Common use of Second Expansion Space Clause in Contracts

Second Expansion Space. Tenant shall have the right to expand into additional space in the Building adjacent to the then existing Leased Premises and consisting of not less than 90,000 square feet and not more than 120,000 square feet (the “Second Expansion Space”) upon delivery of Tenant’s Notice to Landlord. Tenant’s Notice to expand into the Second Expansion Space shall be delivered to Landlord on or before July 1, 2012 and shall specify the effective date of Tenant’s intended occupancy of the Second Expansion Space (the “Second Expansion Occupancy Date”). The Second Expansion Occupancy Date shall be no earlier than January 1, 2013 and no later than March 1, 2014. In the event Tenant timely notifies Landlord of its intent to expand into the Second Expansion Space, Landlord shall, at its sole cost and expense, relocate any then existing tenant (or tenants) occupying the Second Expansion Space to another space in the Building or in the Park such that Tenant shall have occupancy of the Second Expansion Space by the Second Expansion Occupancy Date. Landlord and Tenant shall amend the lease to include the Second Expansion Space and the Second Expansion Space shall thereafter become part of the Leased Premises on the same terms and conditions set forth in the Lease, subject to the following changes: (i) The term for the Second Expansion Space shall be coterminous with (i) the term for the First Expansion Space or (ii) ten (10) years, in the event Tenant failed to expand into the First Expansion Space. If the term of the Second Expansion Space would then exceed the Lease Term for the Leased Premises, the Lease Term for the Leased Premises shall be extended automatically to the extent necessary, to be coterminous with the term for the Second Expansion Space. The Minimum Annual Rent for the Second Expansion Space shall be equal to the “Fair Market” Base Rental Rate, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Second Expansion Space be less than the highest Minimum Annual Rent per square foot payable during the Lease Term for the Leased Premises. If, as a result of Tenant’s exercise of its right to expand into the Second Expansion Space, as set forth herein, the Lease Term for the Leased Premises is extended, then the Minimum Annual Rent for all of the Leased Premises during any such extended term shall be increased at a rate of two percent (2%) per annum through the remainder of the Lease Term. (ii) Tenant’s Proportionate Share shall be increased to reflect the increase in the rentable square footage of the Leased Premises. (iii) Except as otherwise agreed, no tenant improvement allowances or other such financial concessions contained in the Lease, if any, shall apply to the Second Expansion Space and Tenant shall accept the Second Expansion Space “AS-IS” without representation or warranty from Landlord of any kind, except that the same representations and warranties from Landlord and maintenance and repair obligations of Landlord shall apply to the First Expansion Space as apply to the Leased Premises. Notwithstanding the foregoing, it is agreed that the Second Expansion Space shall be delivered “AS IS” provided that the Second Expansion Space shall be in good repair and condition, with all systems being in good working order and shall have a 36’ clear stacking height.

Second Expansion Space. Tenant shall have the right to expand into additional space in the Building adjacent Subject to the then existing Leased Premises and consisting occurrence of not less than 90,000 square feet and not more than 120,000 square feet a Force Majeure Delay or a Tenant Delay (both hereinafter defined), Landlord agrees to substantially complete the “Second Expansion Space”) upon delivery of Tenant’s Notice to Landlord. Tenant’s Notice to expand into the Second Expansion Space shall be delivered to Landlord on or before July 1, 2012 and shall specify the effective date of Tenant’s intended occupancy construction of the Second Expansion Space Finish Work by May 1, 1998 (the “"Second Expansion Occupancy Space Estimated Commencement Date”"). The Second Expansion Occupancy Date shall be no earlier than January 1, 2013 and no later than March 1, 2014. In the event of a Force Majeure Delay or a Tenant timely notifies Delay, the Second Expansion Space Estimated Commencement Date shall be extended one (1) day for every day of such delay. If Landlord is delayed in completing such construction by May 1, 1998, for any reason other than a Force Majeure Delay or a Tenant Delay, then (i) Tenant's obligation to pay rent under the Lease for that portion of its intent the Second Expansion Space which is untenable shall be abated until ten (10) days after substantial completion of the Second Expansion Space Finish Work, and (ii) Tenant shall be entitled to expand into an additional rental abatement, which shall be applied towards the rent payable for the Initial Space and the First Expansion Space, in an amount equal to the difference between (a) the base rental (at the holdover rates) payable by Tenant for the portion of Tenant's existing premises which Tenant intends to vacate in order to occupy the Second Expansion Space, Landlord shall, at its sole cost and expense, relocate any then existing tenant (or tenantsb) occupying the Basic Rental which would be payable by Tenant under this Lease for the Second Expansion Space for each day of such delay prior to another space in the Building or in the Park such that Tenant shall have occupancy date of substantial completion of the Second Expansion Space Finish Work. The foregoing rental abatements shall constitute full settlement of all claims that Tenant may have against Landlord based on such a delay. Notwithstanding the foregoing, if Landlord is delayed in completing such construction by the Second Expansion Occupancy Date. Landlord and Tenant shall amend the lease to include the Second Expansion Space and the Second Expansion Space shall thereafter become part of the Leased Premises on the same terms and conditions set forth in the LeaseMay 1, subject 1998, due to the following changes: (i) The term occurrence of a Force Majeure Delay, then the delay in commencement of Tenant's obligation to pay rent under the Lease for the Second Expansion Space shall be coterminous with (i) the term for the First Expansion Space or (ii) ten (10) years, in the event Tenant failed to expand into the First Expansion Space. If the term that portion of the Second Expansion Space would then exceed the Lease Term for the Leased Premises, the Lease Term for the Leased Premises shall be extended automatically to the extent necessary, to be coterminous with the term for the Second Expansion Space. The Minimum Annual Rent for which is untenable until ten (10) days after substantial completion of the Second Expansion Space Finish Work shall be equal constitute full settlement of all claims that Tenant may have against Landlord based on such a delay. Furthermore, if Landlord is unable to the “Fair Market” Base Rental Rate, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for complete the Second Expansion Space be less than Finish Work by May 1, 1998, due to a Tenant Delay or due to any other cause related to the highest Minimum Annual Rent per square foot payable during the Lease Term for the Leased Premises. Ifacts, as a result neglects, failures or omissions of Tenant’s exercise of its right to expand into the Second Expansion Space, as set forth hereinTenant's servants, the Lease Term for the Leased Premises is extendedemployees, then the Minimum Annual Rent for all of the Leased Premises during any such extended term shall be increased at a rate of two percent (2%) per annum through the remainder of the Lease Term. (ii) Tenant’s Proportionate Share shall be increased to reflect the increase in the rentable square footage of the Leased Premises. (iii) Except as otherwise agreed, no tenant improvement allowances or other such financial concessions contained in the Lease, if any, shall apply to the Second Expansion Space and Tenant shall accept the Second Expansion Space “AS-IS” without representation or warranty from Landlord of any kind, except that the same representations and warranties from Landlord and maintenance and repair obligations of Landlord shall apply to the First Expansion Space as apply to the Leased Premises. Notwithstanding the foregoing, it is agreed that the Second Expansion Space shall be delivered “AS IS” provided that the Second Expansion Space shall be in good repair and condition, with all systems being in good working order and shall have a 36’ clear stacking height.agents or

Second Expansion Space. The first paragraph of Section 3(B) of The Special Stipulations to the Lease is deleted in its entirety: “Tenant shall have the right to expand into additional space in the Building adjacent to the then existing Leased Premises and consisting of not less than 90,000 square feet and not more than 120,000 square feet (the “Second Expansion Space”) upon delivery of Tenant’s Notice to Landlord. Tenant’s Notice to expand into the Second Expansion Space shall be delivered to Landlord on or before July 1, 2012 and shall specify the effective date of Tenant’s intended occupancy of the Second Expansion Space (the “Second Expansion Occupancy Date”). The Second Expansion Occupancy Date shall be no earlier than January 1, 2013 and no later than March 1, 2014. In .” And replaced with the event following: “Tenant timely notifies Landlord of its intent shall have the right to expand into the Second Expansion Space, Landlord shall, at its sole cost and expense, relocate any then existing tenant (or tenants) occupying the Second Expansion Space to another additional space in the Building or in adjacent to the Park such that Tenant shall have occupancy then existing Leased Premises and consisting of not less than 90,000 square feet and not more than 145,965 square feet (the “Second Expansion Space by the Second Expansion Occupancy DateSpace”) upon delivery of Tenant’s Notice to Landlord. Landlord and Tenant shall amend the lease to include the Second Expansion Space and the Second Expansion Space shall thereafter become part of the Leased Premises on the same terms and conditions set forth in the Lease, subject to the following changes: (i) The term for the Second Expansion Space shall be coterminous with (i) the term for the First Expansion Space or (ii) ten (10) years, in the event Tenant failed Tenant’s Notice to expand into the First Expansion Space. If the term of the Second Expansion Space would then exceed the Lease Term for the Leased Premises, the Lease Term for the Leased Premises shall be extended automatically to the extent necessary, to be coterminous with the term for the Second Expansion Space. The Minimum Annual Rent for the Second Expansion Space shall be equal to the “Fair Market” Base Rental Rate, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Second Expansion Space be less than the highest Minimum Annual Rent per square foot payable during the Lease Term for the Leased Premises. If, as a result of Tenant’s exercise of its right to expand into the Second Expansion Space, as set forth herein, the Lease Term for the Leased Premises is extended, then the Minimum Annual Rent for all of the Leased Premises during any such extended term shall be increased at a rate of two percent (2%) per annum through the remainder of the Lease Term. (ii) Tenant’s Proportionate Share shall be increased to reflect the increase in the rentable square footage of the Leased Premises. (iii) Except as otherwise agreed, no tenant improvement allowances or other such financial concessions contained in the Lease, if any, shall apply to the Second Expansion Space and Tenant shall accept the Second Expansion Space “AS-IS” without representation or warranty from Landlord of any kind, except that the same representations and warranties from Landlord and maintenance and repair obligations of Landlord shall apply to the First Expansion Space as apply to the Leased Premises. Notwithstanding the foregoing, it is agreed that the Second Expansion Space shall be delivered “AS IS” provided that to Landlord on or before May 1, 2015 and shall specify the effective date of Tenant’s intended occupancy of the Second Expansion Space (the “Second Expansion Occupancy Date”). The Second Expansion Occupancy Date shall be in good repair no earlier than November 1, 2015 and conditionno later than January 1, with all systems being in good working order 2017. Section 3(B) is further amended by inserting the following as the last paragraph of Section 3(B): “In the event Tenant needs additional space anytime between January 1, 2013 and November 1, 2015 and the Second Expansion Space is not then available for lease by Tenant, Tenant shall give Landlord notice of its desire to lease up to 120,000 square feet and shall specify the effective date of Tenant’s occupancy (the “Temporary Expansion Date”). Landlord shall use commercially reasonable efforts to make available to Tenant up to 120,000 square feet of storage space owned by Landlord in the Building or in another building owned by Landlord for the period from the Temporary Expansion Date through November 1, 2015. In the event that Landlord does not have any space available in the Building or in another building owned by Landlord for such period of time when Tenant needs such space, Landlord shall cooperate to represent Tenant to locate a 36’ clear stacking heightspace of similar size in a building not owned by Landlord.”

Second Expansion Space. In addition to the First Expansion Space, Tenant shall have the right option, upon giving Landlord written notice (the "Second Expansion Space Exercise Notice") no later than the last day of the fifty-seventh (57th) month of the Lease Term, to expand into additional lease between 8,000 - 12,000 rentable square feet of space in contiguous with the Building adjacent to the then existing Leased Premises and consisting of not less than 90,000 square feet and not more than 120,000 square feet (the “Second Expansion Space”) upon delivery for the balance of Tenant’s Notice the Lease Term (or exercised renewal option term, as applicable). The Second Expansion Space of between 8,000 – 12,000 rentable square feet shall be designated in writing by Landlord to LandlordTenant within eighteen (18) months after the Rent Commencement Date. Tenant’s Notice to expand into the The Second Expansion Space shall be delivered in a configuration which is reasonably acceptable to Landlord on or before July 1, 2012 Tenant and shall specify encompass (at least in part) a portion of the effective space on the floor along the Route 355 side of the Building. Landlord shall cause the Second Expansion Space to become available for lease by Tenant during the sixth (6th) Lease Year [i. e., notwithstanding anything herein to the contrary Landlord will not sign a lease or lease amendment with any tenants (other than Tenant) that would permit such tenant or tenants to remain in occupancy of any portion of the Second Expansion Space after the last day of the sixth (6th) Lease Year if Tenant exercises its option to lease the Second Expansion Space]. Within five (5) Business Days after Landlord receives the Second Expansion Space Exercise Notice, Landlord shall advise Tenant in writing of the projected date of Tenant’s intended occupancy for delivery to Tenant of the Second Expansion Space (the “Planned Second Expansion Occupancy Space Delivery Date”), which Planned Second Expansion Space Delivery Date shall occur during the 6th Lease Year. Landlord acknowledges and agrees that while Landlord may execute and deliver leases with third parties for all or a portion of the Second Expansion Space (1) any such third party lease must contain a cancellation clause permitting Landlord to terminate any such third party lease or relocate any such third party tenant if Tenant exercises its option to lease the Second Expansion Space and (2) if Tenant exercises its option to lease the Second Expansion Space, Landlord will exercise the termination or relocation clause in any such third party lease. Landlord shall provide Tenant with copies of any leases entered into by Landlord with respect to any portion of space that could become the Second Expansion Space (provided the provisions of any such lease other than those setting forth the relocation and termination provisions with respect to the space that could become the Second Expansion Space may be redacted). Landlord shall deliver the Second Expansion Space to Tenant in broom clean condition with the prior occupant’s property having been removed there from but otherwise in its then current as-is, where-is condition. Landlord will endeavor (using all reasonable means) to deliver the Second Expansion Space to Tenant on the Planned Second Expansion Space Delivery Date [and, in the event any tenant in occupancy holds over, Landlord will take the necessary legal action to cause the tenant (or tenants) to vacate the Second Expansion Space]. In the event Landlord fails to deliver the Second Expansion Space to Tenant by the date which is sixty (60) days after the Planned Second Expansion Space Delivery Date (the "Outside Second Expansion Space Planned Delivery Date"), Minimum Annual Rent and any other rental obligations with respect to the Second Expansion Space shall be abated one day for each day after the Outside Second Expansion Space Planned Delivery Date that the Second Expansion Space has not been delivered to Tenant. Landlord will provide a per square foot allowance for tenant improvements in the Second Expansion Space in an amount equal to the product of (X) $.5625 multiplied by (Y) the number of months between the month Landlord delivers vacant possession of the Second Expansion Space to Tenant in the condition required by the terms of this Lease and the Expiration Date of the initial Lease Term (the “Second Expansion Space Improvement Allowance”). The Second Expansion Occupancy Date shall Space Improvement Allowance may be no earlier than January 1, 2013 and no later than March 1, 2014. In used for tenant improvements in the event Tenant timely notifies Landlord of its intent to expand into entire Leased Premises (including the Second Expansion Space, Landlord shall, at its sole cost ) and expense, relocate any then existing tenant must be drawn against (or tenantsand shall be disbursed) occupying the Second Expansion Space to another space in the Building or in the Park such that Tenant shall have occupancy of the Second Expansion Space by the Second Expansion Occupancy Date. Landlord same manner and Tenant shall amend the lease to include the Second Expansion Space and the Second Expansion Space shall thereafter become part of the Leased Premises on with the same terms procedures that the initial Construction Allowance is payable and conditions set forth in the Lease, subject disbursed hereunder pursuant to the following changes: (i) The term for the Second Expansion Space shall be coterminous with (i) the term for the First Expansion Space or (ii) ten (10) years, in the event Tenant failed to expand into the First Expansion Space. If the term terms of the Second Expansion Space would then exceed the Lease Term for the Leased Premises, the Lease Term for the Leased Premises shall be extended automatically to the extent necessary, to be coterminous with the term for the Second Expansion SpaceExhibit B-3. The per square foot Minimum Annual Rent for the Second Expansion Space shall be equal 100% of the then current Fair Market Rental (as hereinafter defined) for office space in Comparable Buildings in the Market Area (with consideration given to the “Fair Market” Base Rental Rate, provided, however, that proximity to Metro) as determined by mutual agreement between Landlord and Tenant and based on the criteria set forth below with respect to annual adjustments in no event shall Tenant’s Minimum Annual Rent per square foot and the Basic Operating Charge Amount and Base Year [or if Landlord and Tenant are unable to agree upon the Fair Market Rental within thirty (30) days after delivery of the Second Expansion Space Exercise Notice then Tenant, at its option, may either (i) rescind the Second Expansion Space Exercise Notice or (ii) agree to submit the determination of the Fair Market Rental to arbitration in accordance with the terms of Exhibit E and be bound by the results thereof and based on the criteria set forth below with respect to annual adjustments in Minimum Annual Rent and the Base Year. The leasing of the Second Expansion Space shall include an annual adjustment to the Minimum Annual Rent in the same percentage and occur on the same date as the adjustment for the Minimum Annual Rent for the initial Leased Premises (provided that if the Second Expansion Space Rent Commencement Date is less than six (6) months from the commencement of the next Lease Year (the “Upcoming Lease Year”), Minimum Annual Rent with respect to the Second Expansion Space shall not be increased until the commencement of this Lease Year which begins after the end of the Upcoming Lease Year. In addition, the Base Year for the Second Expansion Space shall be less than equal to the highest Minimum Annual Rent per square foot payable during the Lease Term Basic Operating Charges for the Leased Premises. If, as a result of Tenant’s exercise of its right to expand into first twelve (12) months after the Second Expansion Space, as Space Rent Commencement Date. Tenant’s obligation to pay Basic Monthly Rent and Additional Rent for the Second Expansion Space shall begin on the date one hundred twenty (120) days after Landlord delivers vacant possession of the Second Expansion Space to Tenant in broom clean condition with the prior occupant’s property having been removed there from (the “Second Expansion Space Rent Commencement Date”). In connection with the leasing of the Second Expansion Space Tenant shall have the option but not the obligation to lease additional parking spaces at the ratio set forth herein, in Section 14(d) hereof at the then current parking charge. All other terms and conditions of this Lease Term for the Leased Premises is extended, then the Minimum Annual Rent for all of the Leased Premises during any such extended term shall be increased at a rate of two percent (2%) per annum through the remainder of the Lease Term. (ii) Tenant’s Proportionate Share shall be increased to reflect the increase in the rentable square footage of the Leased Premises. (iii) Except as otherwise agreed, no tenant improvement allowances or other such financial concessions contained in the Lease, if any, shall apply to the Second Expansion Space Space. At such time as Landlord and Tenant shall accept have agreed upon the terms with respect to the leasing of the Second Expansion Space “AS-IS” without representation or warranty from Landlord of any kind(including if pursuant to Exhibit E), except that the same representations and warranties from Landlord and maintenance and repair obligations of Landlord shall apply to promptly prepare and deliver a lease amendment which sets forth the First Expansion Space as apply to the Leased Premises. Notwithstanding the foregoing, it is agreed that size and location of the Second Expansion Space shall be delivered “AS IS” provided that and memorializes the terms pursuant to which Tenant will lease the Second Expansion Space shall be in good repair and condition, with all systems being in good working order and shall have a 36’ clear stacking heightfrom Landlord.

Second Expansion Space. Tenant shall have the right to expand into additional space in the Building adjacent to the then existing Leased Premises and consisting of not less than 90,000 square feet and not more than 120,000 square feet (the “Second Expansion Space”) upon delivery of Tenant’s Notice to Landlord. Tenant’s Notice to expand into the Second Expansion Space shall be delivered to Landlord on or before July 1, 2012 and shall specify the effective date of Tenant’s intended occupancy A. Effective as of the Second Expansion Space Effective Date (as hereinafter defined), the “Second Expansion Occupancy Date”Premises is increased from 18,011 rentable square feet on the second (2nd). The Second Expansion Occupancy Date shall be no earlier than January 1, 2013 fourth (4th) and no later than March 1eleventh (11th) floors to 31,384 rentable square feet on the second (2nd), 2014. In third (3rd), fourth (4th) and eleventh (11th) floor by the event Tenant timely notifies Landlord addition of its intent to expand into the Second Expansion Space, Landlord shall, at its sole cost and expense, relocate any then existing tenant (or tenants) occupying the Second Expansion Space to another space in the Building or in the Park such that Tenant shall have occupancy of the Second Expansion Space by the Second Expansion Occupancy Date. Landlord and Tenant shall amend the The lease to include the Second Expansion Space and the Second Expansion Space shall thereafter become part of the Leased Premises on the same terms and conditions set forth in the Lease, subject to the following changes: (i) The term for the Second Expansion Space shall be coterminous with commence on the Second Expansion Effective Date (ias hereinafter defined) and end on the term for the First Second Extended Termination Date. The Second Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or (ii) ten (10) years, in other financial concessions granted with respect to the event Tenant failed Premises unless such concessions are expressly provided for herein with respect to expand into the First Second Expansion Space. If Notwithstanding the term foregoing, if Tenant, with Landlord's prior approval, takes possession of all or any portion of the Second Expansion Space would then exceed the Lease Term for the Leased Premises, the Lease Term for the Leased Premises shall be extended automatically prior to the extent necessary, to be coterminous with the term for the Second Expansion Space. The Minimum Annual Rent Effective Date for the purposes of conducting business therein in the normal course, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Base Rental or Additional Base Rental with respect to the period of time prior to the Second Expansion Space Effective Date. B. The Second Expansion Effective Date shall be equal to the “Fair Market” Base Rental RateJANUARY 1, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for 1996. C. MONTHLY BASE RENTAL FOR SECOND EXPANSION SPACE. 1. SECOND EXPANSION SPACE FROM SECOND EXPANSION EFFECTIVE DATE THROUGH SECOND EXTENDED TERMINATION DATE. As of the Second Expansion Space be less than the highest Minimum Annual Rent per square foot payable during the Lease Term for the Leased Premises. If, as a result of Tenant’s exercise of its right to expand into the Second Expansion Space, as set forth hereinEffective Date, the Lease Term for the Leased Premises is extended, then the Minimum Annual Rent for all schedule of the Leased Premises during any such extended term shall be increased at a rate monthly installments of two percent (2%) per annum through the remainder of the Lease Term. (ii) Tenant’s Proportionate Share shall be increased to reflect the increase in the rentable square footage of the Leased Premises. (iii) Except as otherwise agreed, no tenant improvement allowances or other such financial concessions contained in the Lease, if any, shall apply Base Rental payable with respect to the Second Expansion Space for the balance of the Lease Term and the Second Extended Lease Term is the following: Tenant shall accept pay Landlord the sum of one million three hundred eighty-five thousand nine hundred seventy-seven and 80/100 Dollars ($1,385,977.80) as Base Rental for the Second Expansion Space “ASExtended Term in eighty-IS” without representation four (84) monthly installments as follows: Twenty-four (24) equal installments of $15,122.63 each payable on or warranty from Landlord before the first day of any kindeach month during the period beginning January 1, except that 1996 and ending December 31, 1997. Twenty-four (24) equal installments of $15,880.44 each payable on or before the same representations first day of each month during the period beginning January 1, 1998 and warranties from Landlord ending December 31, 1999. Thirty-six (36) equal installments of $17,830.67 each payable on or before the first day of each month during the period beginning January 1, 2000 and maintenance and repair obligations of Landlord shall apply to the First Expansion Space as apply to the Leased Premisesending December 31, 2002. Notwithstanding the foregoing, it is agreed that the Second Expansion Space All such Base Rental shall be delivered “AS IS” provided that payable by Tenant in accordance with the Second Expansion Space shall be in good repair and condition, with all systems being in good working order and shall have a 36’ clear stacking heightterms of Article V. of the Lease.

Second Expansion Space. Commencing on the Second Expansion Space Commencement Date (as defined below), Landlord hereby agrees to lease to Tenant shall have and Tenant hereby agrees to lease from Landlord the right to expand into additional space in portion of the second floor of the Building adjacent shown on Exhibit A to the then existing Leased Premises and consisting of not less than 90,000 square feet and not more than 120,000 this Amendment containing 31,140 rentable square feet (the “Second Expansion Space”) upon delivery of Tenant’s Notice to Landlord). Tenant’s Notice to expand into the The Second Expansion Space shall be delivered added to and leased by ▇▇▇▇▇▇ as part of the Premises under the Lease on all of the terms set forth therein, except as otherwise provided in this Amendment, and except as otherwise expressly set forth herein all references to the Premises in the Lease shall hereafter mean the Original Premises plus the Second Expansion Space, which together consist of 146,629 rentable square feet in the aggregate. The “Second Expansion Space Commencement Date” shall be the date on which Landlord delivers the Second Expansion Premises to Tenant broom clean, free of all occupants and personal property, and otherwise in the condition existing as of the date hereof, reasonable wear and tear excepted. The Second Expansion Space Commencement Date is expected to occur on or before July June 1, 2012 2014 (the “Estimated SES Commencement Date”) and is subject to the right of Landlord, to be exercised not more than three (3) times, to extend the same, but in no event to a date no later than June 1, 2015 by at least fifteen (15) days’ prior written notice to Tenant on each occasion (as it may be extended, the “Outside SES Commencement Date”). If the Landlord is unable to deliver the Second Expansion Space to Tenant on the Estimated SES Commencement Date, as it may be extended, for any reason, including without limitation due to the holding over of ▇▇▇▇▇▇▇▇▇ in the Second Expansion Space, then the Second Expansion Space Commencement Date shall, by definition, be delayed, and Landlord shall specify the effective date of not be deemed to be in default hereunder. Tenant’s intended occupancy sole remedy for Landlord’s failure to deliver the Second Expansion Space on the Estimated SES Commencement Date shall be a delay in the occurrence of the Second Expansion Space (Commencement Date; provided, however, that if the “Second Expansion Occupancy Date”). The Second Expansion Occupancy Date shall be no earlier than January 1, 2013 and no later than March 1, 2014. In the event Tenant timely notifies Landlord of its intent is unable to expand into the Second Expansion Space, Landlord shall, at its sole cost and expense, relocate any then existing tenant (or tenants) occupying deliver the Second Expansion Space to another space in Tenant on or before the Building or in the Park such that Outside SES Commencement Date, (x) Tenant shall have occupancy the one-time option to terminate this Amendment by written notice to Landlord given within forty-five (45) days of the Second Expansion Space by Outside SES Commencement Date, time being of the Second Expansion Occupancy Date. Landlord essence, and Tenant upon such notice this Amendment shall amend be null and void and of no further effect between the lease to include the Second Expansion Space parties and the Second Expansion Space shall thereafter become part of the Leased Premises on the same terms and conditions set forth in the Lease, subject to the following changes: (i) The term for the Second Expansion Space Lease shall be coterminous read an construed as if this Amendment never existed and neither party shall have any rights, remedies, or obligations in connection with or arising out of this Amendment or the subject matter hereof except as provided in Sections 10 and 16 below and (iy) the term for the First Expansion Space or (ii) ten (10) years, in the event if Tenant failed to expand into the First Expansion Space. If the term of the Second Expansion Space would then exceed the Lease Term for the Leased Premises, the Lease Term for the Leased Premises shall be extended automatically to the extent necessary, to be coterminous with the term for the Second Expansion Space. The Minimum Annual Rent for the Second Expansion Space shall be equal to the “Fair Market” Base Rental Rate, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Second Expansion Space be less than the highest Minimum Annual Rent per square foot payable during the Lease Term for the Leased Premises. If, as a result of Tenant’s does not exercise of its right to expand into terminate this Lease pursuant to the Second Expansion Spacepreceding clause (x), as set forth hereinthen Landlord shall thereafter have the one-time option to terminate this Amendment by written notice to Tenant given within the next following fifteen (15) day period, time being of the essence, and upon such notice this Amendment shall be null and void and of no further effect between the parties and the Lease Term for the Leased Premises is extended, then the Minimum Annual Rent for all of the Leased Premises during any such extended term shall be increased at a rate of two percent (2%) per annum through the remainder of the Lease Term. (ii) Tenant’s Proportionate Share shall be increased to reflect the increase in the rentable square footage of the Leased Premises. (iii) Except read an construed as otherwise agreed, no tenant improvement allowances or other such financial concessions contained in the Lease, if any, shall apply to the Second Expansion Space this Amendment never existed and Tenant shall accept the Second Expansion Space “AS-IS” without representation or warranty from Landlord of any kind, except that the same representations and warranties from Landlord and maintenance and repair obligations of Landlord shall apply to the First Expansion Space as apply to the Leased Premises. Notwithstanding the foregoing, it is agreed that the Second Expansion Space shall be delivered “AS IS” provided that the Second Expansion Space shall be in good repair and condition, with all systems being in good working order and neither party shall have a 36’ clear stacking heightany rights, remedies, or obligations in connection with or arising out of this Amendment or the subject matter hereof except as provided in Sections 10 and 16 below and.

Second Expansion Space. Commencing on the Second Expansion Space Commencement Date (as defined below), Landlord hereby agrees to lease to Tenant shall have and Tenant hereby agrees to lease from Landlord the right to expand into additional space in portion of the second floor of the Building adjacent shown on Exhibit A to the then existing Leased Premises and consisting of not less than 90,000 square feet and not more than 120,000 this Amendment containing 31,140 rentable square feet (the “Second Expansion Space”) upon delivery of Tenant’s Notice to Landlord). Tenant’s Notice to expand into the The Second Expansion Space shall be delivered added to and leased by Tenant as part of the Premises under the Lease on all of the terms set forth therein, except as otherwise provided in this Amendment, and except as otherwise expressly set forth herein all references to the Premises in the Lease shall hereafter mean the Original Premises plus the Second Expansion Space, which together consist of 146,629 rentable square feet in the aggregate. The “Second Expansion Space Commencement Date” shall be the date on which Landlord delivers the Second Expansion Premises to Tenant broom clean, free of all occupants and personal property, and otherwise in the condition existing as of the date hereof, reasonable wear and tear excepted. The Second Expansion Space Commencement Date is expected to occur on or before July June 1, 2012 2014 (the “Estimated SES Commencement Date”) and is subject to the right of Landlord, to be exercised not more than three (3) times, to extend the same, but in no event to a date no later than June 1, 2015 by at least fifteen (15) days’ prior written notice to Tenant on each occasion (as it may be extended, the “Outside SES Commencement Date”). If the Landlord is unable to deliver the Second Expansion Space to Tenant on the Estimated SES Commencement Date, as it may be extended, for any reason, including without limitation due to the holding over of ▇▇▇▇▇▇▇▇▇ in the Second Expansion Space, then the Second Expansion Space Commencement Date shall, by definition, be delayed, and Landlord shall specify the effective date of not be deemed to be in default hereunder. Tenant’s intended occupancy sole remedy for Landlord’s failure to deliver the Second Expansion Space on the Estimated SES Commencement Date shall be a delay in the occurrence of the Second Expansion Space (Commencement Date; provided, however, that if the “Second Expansion Occupancy Date”). The Second Expansion Occupancy Date shall be no earlier than January 1, 2013 and no later than March 1, 2014. In the event Tenant timely notifies Landlord of its intent is unable to expand into the Second Expansion Space, Landlord shall, at its sole cost and expense, relocate any then existing tenant (or tenants) occupying deliver the Second Expansion Space to another space in Tenant on or before the Building or in the Park such that Outside SES Commencement Date, (x) Tenant shall have occupancy the one-time option to terminate this Amendment by written notice to Landlord given within forty-five (45) days of the Second Expansion Space by Outside SES Commencement Date, time being of the Second Expansion Occupancy Date. Landlord essence, and Tenant upon such notice this Amendment shall amend be null and void and of no further effect between the lease to include the Second Expansion Space parties and the Second Expansion Space shall thereafter become part of the Leased Premises on the same terms and conditions set forth in the Lease, subject to the following changes: (i) The term for the Second Expansion Space Lease shall be coterminous read an construed as if this Amendment never existed and neither party shall have any rights, remedies, or obligations in connection with or arising out of this Amendment or the subject matter hereof except as provided in Sections 10 and 16 below and (iy) the term for the First Expansion Space or (ii) ten (10) years, in the event if Tenant failed to expand into the First Expansion Space. If the term of the Second Expansion Space would then exceed the Lease Term for the Leased Premises, the Lease Term for the Leased Premises shall be extended automatically to the extent necessary, to be coterminous with the term for the Second Expansion Space. The Minimum Annual Rent for the Second Expansion Space shall be equal to the “Fair Market” Base Rental Rate, provided, however, that in no event shall Tenant’s Minimum Annual Rent per square foot for the Second Expansion Space be less than the highest Minimum Annual Rent per square foot payable during the Lease Term for the Leased Premises. If, as a result of Tenant’s does not exercise of its right to expand into terminate this Lease pursuant to the Second Expansion Spacepreceding clause (x), as set forth hereinthen Landlord shall thereafter have the one-time option to terminate this Amendment by written notice to Tenant given within the next following fifteen (15) day period, time being of the essence, and upon such notice this Amendment shall be null and void and of no further effect between the parties and the Lease Term for the Leased Premises is extended, then the Minimum Annual Rent for all of the Leased Premises during any such extended term shall be increased at a rate of two percent (2%) per annum through the remainder of the Lease Term. (ii) Tenant’s Proportionate Share shall be increased to reflect the increase in the rentable square footage of the Leased Premises. (iii) Except read an construed as otherwise agreed, no tenant improvement allowances or other such financial concessions contained in the Lease, if any, shall apply to the Second Expansion Space this Amendment never existed and Tenant shall accept the Second Expansion Space “AS-IS” without representation or warranty from Landlord of any kind, except that the same representations and warranties from Landlord and maintenance and repair obligations of Landlord shall apply to the First Expansion Space as apply to the Leased Premises. Notwithstanding the foregoing, it is agreed that the Second Expansion Space shall be delivered “AS IS” provided that the Second Expansion Space shall be in good repair and condition, with all systems being in good working order and neither party shall have a 36’ clear stacking heightany rights, remedies, or obligations in connection with or arising out of this Amendment or the subject matter hereof except as provided in Sections 10 and 16 below and.