortized leasing commissions paid or payable by Landlord in connection with this Lease and (iii) two months of then current rent, all of which costs and commissions shall be amortized on a straight-line basis over the Term at an amount equal interest rate of twelve percent (12%) per annum. Upon ▇▇▇▇▇▇▇▇'s determination of the aggregate cost of the improvements to the Base Rent that would have been due Premises provided by Landlord and the leasing commissions payable for the five (5) full calendar months following the Early Termination Date. by Landlord in connection with this Lease, Landlord shall provide inform ▇▇▇▇▇▇ in writing of such costs. Notwithstanding the foregoing, if Tenant a copy is in default under this Lease either at the time Tenant delivers the termination notice or at any time thereafter prior to the effective date of the Lease Costs incurred along with termination, Landlord shall have, in addition to all of Landlord's other rights and remedies under this Lease, the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely ▇▇▇▇▇▇'s right to terminate this Lease hereunder and to cancel unilaterally Tenant's exercise of the Termination Rightits right to terminate this Lease hereunder, the Early Termination Date shall be deemed in which event the Expiration Date of the this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be and remain the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementthen scheduled Expiration Date.

Option to Terminate. Tenant shall have the a one-time right to terminate the Lease (“Termination Right”) prior to the Expiration Date, such early termination to be effective as at the end of September 30,2014 the third Lease Year (the “Early Termination Date”), in accordance with, and subject to, the provisions of this Section 44. In order to exercise such option to terminate (a) upon prior Tenant must give Landlord written notice of termination (“Early Termination Notice”) at least nine (9) months prior to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (Bb) Tenant must not be then (i.e. at the time the Early Termination Notice is given) in default, beyond notice and applicable cure period, in the payment of Fixed Rent or additional rent payable pursuant to Terminate is accompanied by a termination payment equal this Lease. Tenant must pay to Landlord in full ninety (i90) days prior to the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Early Termination Date, an amount equal to the Base Rent that would have been due sum of (A) the unamortized amount of Landlord’s transaction costs relating to this Lease which shall solely include the cost and payable for expense of the five Initial TI Allowance, legal fees and brokerage commissions paid by Landlord incurred in connection with Tenant’s early termination of the Lease, plus (5B) full calendar months following interest on all of the foregoing such costs calculated at eight percent (8%) per annum from the date incurred to the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and If Tenant shall have no further exercise its early termination right as set forth above, Tenant agrees to terminate the Lease. Upon timely exercise of the Termination Rightcontinue to pay Landlord all Fixed Rent, additional rent and other amounts payable by Tenant under this Lease that accrue to and including the Early Termination Date shall be deemed (Tenant acknowledges that it may receive invoices after the Expiration Early Termination Date for charges that accrued to and including the Early Termination Date but were not capable of the Lease and Tenant shall surrender the Leased Premises being calculated on or before the Early Termination Date, and Tenant agrees that it shall promptly pay such invoices within 30 days after receipt thereof). If the Term of this Lease is thus terminated, Tenant shall surrender the Premises to Landlord on the Early Termination Date in accordance with the terms condition required by the Lease as if the Early Termination Date were the scheduled expiration date of the Term of this Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have a one-time right to terminate this Lease (the right "Termination Option") effective as of the end of the sixty-fourth (64th) month of the Term subject to and on the following terms and conditions (a) Tenant shall notify Landlord in writing between the fifty-second (52nd) month and the fifty-fifth (55th) month of the Term that Tenant needs to expand the Premises (the "Expansion Notice"). Such notice shall designate the exact amount of square footage of expansion space Tenant needs (the "Expansion Space"). The Expansion Notice shall constitute an irrevocable notice to Landlord that (1) Tenant desires to expand the Premises by the amount of Expansion Space set forth in the Expansion Notice, and (2) if the Expansion Space is not made available by Landlord pursuant to the provisions of subsection (b) below, Tenant desires to terminate the Lease Term at the end of the sixty- fourth (“Termination Right”64th) effective as month of September 30,2014 the Term (the “"Early Termination Date”"). If Tenant fails to provide Landlord with the Expansion Notice in a timely manner, Tenant's Termination Option shall be void and of no further force or effect. (b) upon prior written notice Landlord shall have until the Early Termination Date to Landlord make the Expansion Space available to Tenant. The Expansion Space shall be located on or before January 15floor(s) 3, 2014 (the “Notice to Terminate”)4, provided (A) Tenant has not exercised its Right of First Offer for any 5, and/or 6 of the three (3) Offered Spaces as provided Building and Landlord shall use its best reasonable efforts to locate the Expansion Space on a floor which is contiguous with the Premises. If the Expansion Space consists of more than 3,500 rentable square feet, Landlord may, at its option, separate the Expansion Space between two different spaces in Section 2.M. above, (B) the Building. If Landlord is able to made the Expansion Space available to Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of by the Early Termination Date, then (1) Tenant's Termination Option shall be void and of no further force or effect, and (B2) the Notice Expansion Space shall become part of the Premises on the date that it is made available to Terminate is accompanied Tenant by a termination payment equal to (i) Landlord. The Expansion Space shall be leased on the unamortized balance same terms and conditions as this Lease at the Basic Rent rate in effect for the period of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal the Term applicable to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination DateExpansion Space. Landlord shall provide Tenant with a copy of the Lease Costs incurred along with the amortization schedule upon completion of pro rated allowance for the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to TerminateSpace in the same manner as the allowance for the Right of First Refusal Space under subsection 1.05(b) above. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date Expansion Space shall be deemed the Expiration Date of the Lease and "available" to Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with under the terms of this subsection when it is vacant and ready for the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost construction of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementimprovements.

Option to Terminate. Tenant shall have Subject to the right to terminate the Lease (“Termination Right”) effective as provisions of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any Section 26 of the three (3) Offered Spaces as Lease, and provided in Section 2.M. above, (B) that Tenant is not in default under beyond any applicable notice and cure periods at the terms time of Tenant’s exercise of the Lease either as of the date Landlord receives the Notice to Terminate Option or as of the Early Termination Date (as defined hereinafter), Tenant shall have the one-time option to terminate this Lease effective at any time after the last day of the twenty-ninth (29th) full calendar month of the Term and prior to the last day of the forty-second (42nd) full calendar month of the initial Term (the “Termination Date”). Tenant shall provide to Landlord on a date which is prior to the Termination Date by at least two hundred seventy (270) days (the “Notice Date”), a written notice of the exercise of the Option to terminate the Lease, time being of the essence. Such notice shall be given in accordance with Section 40 of the Lease, as modified by Section 26.6. If notification of the exercise of the Option is not so given and (B) received, the Option granted hereunder shall automatically expire. As a condition to the effectiveness of this Option, Tenant shall pay to Landlord on the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Date an amount equal to the Base Rent that would have been due and payable for the five (5A) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost all unamortized out-of-pocket brokerage fees and tenant improvement costs (amortized on a straight line basis over the initial Term including an interest rate of improvements to the Expansion Premises constructed at Landlord’s expenseeight percent (8%) per annum), and (ii) the following amountsLandlord’s unamortized legal costs (not to exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00)), paid or provided incurred by Landlord in connection with this Second Amendment only: brokerage commissionsthe Lease, any free rent or rent reductionsas detailed by Landlord in a written statement, Landlord legal fees(B) the Base Rent Abatement, and tenant allowances or (C) four (4) months of Base Rent and Additional Rent which would have been due under the Lease during the four (4) consecutive months following the Termination Date, as detailed by Landlord in a written statement (items (A), (B) and (C) are collectively, the “Termination Payment”). It shall be Tenant’s obligation to request in writing from Landlord prior to the Notice Date, Landlord’s calculation of the Termination Payment. The Termination Payment is in addition to payment by the Tenant of all other amounts payable by Tenant inducementto Landlord pursuant to the Lease prior to the Termination Date.

Option to Terminate. Provided that Tenant has then cured or eliminated ------------------- the conditions giving rise to any Default of Tenant occurring during the Term and Landlord has not yet exercised its right to terminate this Lease as a result thereof. Tenant shall have the right option (the "Termination Option"), exercisable only on or before the expiration of the 5/th/ Lease Year (the "Option Exercise Date"), to terminate the Term of this Lease (“Termination Right”) effective as of September 30,2014 the last day of the 6/th/ Lease Year (the “"Early Termination Date”) upon prior written notice "). The Termination Option may only be exercised by Tenant by delivering to Landlord on or before January 15, 2014 the Option Exercise Date (the “Notice to Terminate”), provided (A1) Tenant has not exercised its Right a written notice of First Offer for any Tenant's exercise of the three Termination Option and (32) Offered Spaces as provided a cash termination payment in Section 2.M. abovethe sum of $3,176,439.00. Notwithstanding the foregoing, (B) Tenant if the Termination Option is not in default under the terms exercised at any time after Landlord has recaptured any portion of the Lease either Building pursuant to Section 7.6 hereof, then the payment to be delivered with the notice of Tenant's exercise of the Termination Option as aforesaid shall be reduced to an amount determined by multiplying $3,176,439.00 by Tenant's Share as of the date of such exercise. For example, if Landlord receives has recaptured 50% of the Notice to Terminate Building, such payment shall equal 50% of $3,176,439.00. Upon the delivery of such notice and sum on or as before the Option Exercise Date, the Termination Option shall be deemed exercised whereupon the Term of this Lease shall automatically terminate on the Early Termination Date, with all the terms and (B) conditions of this Lease, including without limitation, the Notice obligation to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due pay Rent, remaining in full force and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, effect until the Early Termination Date whereupon all such terms and conditions shall be deemed terminate except those which are specifically stated in this Lease to survive the Expiration Date expiration or earlier termination of the Lease and Term hereof. If Tenant shall surrender does not timely exercise the Leased Premises on or before the Early Termination Date, Option in accordance with the terms provisions of this Section 4.2, the Lease. For the purposes hereof, “Lease Costs” Termination Option and this Section 4.2 shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, null and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, void and tenant allowances or other Tenant inducementwithout further force and effect.

Option to Terminate. Tenant shall have the right one-time option to terminate the Lease (“Termination Right”) this Lease, effective as of September 30,2014 the date (the “Early Termination Date”) upon prior written that is the last day of the eighty-fourth (84th) full calendar month during the Term, if, but only if, each of the following conditions is satisfied in a timely manner: (a) Tenant shall have given Landlord notice (the “Termination Notice”) of Tenant’s exercise of its option to Landlord terminate this Lease on or before January 15the date that is twelve (12) months prior to the Termination Date, 2014 which Termination Notice shall be irrevocable; (b) at the “time the Termination Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either given and as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, this Lease shall be in full force and effect and no Tenant Default shall then exist; (Bc) on or before the Notice Termination Date, Tenant shall have surrendered to Terminate is accompanied Landlord possession of the Premises in accordance with the provisions of this Lease, as if the Termination Date was the Expiration Date, and shall have satisfied all obligations of payment and performance by a termination payment equal to Tenant under this Lease for the period ending on the Termination Date; provided, however, that (i) the unamortized balance obligations of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable Parties under Paragraph 5 for the five (5) full calendar months following period ending on the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed survive the Expiration Date termination of this Lease under this Paragraph 3.4, but only for the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms purpose of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost final reconciliation of improvements to the Expansion Premises constructed at LandlordTenant’s expenseShare of Operating Expenses, and (ii) the obligations of the Parties under the provisions of this Lease that survive Lease end shall survive the Termination Date; and (d) within ten (10) business days after receipt by Tenant of an invoice therefor, accompanied by reasonable supporting documentation, Tenant shall have paid to Landlord a sum comprised of Rent otherwise payable under this Lease for the three (3)-month period following amountsthe Termination Date but for such termination, together with the unamortized cost or amount as of the Termination Date of the following: (i) the TI Allowance; (ii) all reasonable and customary leasing commissions paid or provided incurred by Landlord in connection with this Second Amendment only: brokerage commissionsLease; and (iii) all Basic Monthly Rent abated during the Term in any “free rent” period (that is, any free rent $20.00 per rentable square foot of the Premises on an annual basis for the first seven (7) months of the Term), with all such amortization based on a nine (9)-year and five (5)-month amortization schedule commencing on the first day of the first full calendar month during the Term in which full Basic Monthly Rent is payable under this Lease (that is, $27.00 per rentable square foot of the Premises on an annual basis) on or rent reductionsafter the Commencement Date, Landlord legal fees, and tenant allowances or other Tenant inducementwith interest thereon at the Interest Rate.

Option to Terminate. Tenant shall have the right to may terminate the Lease (“Termination Right”) effective as of September 30,2014 the last day of the 36th month after the Suite 250 Commencement Date (the “Early Termination Date”), subject to and in accordance with the provisions of this Section 8. To exercise such early termination right, Tenant must (a) upon prior deliver written notice to Landlord on or before January 15, 2014 (the “Notice that Tenant desires to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any terminate this Lease as of the three Early Termination Date at least six, but not more than nine, months prior to the Early Termination Date; and (3b) Offered Spaces pay Landlord a payment equal to the sum of (i) Landlord's then-unamortized costs (as provided in Section 2.M. abovedescribed below) with respect to the New Premises, plus (Bii) $218,022.00, contemporaneously with the delivery of such notice. Tenant is not entitled to early termination if it is in default under the of any terms of the Lease beyond any applicable cure period under the Lease, either when Tenant delivers the exercise notice to Landlord or upon the Early Termination Date. As used in this Section 8, Landlord's “then-unamortized costs” means the unamortized balance Landlord's costs for the New Premises TI Work (and Landlord will advise Tenant of the initial amount of such costs within 60 days after the Suite 250 Commencement Date), the real estate commissions that Landlord pays in connection with this Seventh Amendment, and the free or abated rent granted hereunder by Landlord with respect to the New Premises or any portion thereof. The calculation of Landlord's then-unamortized costs will made by (1) taking the total of all of the foregoing three categories of costs as of the date Landlord receives Suite 250 Commencement Date, (2) fully amortizing such amount at 8% per annum from the Notice Suite 250 Commencement Date through the New Premises Expiration Date to Terminate or establish a monthly payment therefor, and (3) calculating the remaining principal balance of such amortized amount as of the Early Termination Date, and (B) the Notice . Such remaining principal balance is deemed to Terminate is accompanied by a termination payment equal to (i) the be Landlord's “then unamortized balance of Landlord’s “Lease Costscosts” (as hereinafter defined) plus (ii) an amount equal with respect to the Base Rent that would have been due and payable New Premises for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy purposes of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementSection 8.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) a. Provided that Tenant is not in default under at the terms time of Tenant's exercise of the Lease either as of the date Landlord receives the Notice to Terminate Option (defined hereinafter) or as of the Early Termination Date (as defined hereinafter), Tenant shall have the option to terminate this Lease (the “Option”). The termination date shall be either December 31, 2009, or December 31, 2011 (as the case may be, the "Termination Date"). Tenant shall provide to Landlord not less than two hundred seventy (270) days prior to the applicable Termination Date (the "Notice Date"), a written notice of the exercise of the Option to terminate the Lease, time being of the essence. Such notice shall be given in accordance with Section 8.04 of the Lease, as hereby amended. If notification of the exercise of the Option is not so given and (B) received, the Notice Option granted hereunder shall automatically expire. As a condition to Terminate is accompanied by a termination payment equal the effectiveness of this Option, Tenant shall pay to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Landlord an amount equal to the Base Rent that would have been due one hundred percent (100%) of all unamortized brokerage fees and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise tenant improvement costs as of the Termination RightDate (the “Termination Payment”) (as detailed by Landlord in a written statement), the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the payable as follows: (i) cost fifty percent (50%) of improvements to the Expansion Premises constructed at Landlord’s expenseTermination Payment shall be paid on the Notice Date, and (ii) the following amounts, remaining fifty percent (50%) of the Termination Payment shall be paid on or provided before the Termination Date. The Termination Payment is in addition to payment by the Tenant of all other amounts payable by Tenant to Landlord pursuant to the Lease prior to the Termination Date. b. The Option granted to Tenant herein is personal to the original Tenant (which for purposes of this Paragraph shall include any entity which owns Tenant or is the purchaser in connection with the sale or transfer of substantially all of the assets of the Tenant or the sale or transfer of substantially all of the outstanding ownership interests in Tenant) and may be exercised only by the original Tenant while occupying the entire Premises. The Option is not assignable separate and apart from this Second Amendment only: brokerage commissionsLease, nor may any free rent Option be separated from this Lease in any manner, either by reservation or rent reductionsotherwise. If at any time an Option is exercisable by Tenant, Landlord legal feesthe Lease has been assigned, or a sublease exists as to any portion of the Premises, the Option shall be deemed null and tenant allowances void and neither Tenant nor any assignee or other subtenant shall have the right to exercise the Option. Tenant inducementshall have no right to exercise the Option if Tenant is in default of any of the terms, covenants or conditions of this Lease. The period of time within which the Option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise the Option because Tenant is in default under the Lease.

Option to Terminate. Tenant If during the Term either the Premises or the Building are damaged by fire or other cause to such extent that the damage, in the reasonable determination of an independent engineer, cannot be fully repaired within one hundred eighty (180) days from the date of the casualty (or if despite a shorter estimate, the restoration in fact takes longer than one hundred eighty (180) days from the date of the casualty), Landlord or Tenant, upon notice to the other party, may terminate this Lease, in which event the Rent shall be apportioned and paid to the date of such damage. Notwithstanding anything herein to the contrary, Landlord shall have the right to terminate this Lease if (1) insurance proceeds are insufficient to pay the Lease full cost of such repair and restoration (“Termination Right”) effective as provided Landlord maintained the insurance required pursuant to the terms of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”this Lease), provided (A2) Tenant has not exercised its Right the holder of First Offer any Mortgage fails or refuses to make such insurance proceeds available for any of the three such repair and restoration, (3) Offered Spaces zoning or other applicable Laws do not permit such repair and restoration, or (4) Landlord elects to raze the Building after any substantial damage to the Building. On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through the date of such casualty. If neither party terminates this Lease pursuant to this section, the Landlord shall restore the Premises as provided in Section 2.M. above, (B) Tenant soon thereafter as is not in default under reasonably possible to their condition on the terms date of completion of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to Work, taking into account any delay experienced by the Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until the Premises are so repaired, the Base Rent that would have been due (and payable for each installment thereof) and the five (5) full calendar months following Additional Rent shall ▇▇▇▇▇ in proportion to the Early Termination Date. Landlord shall provide Tenant a copy floor area of so much, if any, of the Lease Costs incurred along with Premises as is rendered substantially unusable by the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on by such damage or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementdestruction.

Option to Terminate. If the Building or the Demised Premises shall be damaged or destroyed by fire or other casualty (in the former case, whether or not the Demised Premises are damaged or destroyed) so as to require an expenditure in Landlord's reasonable opinion of more than 40% of the full insurable value (determined prior to the casualty) of the Building or Demised Premises as the case may be, then in either such case, Landlord may terminate this Lease by giving Tenant written notice within ninety (90) days after the date of the casualty, specifying the date of termination of this Lease. In such event, Tenant shall forthwith quit, surrender and vacate the premises without prejudice, however, to Landlord's rights and remedies against Tenant (or any rights or remedies which Tenant may have against Landlord which are expressly set forth in this Lease) as of the date of termination or as to those rights which survive such termination. In the event of termination, the Rent payable hereunder shall be abated from the date of damage or destruction. If Landlord's estimate (which estimate shall be given no later than thirty (30) days following the date of the damage or destruction) of the time required to repair the Demised Premises (so that Tenant can reasonably conduct its business therein) exceeds twelve (12) months from the date of such damage or destruction, Tenant shall have the right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior by giving written notice to Landlord on or before January 15, 2014 within thirty (the “Notice to Terminate”), provided (A30) Tenant has not exercised its Right of First Offer for any days after receipt of the three (3) Offered Spaces as provided in Section 2.M. aboveLandlord's estimate. If Tenant exercises such termination right, (B) Tenant is not in default under the terms of the Lease either shall terminate on the date specified in the termination notice (without prejudice, however, to Landlord's rights and remedies against Tenant (or any rights or remedies which Tenant may have against Landlord which are expressly set forth in this Lease) as of the date Landlord receives the Notice to Terminate of termination or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementthose rights which survive such termination).

Option to Terminate. Subject to the terms and conditions set forth in this Section 10, effective as of December 31, 2010 (the “Termination Date”), Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 one-­time option (the “Early Termination DateOption”) to terminate this entire Lease (but not any portion of the Lease), upon prior the following terms and conditions; if the following terms and conditions are not timely and completely satisfied, then the Termination Option shall be null and void with no further force and effect: (a) Tenant shall give Landlord written notice to Landlord on or before January 15, 2014 (the “Notice Termination Notice”) of Tenant’s election to Terminate”), provided exercise the Termination Option at least nine (A9) months prior to the Termination Date; and (b) There shall exist no Event of Default by Tenant has not exercised its Right of First Offer for any of the three on (3i) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Termination Notice, or (ii) on the Termination Date; and (c) Tenant shall pay to Landlord, concurrently with Tenant’s delivery of the Termination Notice to Terminate or Landlord, a termination fee (the “Termination Fee”) in the amount of $179,496.24 plus (II) the unamortized Leasing Costs (defined below) as of the Early Termination Date, based upon an amortization period from the Renewal Commencement Date until the New Expiration Date. The term “Leasing Costs” shall mean the sum of (A) all costs and expenses paid by Landlord in connection with the Improvements, and (B) the Notice to Terminate is accompanied brokerage commissions paid by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissionsAmendment. If Tenant does not timely pay any portion of the Termination Fee to Landlord as set forth herein, any free rent or rent reductionsthen, Landlord legal feesat Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void with no force and effect, and tenant allowances or other the Lease shall continue in full force and effect as if Tenant inducementhad not elected to terminate the Lease and as if this Section 10 did not exist, and/or (B) Tenant shall be in material default under the Lease, without any notice and/or cure period, and Landlord may pursue all of its available rights and remedies in connection therewith.

Option to Terminate. Tenant shall have the a one-time right to terminate the Lease (“Termination Right”) effective as of September 30,2014 the last day of the ninety-fourth (94th) month of the Relocation Term (the “Early "Termination Date”) "). Tenant shall exercise such right to terminate upon prior delivery of a written notice thereof to Landlord on or before January 15, 2014 (the “Notice "Termination Notice") given not less than twelve (12) months prior to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any the Termination Date. In connection with the exercise of the option to terminate provided herein, Tenant shall pay to Landlord a "Termination Fee" which is defined as that amount equal to (a) the unamortized portion of that amount expended by Landlord or given by Landlord as a concession or benefit to Tenant in connection with (i) the Construction Costs, including the Improvement Allowance, described in Exhibit B, the Workletter, (ii) the commissions paid by Landlord to the Brokers, (iii) the amount of abated Rent pursuant to Section 5 hereof, and (iv) the amount of Basic Rent and Additional Rent that would otherwise have been payable with respect to the Existing Premises during the period from the Give Back Date through March 31, 2017, but for the termination of Tenant's obligation to pay such Rent as provided in Section 3, such amortization to be made evenly over the last one hundred twenty (120) months of the Relocation Term (such amortization to be at an annual rate of interest of eight percent (8%)) and (b) three (3) Offered Spaces as provided months of Basic Rent and Additional Rent equal to such Rent payable for the month in Section 2.M. abovewhich such Termination Date occurs. Prior to the Execution Date, (B) Landlord has delivered to Tenant is not in default under the terms a calculation of the Lease either Termination Fee dated March U, 2016 which includes certain adjustments to be made to the Additional Rent portion of the abated Rent described in item (iii) of the foregoing sentence and also to the Rent with respect to the Existing Premises described in item (iv) of the foregoing sentence, which adjustments need to be made based upon amounts to be determined as of September 30, 2018 (the "Calculation"). The Calculation has been accepted and approved by Tenant. The adjusted amounts described in the Calculation shall be determined by Landlord and provided to Tenant within a reasonable period after said amounts are determined. Tenant shall pay fifty percent (50%) of the Termination Fee to Landlord as of the date of the Termination Notice and such payment shall accompany such Notice. Subsequent to Tenant's payment of the fifty percent (50%) of the Termination Fee, the remaining fifty percent (50%) portion of the Termination Fee shall be payable to Landlord receives no later than thirty (30) days prior to the Notice Termination Date. In the event that the Termination Fee is not paid at the times stated herein, the option to Terminate or terminate shall be null and void and of no further force and effect. Tenant may only exercise the option to terminate described herein if at the time Tenant notifies Landlord of the exercise of the option to terminate and as of the Early Termination DateDate an Event of Default has not occurred and is continuing under the Lease. Except as otherwise expressly provided herein, and (B) the Termination Notice may not be modified or withdrawn by Tenant after delivery thereof to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal . In addition to the Base payment of the Termination Fee as provided herein, Tenant shall continue to be obligated to pay all Monthly Basic Rent that would have been due and payable for Additional Rent arising under the five (5) full calendar months following Lease through and including the Early Termination Date. Landlord shall provide Upon an exercise by Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements right to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly terminate in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightprovisions hereof, the Early Termination Date shall be deemed to be the Relocation Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination DateLease. Notwithstanding any other provision hereof, in accordance with the terms event that, during the Relocation Term, the rentable square feet of the Lease. For Premises (being the purposes hereofRelocation Premises) is increased as a result of Tenant's exercise of the right of first offer set forth in Section 11 or of the expansion right set forth in Section 12 or otherwise, “Lease Costs” then the Termination Fee set forth herein shall be the appropriately increased by Landlord to address any concessions, abatements, construction costs, tenant improvement allowances, brokers' commissions and other relevant costs incurred by Landlord or benefits provided to Tenant with respect to any such expansion consistent with item (i) cost of improvements to the Expansion Premises constructed at Landlord’s expensea)(i), and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement(iii) and item (b) above.

Option to Terminate. Tenant shall have the right option, to be exercised as hereinafter provided, to terminate the this Lease (“Termination Right”) effective as of September 30,2014 January 31, 2014 (the “Early Termination Date”), subject to the terms and conditions hereinafter set forth. (a) upon prior Tenant’s option to terminate this Lease shall be exercised, time being of the essence, by written notice to Landlord given on or before January 31, 2013 (the “Latest Termination Exercise Date”). If Tenant fails to so timely exercise its termination right as described in the preceding sentence, then Tenant shall be deemed to have waived such right, and this Article 31 shall thereupon be deemed null and void. Fifty percent (50%) of the Termination Fee (as hereinafter defined) shall be due from Tenant to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives Tenant so exercises its termination option, hereunder, and the Notice to Terminate remaining balance of such Termination Fee shall be due on or as of before the Early Termination Date, and each such payment shall (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of at Landlord’s option, at its sole discretion), be an express condition to the effectiveness of Tenant’s early termination election hereunder. Payment of the Termination Fee shall be made in cash or by check or by wire transfer of readily available funds. “Lease Termination Fee” shall mean the “Unamortized Demised Premises Space Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease). For the purposes hereof, “Lease Unamortized Demised Premises Space Costs” ”, shall be determined for each portion of the Demised Premises being demised hereunder as of the date Tenant delivers its termination notice (iincluding, without limitation, the initial Demised Premises and any First Offer Space and Expansion Space leased by Tenant hereunder), and shall mean an amount calculated in each instance by determining the outstanding principal balance of a loan as of the Termination Date, which loan has (A) cost of improvements an original principal balance equal to the Expansion amount of all rent abatements, tenant improvements costs, allowances, concessions (including, without limitation, the One Time Existing Lease Payment described in Article 33 below) and brokerage commissions given or incurred by Landlord and directly associated with the lease of the then Demised Premises constructed at Landlord’s expense(which loan shall be deemed to have been made and disbursed as of the Commencement Date, as it relates to the initial Demised Premises, and as of the respective rent commencement date for each additional portion of the then Demised Premises), (B) an interest rate of nine percent (9%) per annum, (C) a term and full amortization period equal to the scheduled initial Term of the Lease for each portion of the Demised Premises (i.e., meaning from and after the Commencement Date, as it relates to the initial Demised Premises, and from and after the respective rent commencement date for any additional space then included as part of the Demised Premises, and in any such case, through the expiration of the initial Term of this Lease), and (iiD) the following amountspayments of principal and interest made, in equal monthly installments, with interest paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal feesarrears, and tenant allowances or other Tenant inducementassuming that the first payment was made as of the Commencement Date, as it relates to the initial Demised Premises, and as of the respective rent commencement date for any additional space then included as part of the Demised Premises.

Option to Terminate. A. Tenant shall have the right option, to be exercised as hereinafter provided, to terminate the Term of this Lease (“Termination Right”) effective as of September 30,2014 the last day of the eighth (8th) Lease Year hereunder (the “Early Termination Date”) upon prior ), subject to the terms and conditions hereinafter set forth. Tenant’s option to terminate the Term of this Lease shall be exercised, time being of the essence, by written notice to Landlord given on or before twelve (12) months prior to the Termination Date (the “Latest Termination Exercise Date”). If Tenant fails to so timely exercise its termination right as described in the preceding sentence, then Tenant shall be deemed to have waived such right, and this Section 34 shall thereupon be deemed null and void. One-half (1/2) of the Termination Fee (as hereinafter defined) shall be due from Tenant to Landlord on or before January 15the date Tenant exercises its termination option under this Section 34, 2014 and the remaining one-half (1/2) of said Termination Fee shall be due from Tenant to Landlord on or before the Termination Date, and such timely payments shall (at Landlord’s option at its sole discretion), be an express condition to the effectiveness of Tenant’s early termination election hereunder. Payment of the Termination Fee shall be made in cash or by cashier’s check or by wire transfer of readily available funds. “Notice Termination Fee” shall mean (A) with respect to Terminatethe initial Premises demised under this Lease, as described in Section 1 hereof, the sum of $3,660,157.97, plus (B) with respect to any additional space being leased by Tenant hereunder at the time Tenant exercises its termination option under this Section 34 (i.e., in addition to the initial Premises described in clause (A) of this sentence), whether consisting of First Offer Space under Section 30 hereof, or Pre-Occupancy Expansion Space under Section 39 hereof, or otherwise (herein, in any such case, “Additional Premises”), provided the “Unamortized Additional Space Costs”, as hereinafter defined, calculated as of the Termination Date. For purposes hereof, “Unamortized Additional Space Costs”, shall be determined for each portion of the Additional Premises being demised hereunder as of the date Tenant delivers its termination notice, and shall mean an amount calculated in each instance by determining the outstanding principal balance of a loan as of the Termination Date, which loan has (A) Tenant has not exercised its Right an original principal balance equal to the amount of First Offer for any all rent abatements, allowances, and brokerage commissions (as reasonably determined by Landlord) paid, given or incurred by Landlord and directly associated with the lease of the three Additional Premises (3) Offered Spaces as provided in Section 2.M. abovebut excluding any periods of beneficial occupancy), (B) Tenant is not in default under an interest rate of seven and one-half percent (7.5%) per annum, (C) a term and full amortization period equal to the terms scheduled initial Term of the Lease either for each portion of the Additional Premises (i.e., meaning from and after the respective rent commencement date for each such portion of the Additional Premises, following any upfront full rental abatement period, and through the expiration of the initial Term of the Lease), and (D) payments of principal and interest made, in equal monthly installments, with interest paid in arrears, and assuming that the first payment was made as of the date Landlord receives the Notice to Terminate or as respective rent commencement date, following any upfront full rental abatement period, for each such respective portion of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementAdditional Premises.

Option to Terminate. Tenant shall have If (1) the right Premises are rendered wholly untenantable or damaged as a result of any cause which is not covered by Landlord's actual insurance or Landlord's required insurance under Section 17.3(b); (2) the Premises are damaged or destroyed to terminate the Lease extent of twenty-five percent (“Termination Right”25%) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any more of the three cost of replacement during the last two (2) Lease Years of the Term; (3) Offered Spaces as provided the Premises are damaged or destroyed in Section 2.M. above, (B) Tenant is not whole or in default under part during the terms last Lease Year of the Term; or (4) the Shopping Center or Resort is damaged to the extent of ten percent (10%) or more of the cost of replacement, then in any of such events, Landlord may elect to terminate this Lease either by giving to Tenant notice of such election within ninety (90) days after the occurrence of such event and, in the case of clause (2) or clause (3), Tenant may elect to terminate this Lease by giving to Landlord notice of such election within thirty (30) days after the occurrence of such event. If such notice is given, this Lease shall terminate as of the date Landlord receives the Notice to Terminate or of such notice, and Fixed Minimum Rent and Additional Charges shall be equitably abated until and adjusted as of the Early Termination Datedate of such termination. Notwithstanding the foregoing provisions, Landlord shall not terminate this Lease solely pursuant to clause (4) of this Section 22.2 unless Landlord terminates the leases of all other similarly situated tenants in the Shopping Center. Notwithstanding the foregoing provisions, if Landlord terminates this Lease solely pursuant to clause (2) or clause (3) in this Section 22.2, and (B) if at the Notice time Tenant received notice of such termination Tenant's option to Terminate is accompanied by a extend the Term of this Lease under Section 9.5 may still be validly exercised, then Tenant may nullify Landlord's termination payment equal notice, and require Landlord to (i) repair the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this SectionSection 22.1, then said Termination Right shall automatically lapse and by exercising such option by giving Landlord written notice of such exercise within thirty (30) days after Tenant's receipt of Landlord's notice of termination. Tenant shall have no further right to terminate the Lease. Upon timely exercise hereby waives any statutory rights of termination which may arise out of partial or total destruction of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements which Landlord is obligated to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementrestore.

Option to Terminate. Notwithstanding anything to the contrary in Section 1 of this Amendment, provided said Lease is in full force and effect and Tenant is not in Default thereunder, Tenant shall have the right and option to terminate said Lease at any time during the Lease (“Termination Right”) effective as of September 30,2014 (Extended Term, upon the “Early Termination Date”) upon prior following terms and conditions. In order to exercise such option, Tenant must give Landlord written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the at least three (3) Offered Spaces months prior to the effective date of termination (which date of termination is hereinafter referred to as provided in Section 2.M. abovethe "Termination Date"). In the event Tenant elects to terminate said Lease as aforesaid, Tenant shall pay to Landlord the following amounts on or before said Termination Date. a. If the Termination Date is within the first twenty-four (B24) Tenant is not in default under the terms months of the Extended Term (on or before December 31, 2001), Tenant shall pay to Landlord a termination fee equal to the sum of (a) the Base Rent which, but for the Lease either as of termination, would have been payable to Tenant for the date Landlord receives twenty-four (24) months next following the Notice to Terminate or as of the Early Termination Date, and plus (Bb) the Notice to Terminate is accompanied by a termination payment equal to product of (i) Tenant's pro rata share of those charges of the unamortized balance of Landlord’s “Property for real estate taxes, insurance, and fire and crime prevention, which are payable by Landlord for the full calendar year in which Tenant exercises its termination option (and in the event such amounts are not known at that time, an amount reasonably estimated by Landlord to reflect Tenant's obligation for such amounts under said Lease Costs” for that same full calendar year); times (as hereinafter definedii) two (2); plus (iic) an amount equal to the Base Rent unamortized portion of Landlord's construction allowance payable to Tenant pursuant to Section 2 above, it being understood and agreed that would have been due and payable the amortization period for such construction allowance shall be the five (5) full calendar year period constituting the Extended Term, and interest shall be calculated on the unamortized portion at a rate per annum equal to two percent (2%) over and above the interest rate announced by CitiBank as its "prime rate" on commercial loans, as of the date of Landlord's receipt of Tenant's notice of termination. b. If the Termination Date is after the first twenty-four (24) months of the Extended Term, Tenant shall pay to Landlord a termination fee equal to the sum of (a) the Base Rent which, but for the Lease termination, would have been payable to Tenant for the twelve (12) months next following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms plus (b) Tenant's pro rata share of those charges of the Lease. For Property for real estate taxes, insurance, and fire and crime prevention, which are payable by Landlord for the purposes hereoffull calendar year in which Tenant exercises its termination option (and in the event such amounts are not known at that time, “an amount reasonably estimated by Landlord to reflect Tenant's obligation for such amounts under said Lease Costs” for that same full calendar year); plus (c) an amount equal to the unamortized portion of Landlord's construction allowance payable to Tenant pursuant to Section 2 above, it being understood and agreed that the amortization period for such construction allowance shall be the five (i5) cost of improvements to year period constituting the Expansion Premises constructed at Landlord’s expenseExtended Term, and interest shall be calculated on the unamortized portion at a rate per annum equal to two percent (ii2%) over and above the following amountsinterest rate announced by CitiBank as its "prime rate" on commercial loans, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementas of the date of Landlord's receipt of Tenant's notice of termination.

Option to Terminate. Tenant shall have the right (a) Tenant’s one-time option to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided set forth in Section 2.M. above, (B) Tenant is not in default under the terms 8.3 of the Lease either shall remain unchanged, except as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to follows: (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date second (2nd) anniversary of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Additional Space Term Commencement Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amountsTermination Notice must be provided to Landlord at least nine (9) months prior to the second (2nd) anniversary of the Additional Space Term Commencement Date, paid (iii) the option to terminate may be, at Tenant’s sole discretion, for (a) the Leased Premises (the Current Space and the Additional Space combined), (b) the Current Space only and not the Additional Space, and (c) the Additional Space only and not the Current Space, (iv) the Early Termination Fee shall be calculated as the sum of the following: (x) the Unamortized Portion of the costs incurred by Landlord for the tenant improvements applicable to the Current Space if the Current Space is being terminated (costs incurred by Landlord for the tenant improvements applicable to the Additional Space shall not be included as part of the Early Termination Fee if the Additional Space is being terminated), (y) the Unamortized Portion of all other costs incurred by Landlord in making the space being terminated available to Tenant and performing its obligations under the Lease and this Amendment, or provided in connection with negotiating and entering into the Lease and this Second Amendment only: brokerage commissionsAmendment, any free rent or rent reductionsas the case may be (including, Landlord legal without limitation, leasing commissions and attorney’s fees) (collectively, the “Capitalized Lease Costs”), and tenant allowances (z) an amount equal to three (3) months’ Rent applicable to the space being terminated (the Additional Space, or the Current Space, or both, as the case may be). (b) Should Tenant terminate as to the Additional Space or the Current Space only, Tenant and Landlord shall promptly enter into a lease amendment adjusting the definition of Leased Premises, Rentable Area, Tenant’s Proportionate Share (Building) and Tenant’s Proportionate Share (Project), Parking, and other Tenant inducementaffected provisions of the Lease (including this Amendment) shall be adjusted as well; provided, however, that Base Rent for the space not being terminated (either the Current Space or the Additional Space) shall remain unchanged and shall be as set forth in the Lease (for the Current Space) or this Amendment (for the Additional Space).

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) 44.01 Provided Tenant is not in default under this Lease Agreement at any time from and including the terms day Tenant gives notice to Landlord as required below through the date of termination pursuant to this Article, Tenant shall have the option to terminate this Lease Agreement on the first day of the Lease either as forty third (43rd) month of the date Second Extended Term of this Lease Agreement ("Termination Date") by: (a) giving Landlord receives written notice of termination pursuant to this Section; and (b) paying to Landlord, as liquidated damages for the Notice early termination of this Lease Agreement, an amount equal to Terminate or as _________ the Additional Space Liquidated Damages defined below (if applicable); no later than nine (9) months prior to said Termination Date. 44.02 Time is agreed to be of the Early essence with respect to the above notice and all payment requirements, and any attempt by Tenant to terminate this Lease Agreement at a time or in a manner that is not in strict compliance with the foregoing requirements shall be null and void and of no effect unless Landlord waives the deficiency in writing. If Tenant elects to terminate in accordance with the foregoing, this Lease Agreement shall come to an end at 11:59 P.M., local time, on the day immediately preceding such Termination Date, as if such date were the expiration date of this Lease Agreement 44.03 This Article and (B) the Notice Tenants Option to Terminate is accompanied by a termination payment equal shall be personal to the Tenant herein named Kaiser Ventures, LLC and shall be immediately null and void and of no effect if such original Tenant assigns this Lease Agreement with or without Landlords consent in accordance with Article 18 hereof. 44.04 In the event that Tenant obtains any additional space (i"Additional Space") during the unamortized balance Second Extended Term of Landlord’s “this Lease Costs” Agreement pursuant to an express provision of this Lease Agreement or otherwise, Tenant shall pay to Landlord additional space liquidated damages (as hereinafter defined"Additional Space Liquidated Damages") plus (ii) in an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine unamortized amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise as of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms sum of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements following costs related to the Expansion Premises constructed at Landlord’s expenseAdditional Space: (iii) The dollar value of any rent concessions, and (ii) the following amounts, paid or including but not limited to any "free rent" provided in connection with said Additional Space. All of the foregoing costs shall be amortized on a straight line basis over the remaining Second Extended Term of this Second Amendment only: brokerage commissions, any free rent or rent reductions, Lease Agreement. Tenant shall pay the Additional Space Liquidated Damages to Landlord legal fees, and tenant allowances or other Tenant inducementconcurrently with Tenant's written notice of termination pursuant to this Section.

Option to Terminate. Tenant shall have a one-time option (the right "Termination Option") to terminate the Lease (“Termination Right”) effective as of September 30,2014 the end of the thirty-sixth (36th) month of the initial Term (the “Early "Termination Date”"), upon the following terms and conditions: 2.8.1 On or before the end of the twenty-seventh (27th) upon prior month of the initial Term, Tenant shall give to Landlord written notice ("Tenant's Termination Notice") of Tenant's election to Landlord on or before January 15, 2014 (exercise the “Notice to Terminate”), provided (A) Termination Option; 2.8.2 Tenant has shall not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not be in default under this Lease beyond any applicable cure period either on the date Tenant exercises the Termination Option, or at any time prior to the Termination Date; and 2.8.3 Tenant shall pay to Landlord, concurrently with its exercise of the Termination Option and delivery of Tenant's Termination Notice, a cancellation premium in an amount equal to the sum of: (i) the unamortized tenant improvements, brokerage commissions and legal fees with respect to the Premises, using a ten percent (10%) interest factor; and (ii) five month's Basic Rent, calculated using the Basic Rent figure in place after the thirtieth (30th) month of the Term. Within ten (10) business days of Tenant's written request (which must be submitted no earlier than 45 days before the date Tenant gives Tenant's Termination Notice), Landlord shall advise Tenant of the amount of the cancellation premium. In the event Tenant timely and properly exercises the Termination Option, the Term shall terminate effective as of the Termination Date. Rent (however denominated) shall be paid through and apportioned as of the Termination Date, and neither Landlord nor Tenant shall have any rights, estates, liabilities or obligations accruing under the Lease after the Termination Date, except such rights and liabilities which, by the terms of the Lease either as are obligations of Tenant or Landlord which are intended to survive the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms expiration of the Lease. For the purposes hereof, “Lease Costs” The Termination Option shall be the automatically terminate and become null and void upon: (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (iia) the following amountsfailure of Tenant to timely or properly exercise the Termination Option; or (b) the termination of Tenant's right to possession of the Premises. Provisions affecting the length of the term, paid including extension terms and early termination rights of either Landlord or provided in connection with this Second Amendment only: brokerage commissionsTenant, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementshould be added here as part of Article 2.

Option to Terminate. Tenant Lessee shall have the right to terminate this Lease with respect to the Lease (“Termination Right”) effective as of September 30,2014 applicable Property by notice (the “"Termination Notice") given to Lessor not later than thirty (30) days after the Total Condemnation or Total Casualty, as applicable. The Termination Notice must: (1) specify a date on which this Lease with respect to such Property shall terminate, which date shall be the last day of a calendar month occurring not earlier than one hundred twenty (120) days and not later than one hundred fifty (150) days after the delivery of such notice (the "Early Termination Date”"); (2) upon prior written notice to Landlord on contain a certificate executed by an officer or before January 15legal counsel of Lessee which (I) describes the Total Condemnation or Total Casualty, 2014 and (II) represents and warrants that either all of such Property has been taken, or that substantially all of such Property has been taken and Lessee has determined in good faith that the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any restoration and continued use of the three remainder of such Property as a Flying J Facility would be uneconomic, or that all or substantially all of such Property has been damaged or destroyed and Lessee has determined in good faith that the restoration and continued use of such Property as a Flying J Facility would be uneconomic; and (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall occur prior to the commencement of any Extension Options which may be deemed exercised pursuant to Section 3, contain either (I) an irrevocable rejectable written offer (the Expiration Date "Rejectable Offer") of Lessee to purchase Lessor's interest in such Property and in the Lease and Tenant shall surrender the Leased Premises Net Award for such Total Condemnation or Total Casualty, as applicable, on or before the Early Termination DateDate for a purchase price equal to the Stipulated Loss Value (as defined below) for such Property; or (II) a Rejectable Substitution Offer to substitute a Substitute Property satisfying the applicable requirements of Section 55 for such Property and Lessor's interest in the Net Award. As used herein, in accordance with the terms term "Stipulated Loss Value" shall mean the product of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements percentage specified on Exhibit C attached hereto which corresponds to the Expansion Premises constructed at Landlord’s expense, and (ii) Early Termination Date multiplied by the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementLessor's Total Investment for such Property.

Option to Terminate. Tenant If during the Term either the Premises or any portion of the Building, the Common Areas, the total leased area, or the Property are Substantially Damaged or Destroyed by fire or other casualty, Landlord shall have the right option (which it may exercise by giving written notice thereof to Tenant within sixty (60) days after the date on which such Substantial Damage or Destruction occurs) to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives specified in such notice (which date shall not be earlier than the Notice to Terminate thirtieth (30th) day after such notice is given). “Substantial Damage and Destruction” and “Substantially Damaged or as Destroyed” shall mean serious damage or destruction rendering unusable 33% or more of the Early Termination Daterentable square feet of the Premises, the Food Court Common Area and/or the total square footage of the Building. On such termination, Tenant shall pay to Landlord all Base Rent, Rent and other sums and charges payable by Tenant hereunder and accrued through such date (B) as justly apportioned to the Notice date of such termination). If Landlord does not terminate this Lease pursuant to Terminate this Section 15.1, Landlord shall restore the Building and/or Premises as soon thereafter as is accompanied by a termination payment equal reasonably possible, but not longer than 90 days, to (i) their condition on the unamortized balance date of completion of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to 's Work, taking into account any delay experienced by Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits and, failing such, Tenant may terminate this Lease. Until the Premises are so repaired, the Base Rent that would have been due (and payable for each installment thereof) and the five (5) full calendar months following Rent shall ▇▇▇▇▇ in proportion to the Early Termination Date. Landlord shall provide Tenant a copy floor area or essential operating area of so much, if any, of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if as is rendered substantially unusable by Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on by such damage or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementdestruction.

Option to Terminate. Tenant shall have the right option to terminate the Lease (“Termination Right”) effective this Lease, on a one-time basis, as of September 30,2014 the end of the fifth (5th) Lease Year of the “Early Termination Date”) Term, but only upon prior the satisfaction of all of the following conditions: 33.1. Tenant must give Landlord written notice of its intention to terminate at least six (6) full calendar months prior to the date intended for termination. 33.2. Tenant shall pay Landlord on or before January 15a Lease Termination Fee equal to four (4) months' Basic Rent, 2014 calculated at the rate applicable for the sixth (the “Notice to Terminate”), provided (A6th) Tenant has not exercised its Right of First Offer for any Lease Year of the three (3) Offered Spaces as provided Term, such payment to be made in Section 2.M. abovefull not later than 120 days prior to the date scheduled for early termination of the Lease. 33.3. Tenant must be in actual possession of the Premises and paying Rent, (B) and all Rent and Obligations due through the date of termination shall continue to be paid and performed by Tenant is not in default to Landlord, and no Event of Default shall exist under the terms of the Lease Lease, either as of the date Landlord receives of Tenant's notice of election to terminate or thereafter, for the Notice to Terminate or as remainder of the Early Termination DateTerm. 33.4. Tenant shall also reimburse Landlord for the unamortized cost of all Leasehold Improvements, leasing commissions, if any, and (B) legal fees paid for by Landlord in connection with the Notice transaction of this Lease and not previously reimbursed to Terminate is accompanied Landlord by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due Tenant, and payable for the five (5) full calendar months following purpose of calculating such sum it shall be assumed that all such costs had been amortized over the Early Termination Date. Landlord shall provide Tenant a copy term of the Lease Costs incurred along with in consecutive and equal monthly installments inclusive of interest at the amortization schedule upon completion rate of 12% per annum; such sum shall be paid in full not later than 120 days prior to the date scheduled for early termination of this Lease. 33.5. The Premises shall be surrendered on the termination date in the same condition as when received, normal wear and tear and other obligations of the Expansion Premises Improvements Landlord pursuant to determine amount owed if Tenant exercises this Lease excepted. 33.6. Tenant's breach of, or other lapse of failure of, any of the foregoing conditions of this Section shall render this Lease Termination Option to Terminateineffective and shall void any notice of termination previously made by Tenant. 33.7. The parties failure of Tenant to take action in any manner or time periods set forth above or the commission by Tenant of an Event of Default under the Lease shall render this Lease Termination Option null and void and of no further force or effect. This Lease Termination Option is personal to the Tenant and, unless Landlord shall otherwise specifically agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Sectionwriting, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate upon the Lease. Upon timely exercise occurrence of an assignment of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of Tenant's interest in the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms a sublet of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost all or part of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementPremises.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) this Lease, effective as of September 30,2014 the last day of the tenth (10th) Lease Year (the “Early Termination Effective Date”) upon prior ), by giving written notice to Landlord on or before January 15of its election to so terminate no later than the first day of the calendar month that is eighteen (18) months preceding the Termination Effective Date. Upon Tenant’s exercise of its termination option hereunder, 2014 a termination fee (the “Notice Termination Fee”) shall automatically become due from Tenant to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided Landlord in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to 100% of the Base Rent then unamortized principal balance of each of: (a) the Tenant Improvement Allowance of $50/square foot set forth on Exhibit “D” attached hereto and incorporated herein on the Termination Effective Date and (b) the brokerage commissions paid by Landlord in connection with this Lease ($11.46/square foot, as set forth on Exhibit “D” attached hereto and incorporated herein as of the Termination Effective Date), which items set forth at subsections 3.4(a) and (b) hereof shall be amortized on a mortgage amortization basis assuming an amortization period of one hundred eighty (180) months beginning as of the Commencement Date, and an imputed interest rate of eight percent (8%) per annum. Based on a total rentable square footage within the Building of 118,031 rentable square feet and the terms of Exhibit “D”, the Termination Fee payable on the Termination Effective Date (the last day of tenth (10th) Lease Year after the Commencement Date) would be $3,418,739. In the event that would have been due and payable for Tenant exercises its termination option pursuant to this Section 3.4, Tenant shall pay to Landlord the five (5) full calendar months following Termination Fee on or before the Early Termination Effective Date. In the event that the Termination Fee is not timely paid by Tenant, Landlord shall provide Tenant a copy with not less than ten (10) days written notice of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements such failure to determine amount owed pay, and if Tenant exercises does not thereafter pay the same within such ten (10) day period, Tenant’s right to terminate this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly Lease in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date Section 3.4 shall be deemed the Expiration Date void, invalid and of the Lease and Tenant shall surrender the Leased Premises on no force or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseeffect, and (ii) the following amounts, paid or provided this Lease shall continue in connection with full force and effect without regard to this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementSection 3.4.

Option to Terminate. Provided that (a) no default has occurred and is then continuing, and (b) Tenant originally named herein remains in possession of and has been continuously operating in the entire Premises throughout the Lease Term, however, this requirement will be waived by Landlord if Landlord has approved a sublease of less than fifty percent (50%) of the Leased Premises as indicated in Paragraph 16 of the Lease, then Tenant shall have the right to terminate the Lease following termination rights: (“Termination Right”a) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) If Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. set forth above, (B) . Tenant is not in default under the terms of shall have a one time right to terminate the Lease either effective as of the date Landlord receives the Notice to Terminate or as end of the Early Termination sixty-second (62nd) month from the Effective Date. In order to exercise such termination right, Tenant shall notify Landlord of such exercise in writing at least twelve (12) months prior to the effective date of such termination, and (B) the Notice together with such notice, Tenant shall deliver to Terminate is accompanied by a Landlord, as an agreed upon termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) fee, an amount equal to the Base Rent that would have been due One Hundred Five Thousand Two Hundred Ninety and payable 45/100 Dollars ($105,290.45). Such payment is made in consideration for the five (5) full calendar months following the Early Termination Date. Landlord’s grant of this option to terminate to compensate Landlord shall provide for rental and other concessions given to Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminateand for other good and valuable consideration. The parties agree that if termination fee does not constitute payment of rent to Landlord. If Tenant fails to exercise notify Landlord by the Termination Right strictly in accordance with this Sectiondeadline set forth above, then said Termination Right shall automatically lapse and Tenant shall have no further waived Tenant’s termination right to terminate for the Lease. Upon timely exercise remainder of the Termination Right, the Early Termination Date shall be deemed the Expiration Date term of the Lease and any extensions thereof. In the event Tenant exercises the Right of First Offer as set forth above, this option to terminate shall thereafter be void and of no further force or effect; or (b) If Tenant has exercised its right of first offer as set forth above prior to the end of the 50th month of the Extension Term, Tenant shall surrender have the Leased Premises right to terminate this Lease effective as of the end of the fifth (5th) anniversary of the commencement date of the Offer Space on or before the Early Termination Date, in accordance with the terms and conditions set forth below. In order to exercise such termination right, Tenant shall notify Landlord of such exercise in writing at least twelve (12) months prior to the effective date of such termination, and together with such notice, Tenant shall deliver to Landlord, as an agreed upon termination fee, an amount equal to Eighty-Six Thousand Seven Hundred Sixty-One and 45/100 Dollars ($86,761.45) plus the unamortized portion of any tenant finish improvements. Such payment is made in consideration for Landlord’s grant of this option to terminate to compensate Landlord for rental and other concessions given to Tenant and for other good and valuable consideration. The termination fee does not constitute payment of rent to Landlord. If Tenant fails to notify Landlord by the deadline set forth above, Tenant shall have waived Tenant’s termination right for the remainder of the Lease. For term of the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementextensions thereof.

Option to Terminate. Tenant shall have the right NYCEDC may, at its option, give a notice to terminate this Agreement to [SELECTED RESPONDENT] at any time within 30 days after such notice for the Lease (“Termination Right”) effective as of September 30,2014 (request to consent to an assignment has been given by [SELECTED RESPONDENT] to NYCEDC and the “Early Termination Date”) upon prior City; and during such 30-day period [SELECTED RESPONDENT] shall not assign this Agreement to any Person and furthermore [SELECTED RESPONDENT] may revoke the Notice for Consent to Assignment and rescind its request for an assignment within such 30-day period by written notice of revocation and rescission to Landlord on or before January 15NYCEDC and thereupon, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives both the Notice for Consent to Terminate or as of Assignment by [SELECTED RESPONDENT] and the Early Termination Date, notice to terminate by NYCEDC shall be deemed null and (B) void. If [SELECTED RESPONDENT] does note timely revoke the Notice for Consent to Terminate is accompanied by a termination payment equal Assignment and rescind the request for an assignment and NYCEDC exercises its option to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises terminate this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly Agreement in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination RightSection 10.10 entitled “Assignments”, the Early Term of this Agreement shall end and expire on the date that such assignment was to be effective or commence, as the case may be (the “Assignment Termination Date”), thereupon this Agreement shall cease and terminate with the same force and effect as though the Assignment Termination Date shall be deemed set forth in the [SELECTED RESPONDENT]’s Notice For Consent To Assignment were the Expiration Date of originally set forth in the Lease and Tenant Agreement. [SELECTED RESPONDENT] shall surrender vacate the Leased Premises Advertising Areas on or before such date, and the Early Termination Date, in accordance Fees shall be paid and apportioned to such date. All amounts payable to NYCEDC hereunder shall be paid simultaneously with the terms execution of any instrument confirming the termination of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements Agreement as to the Expansion Premises constructed at Landlord’s expenseAdvertising Areas contemplated hereby. Notwithstanding anything in this subsection or elsewhere in this Agreement, and (ii) this Option to Terminate by NYCEDC shall not apply when the following amountsparty that is to have the Agreement assigned to it as set forth in the Notice For Consent To Assignment is an assignment by merger, paid consolidation, purchase of a majority of assets, transfer of a majority of stock or provided of joint venture or partnership interests in connection with this Second Amendment only: brokerage commissions, any free rent [SELECTED RESPONDENT] by operation of law or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementotherwise.

Option to Terminate. After the end of the second year of the ------------------- term of this Lease, provided Tenant is not then in default hereunder, and Tenant has a bona fide need for more than 7,000 rentable square feet of additional space, and Landlord is unable to provide Tenant with such additional space within the Building consisting of no more than two (2) non-contiguous spaces, by the end of the third year of the Lease term, then in such case Tenant shall have the right one-time option to terminate this Lease after the end of the third (3rd) year of the Lease by giving Landlord at least one hundred eighty (“Termination Right”180) effective as of September 30,2014 (the “Early Termination Date”) upon days prior written notice of its exercise of said option to terminate. If Tenant exercises its option to terminate, then in such case the Lease shall be terminated as of the date set forth in the notice, provided that day is at least one hundred eighty (180) days subsequent to the notice. Tenant shall pay an early termination fee (the "Early Termination Fee") for the early termination in an amount equal to Tenant's pro rata share of the unamortized costs of Tenant Improvements, space planning, real estate commissions, and attorney fees in connection with this Lease amortized at ten percent (10%) per annum over the term of the Lease in equal monthly installments, plus the sum of four (4) months of the Monthly Base Rent in effect as of the date of termination. Upon exercise of its option to terminate, Tenant shall pay the Early Termination Fee to Landlord and vacate and surrender possession of the Premises to Landlord on or before January 15, 2014 the effective date of termination (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the "Early Termination Date") and comply with all terms and conditions of the Lease, and (B) including without limitation, the Notice payments of all rentals, up to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of In the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if event Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, pay the Early Termination Date shall be deemed the Expiration Date Fee and/or fails to surrender possession of the Lease and Tenant shall surrender the Leased Premises to Landlord, on or before the Early Termination Date, then Landlord may either (a) treat the termination as effective and exercise all remedies at law or in equity to collect the Early Termination Fee and/or obtain possession of the Premises, or (b) treat the termination as ineffective, in which case the Lease shall continue in accordance with the terms its terms. Upon receipt of Tenant's notice of its exercise of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements option to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductionsterminate, Landlord legal fees, and tenant allowances or shall have the right to show the Premises to other Tenant inducementprospective tenants.

Option to Terminate. (i) If the Improvements are damaged or destroyed to the extent that Landlord determines that the same cannot, with reasonable diligence, be fully repaired or restored by Landlord within one hundred twenty (120) days after the date of the damage or destruction, the sole right of Landlord and Tenant shall be the option to terminate this Lease as hereinafter provided; provided, however, Tenant shall not have the right to terminate this Lease unless Landlord determines that the Premises cannot be so repaired or restored within such one hundred twenty (120) day period of time. Landlord shall determine whether the Improvements can be fully repaired or restored within the one hundred twenty (120) day period, and Landlord’s determination shall be conclusive on Tenant. Landlord shall notify Tenant of its determination, in writing, within thirty (30) days after the date of the damage or destruction. If Landlord determines that the Premises, can be fully repaired or restored within the one hundred twenty (120) day-period, or if it is determined that such repair or restoration cannot be made within said period but no party having the right to do so elects to terminate within thirty (30) days from the date of said determination, this Lease shall remain in full force and effect and Landlord shall diligently repair and restore the damage as soon as reasonably possible. If Landlord undertakes restoration of the Premises, but does not complete restoration within one hundred twenty (120) days, Tenant shall have the right to terminate the this Lease (“Termination Right”) effective as by deliver of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord; provided that if Landlord on or before January completes restoration within fifteen (15) days of Tenant’s termination notice, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a Tenant’s termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus shall be deemed withdrawn. (ii) an amount equal to the Base Rent that would have been due and payable for the five If more than ten percent (510%) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with Improvements are damaged or destroyed during the amortization schedule upon completion last six (6) months of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this SectionTerm, then said Termination Right shall automatically lapse and either of Landlord or Tenant shall have no further right the option to terminate this Lease by delivering written notice of termination within thirty (30) days from the Lease. Upon timely exercise date of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsuch casualty occurrence.

Option to Terminate. Tenant shall have (A) Subject to the right to terminate the Lease other provisions of this Agreement, Lessee may at any time after twenty-four calender months following date of delivery as listed on Schedule "A" upon ninety (“Termination Right”90) effective as of September 30,2014 (the “Early Termination Date”) upon days prior written notice to Landlord on or before January 15the Lessor, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises terminate this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Datelease, in accordance with the terms of the Leasethis lease. Lessor agrees not to terminate this lease unless Lessee is in violation of this lease. For purposes of this agreement, the purposes hereof, “Lease Costs” date of termination shall be the date so specified in the notice or the date when the vehicle is permanently returned to Lessor's place of business, whichever is later. (iB) In the event Lessee exercises its right of termination, Lessee shall reimburse Lessor on the date of termination or as soon thereafter as the amount can be determined, the amount of all insurance premiums, if any, license, registration, permit, or federal, state or local use charges, whether designated as fees, taxes or otherwise, and personal property taxes on or with respect to terminated vehicles to be paid by Lessor, allocable to the unexpired portion of the term or terms designated in Schedule A for which such premiums, charges and taxes may have been paid or may thereafter be payable by Lessor. (C) Termination as to any leased vehicle by either party under this agreement shall not effect this lease as to my other leased vehicle. (D) In the event of loss or damage to any leased vehicle, where the cost of improvements repairs to such vehicle is greater then the Expansion Premises constructed at Landlord’s expensefair market value of such vehicle after repair, Lessee shall be deemed to have exercised its option to terminate, which termination shall be deemed effective as of the date and time of said loss or damage. Lessor will be deemed to have elected not to sell such vehicle after termination and shall only be entitled to receive the insurance proceeds plus Lessee deductible applicable to such vehicle. In the event that the parties cannot agree as to whether a leased vehicle has suffered loss or damage where the cost of repairs to such vehicle is greater than the fair market value of such vehicle after repair, the parties agree to accept the determination with respect to same as made by the insurance company referred to in Article XII hereof. Lessor agrees to accept fair market value vs Schedule A value where referred to in this paragraph (iiD) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have If the right to terminate Demised Premises are substantially damaged or destroyed in whole or in part by fire or other casualty at any time during the last two (2) years of either the original Lease Term or either Option Term (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior if validly exercised by Tenant), then Landlord may, at Landlord's option exercised by written notice to Landlord on or before January 15Tenant within ninety (90) days after the date of such casualty, 2014 (elect to terminate this Lease, in which event Tenant shall pay to Landlord, as and when the “Notice same becomes due and payable, all Rent and other charges payable under this Lease which would otherwise have been payable up to Terminate”)the effective date of such termination. Upon the service of such notice, provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the this Lease either shall cease and terminate as of the date Landlord receives specified for such termination in such notice with the Notice to Terminate or same force and effect as if such date were the date originally fixed for the expiration of the Early Termination DateLease Term. As to any items of Additional Rent or other charges payable under this Lease which are not then capable of ascertainment, Tenant covenants and (B) the Notice agrees to Terminate is accompanied by a termination payment pay to Landlord an amount equal to (i) such Additional Rent or other charges payable under this Lease as and when the unamortized balance 386804.5 same becomes determined, or in case any such item shall relate to Liens, Taxes or Charges, Tenant shall pay to Landlord an amount or amounts thereof as and when the same become due and payable. The covenants and agreements with respect to the adjustment and payment of Landlord’s “these items of Rent and other Taxes, Liens and/or Charges payable under this Lease Costs” (as hereinafter defined) plus (ii) shall survive the expiration of the Lease Term. If this Lease is terminated pursuant to the provisions of this Section 21.4, none of the insurance proceeds payable in respect of such damage or destruction shall be payable to Tenant in of an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy unamortized cost of the Lease Costs incurred along with the amortization schedule upon completion Tenant Improvements. Any proceeds in excess of the Expansion Premises Improvements such amount shall be paid to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Sectionor retained by, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightas, the Early Termination Date shall be deemed the Expiration Date property of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the one-time right to terminate the this Lease (the “Early Termination Right”) effective as of September 30,2014 the date which is two (2) years prior to the scheduled Expiration Date of this Lease in accordance with the provisions of this Article 37 (the “Early Termination Date”) upon prior ). Tenant shall have the right, by written notice to Landlord on or before January 15, 2014 (the “Notice to TerminateEarly Termination Notice”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of to cause the Lease either Term to expire as of the date Early Termination Date; provided, however, that such Early Termination Notice, to be effective, (i) must be delivered at least twelve (12) months (but not more than eighteen (18) months) prior to the scheduled Expiration Date and (ii) must be accompanied by a payment to Landlord receives equal to Nine Hundred Eighty-Two Thousand Eight Hundred Fifty and No/100 Dollars ($982,850.00) (the “Early Termination Payment”). If (i) Tenant fails to timely deliver to Landlord the Early Termination Notice as provided above or (ii) Tenant fails to Terminate deliver to Landlord, concurrently with its Early Termination Notice, the Early Termination Payment required above, then Tenant’s Early Termination Right as established herein shall be null and void and of no further force or as effect. Notwithstanding anything to the contrary set forth herein, the parties agree that (i) notwithstanding such Early Termination Right, any and all obligations of Tenant occurring prior to the Early Termination Date shall survive such the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord Payment referenced in this Article 37 shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly not restrict or limit in accordance with this Sectionany manner whatsoever Landlord’s rights and remedies hereunder, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on at law or before the Early Termination Datein equity, in accordance with the terms event of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost an Event of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementDefault by Tenant.

Option to Terminate. If the Building, the Premises or any portion thereof are materially damaged by fire or any other casualty, Landlord will provide to Tenant shall have with reasonable diligence, but in no event more than sixty (60) days after the right occurrence of the fire or other casualty, an estimate from a construction professional (together with Landlord’s agreement thereto) of the time necessary to terminate repair and restore the Lease (“Termination Right”) effective Premises to substantially the same condition as of September 30,2014 existed immediately prior to such casualty (the “Early Termination DateConstruction Estimate”). If the Construction Estimate states that the Premises cannot be so restored within two hundred seventy (270) upon prior days following the date of such casualty, Tenant may terminate this Lease by providing written notice of its election to do so to Landlord on or before January 15, 2014 within twenty (20) business days after the “Notice date upon which the Construction Estimate is provided to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of by Landlord. If the Lease either is so terminated, the termination will be effective as of the date Landlord receives the Notice to Terminate or as of the Early Termination Datecasualty (or such later date that Tenant shall cease operations in the Premises), and any Rent paid for any period beyond such date shall be refunded to Tenant (Band/or apportioned, if applicable as a result of use of a portion of the Premises by Tenant after the fire or casualty). If Tenant fails to notify Landlord of its desire to terminate this Lease within such twenty (20) business day period, Tenant shall be deemed to have waived its right to terminate this Lease under this Section 11.1. If the Notice Premises or any material portion of the Buildings is destroyed or materially damaged by fire or other casualty at any time during the last twenty four (24) months of the Term, then Landlord and Tenant shall each have the right independent of the other to Terminate is accompanied terminate this Lease by a termination payment equal giving written notice to the other within sixty (i60) days after the unamortized balance date of such destruction; provided, if Tenant exercises an option to extend the term of this Lease within thirty (30) days after receipt of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal notice of termination, Landlord’s notice of termination will be null and void, but subject to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of Section 5.2 hereof regarding the Leasesetting of the Market Rate Rent during such Extension Term and the right of Tenant to rescind such election thereunder. For In the purposes hereofevent of termination of this Lease pursuant to this Section 11.1, “Lease Costs” then all Rent shall be the (i) cost of improvements apportioned and paid to the Expansion Premises constructed at Landlord’s expensedate on which possession is relinquished or the date of such damage, and (ii) whichever last occurs; in the following amounts, paid or provided in connection with event this Second Amendment only: brokerage commissions, any free rent or rent reductionsLease is not terminated hereunder, Landlord legal fees, shall promptly commence and tenant allowances complete the required repair and restoration. Tenant shall give prompt notice to Landlord in case of fire or other Tenant inducementcasualty in the Leased Premises.