Common use of Tenant Termination Right Clause in Contracts

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall have two (2) options (each, a "Termination Option") to terminate and cancel this Lease effective as of (i) the last day of the ninety-second (92nd) full calendar month of the Lease Term with respect to the first Termination Option, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicable, the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect to the first Termination Option, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under this Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease (beyond the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Notwithstanding If all or part of the Leased Premises shall be destroyed or rendered wholly untenantable by fire or other casualty (whether or not insured) and this Lease has not been terminated pursuant to any other provision hereof, Landlord shall prepare an engineering estimate of the date when the Landlord’s restoration work will be substantially completed (the “Estimated Restoration Date”) and give written notice thereof to Tenant within 90 days after the contrary contained in date of the damage; provided, that if such damage is due to an uninsured casualty and Landlord elects not to restore such damage, Landlord shall so notify Tenant within such 90-day period. If the Estimated Restoration Date is later than one year from the date of the damage, or if Landlord gives notice under the proviso clause of the preceding sentence that such damage will not be restored, Tenant may terminate this Lease, Lease by giving Landlord written notice of its election to do so within forty-five (45) days after the date of Landlord’s notice under this paragraph above. Tenant shall have two (2) options (each, a "Termination Option") no right to terminate and cancel this Lease effective on account of fire or other casualty, except as of expressly provided in this Section 5.07(c). If Landlord’s restoration work has not been substantially completed within the one-year period after the date of damage (i) the last day or such later date as may have been specified in Landlord’s initial notice of the ninety-second Estimated Restoration Date), subject in either case to extension for not more than ninety (92nd90) full calendar month days, except in cases of Force Majeure, in which event the extension shall not exceed a total of six (6) months in the aggregate, then Tenant shall have the right to terminate this Lease Term with respect by giving Landlord written notice of its election to do so within 30 days after the first Termination Optionend of such period, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicable, the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of if Tenant timely gives such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect to the first Termination Option, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the Termination Feenotice, this Lease shall automatically terminate 30 days after the date thereof unless Landlord’s restoration work is substantially completed within such 30-day period, in which event such termination notice shall be void and this Lease shall continue in full force and effect. If Landlord shall not have terminated the Lease pursuant to Section 5.07(b), Tenant shall also have the right to terminate this Lease if the conditions described in clause (i) of Section 5.07(b) shall occur, by notice from Tenant to Landlord given within sixty (60) days after the date of damage, the effective date of which shall not be of no further force less than thirty (30) days or effectmore than ninety (90) days after the day on which the termination notice is given to Landlord. Tenant’s notice may specify a later date for such termination, not more than one year after the casualty, provided that Tenant may continue to lawfully occupy the Leased Premises in accordance with all applicable building codes and other legal requirements notwithstanding such casualty, Landlord shall not be required to restore the Building (including any Tenant Improvements), and Tenant shall not be relieved of their respective obligations under this Lease, as of the Termination Date, except with respect entitled to those obligations set forth in this Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease (any rent abatement for any period beyond the expiration of all applicable date ninety (90) days after the day on which the termination notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice is given to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall have two (2) options (each, a "Termination Option") to terminate and cancel this Lease effective as of of (i) the last day of the ninety-second (92nd) full calendar month of the Lease Term with respect to the first Termination Option, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicable, the “Date Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord Notice ndlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to Fee (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect to the first Termination Option, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under this Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3, (y) Tenant’s right to possession of the Premises has previously th been terminated, or (z) Tenant is in default under this Lease (beyond the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination ination Notice to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its th Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Notwithstanding Provided that Tenant is not in default under this Lease after the expiration of any provision to applicable notice and cure period as of the contrary contained in this Leasedate of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant or a Permitted Assignee, as the case may be, only shall have two (2) options (each, a "Termination Option") the one-time right to terminate and cancel this Lease effective as of (i) of the last first day of the ninetysixty-second eighth (92nd68th) full calendar month of the Lease Term with respect to the first Termination Option, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicable, the “Termination Date”), upon Tenant’s delivery of provided that (i) Tenant delivers written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord ) on or before the date which that is twelve (12) full calendar months prior to the applicable Termination DateDate stating Tenant’s election to terminate this Lease pursuant to the terms and conditions of this Section 2.3, and, concurrently and (ii) concurrent with its delivery Landlord’s receipt of such the Termination Notice, Landlord receives from Tenant shall deliver to Landlord an amount (the “Termination Fee”) equal to the sum of (a) the unamortized portion, as of the Termination Date, calculated with interest at a rate equal to 7% per annum, of the “Concessions,” as that term is defined hereinbelowbelow, as and (b) the Base Rent that would have been payable under this Lease during the six (6) month period following the Termination Date had Tenant not terminated this Lease pursuant to the terms of this Section 2.3, which Termination Fee shall be in consideration for of and as a condition precedent to such early termination. The For purposes of this Lease, the “Termination FeeConcessions” shall be equal to (A) mean the total amount of free or abated Base Rent provided, tenant improvement costs incurred and estimated Direct Expenses which would otherwise have been brokerage commission paid by in connection with this Lease. Provided that Tenant (as if terminates this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect pursuant to the first Termination Option, and (B) the total amount terms of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the Termination FeeSection 2.3, this Lease shall automatically terminate and be of no further force or effect, effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease, Lease as of the Termination Date, except with respect to those obligations set forth in this Lease, Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, Lease up to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease (beyond the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Notwithstanding any provision anything to the contrary contained set forth herein, in this Leasethe event that Landlord fails to cause the Premises to be Ready for Occupancy on or before September 30, Tenant shall have two 2017 (2) options (each, a the "Termination OptionOutside Date") to terminate and cancel this Lease effective for any reason other than an Unavoidable Delay or a Tenant Delay, then, except as of (i) the last day of the ninety-second (92nd) full calendar month of the Lease Term with respect to the first Termination Option, and (ii) the last day of the one hundred otherwise set forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicablein Section 2.2(b), the “Termination Date”), upon Tenant’s delivery sole remedy of written Tenant for such failure shall be the right to deliver a notice to Landlord (a "Election Notice") electing to terminate this Lease effective upon the “date occurring five (5) Business Days following receipt by Landlord of the Election Notice (the "Effective Termination Notice”Date"). The Election Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date (as the same may be extended pursuant to the terms of Section 2.2(c), which notice shall be delivered below) nor later than five (5) Business Days after the Outside Date. In the event that Tenant fails to Landlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelowElection Notice within five (5) Business Days following the Outside Date, as consideration for and as a condition precedent then Tenant shall be deemed to such early terminationhave waived its right to terminate the Lease pursuant to the terms of this Section 2.2(c). The “Termination Fee” Outside Date shall be equal to (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect extended to the first Termination Optionextent of any delay or delays caused by an Unavoidable Delay and any Tenant Delay. Upon any termination as set forth in this Section 2.2(c), and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under from any and all liability to each other resulting hereunder except that Landlord shall return to Tenant any prepaid rent and the Security Deposit (to the extent the same has been paid by Tenant). Tenant hereby acknowledges and agrees that the Outside Date shall be extended on a day-for-day basis by the period commencing on June 30, 2017 and continuing until the date upon which this Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment Lease is executed by Tenant of all amounts owed by Tenant under this Lease, up to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease (beyond the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice delivered to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Notwithstanding any provision A. In the event (a) the Demised Premises or Building shall be damaged by fire or other casualty and Tenant shall be unable to use the Demised Premises for the Permitted Use (set forth in Section 1.9) or Tenant shall be denied reasonable access to the contrary contained in this LeaseDemised Premises as a result of such damage and (b) Landlord shall give Tenant notice of its election to continue the Lease rather than terminate same pursuant to Section 14.4, then, if such damage is not repaired within the Casualty Restoration Period (as defined herein), Tenant shall have two (2) options (each, a "Termination Option") to terminate and cancel this Lease effective as ofthe following options: (i) to give to Landlord, within ten (10) days next following the last day expiration of the ninety-second Casualty Restoration Period, a five (92nd5) full calendar month days’ notice of the Lease Term with respect to the first Termination Option, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicable, the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect to the first Termination Option, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under this Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, or (ii) to extend the payment Casualty Restoration Period for a further period of three (3) months by Tenant of all amounts owed by Tenant under this Lease, up notice given to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event Landlord within ten (x10) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease (beyond days after the expiration of all applicable the initial Casualty Restoration Period. In the event Tenant shall have given such notice to Landlord extending the initial Casualty Restoration Period and cure periods)if such damage shall not have been repaired by Landlord within any extended Casualty Restoration Period, as Tenant shall have the options to (a) further extend the Casualty Restoration Period for further successive periods of three (3) months, by notice given to Landlord within twenty (20) days after the date expiration of Tenant’s delivery any extended Casualty Restoration Period or (b) to give Landlord, within twenty (20) days after the expiration of the Termination Notice to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee such extended Casualty Restoration Period a five (5) days' notice of the Original Tenant’s or its Permitted Transferee Assignee' interest in termination of this Lease.

Tenant Termination Right. Notwithstanding any provision In the event that Tenant has a bona fide legitimate need for space equal to or greater than 20,000 square feet of Rentable Floor Area (including the contrary contained in this LeasePremises) and provides written notice (the “Addition Space Notice”) to Landlord thereof on or before August 1, 2005, then Tenant shall have two (2) options (each, a "Termination Option") the right to terminate and cancel this Lease effective unless Landlord is able to accommodate such space needs of Tenant by providing such space in the Building or alternatively by providing such space as of a contiguous unit in the building located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, or by causing the owner thereof to so provide such space. In the event that Landlord is able to accommodate Tenant’s space needs as aforesaid, then Tenant shall execute a written lease in substantially the form of this Lease for such space (i) the last day of the ninety-second (92nd) full calendar month of the Lease Term with respect to the first Termination Option, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicable, the “Termination DateExpansion Lease”), upon Tenant’s delivery except that the term of written the lease shall be for a period of not less than five (5) years from the date of such lease and the rent shall be at the Fair Market Rent then prevailing in the area as reasonably determined by Landlord and set forth in a notice to Landlord Tenant (the “Termination Landlord’s Rent Notice”), unless Tenant notifies Landlord that it disagrees with Landlord’s determination of Fair Market Rent (“Tenant’s Rent Notice”), in which notice event Fair Market Rent shall be delivered to Landlord on or before determined as set forth in Section 2.5 below, and the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” Expansion Lease shall be equal to entered into within thirty (A30) the total amount days after Fair Market Rent is determined as provided in Section 2.5 below. If Tenant concurs with ▇▇▇▇▇▇▇▇’s determination of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect to the first Termination OptionFair Market Rent, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the Termination Fee, this Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved execute the Expansion Lease within thirty (30) days of their respective obligations under this Landlord’s Rent Notice. Tenant’s failure to execute the Expansion Lease, as of the Termination Dateprovided above, except with respect to those obligations set forth in this Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment shall constitute a default by Tenant hereunder, unless such failure was caused by Landlord or unless such failure is cured within thirty (30) days of all amounts owed by Landlord’s notice to Tenant under this Lease, up to and including the Termination Dateof such default. Each Termination Option shall automatically terminate and be of no further force or effect in In the event (x) that the Landlord cannot accommodate such space needs of Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3aforesaid, (y) Tenant’s then Tenant shall have the right to possession of terminate the Premises has previously been terminated, or Lease by no less than six (z6) Tenant is in default under this Lease (beyond the expiration of all applicable months prior notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice given to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, (a) Tenant shall have two a one (2) options (each, a "Termination Option") l)-time right to terminate the Lease, subject to the terms and cancel conditions set forth in this Lease effective as of (i) Section 40. In the event that Tenant is not the Building’s leasing agent on the last day of the ninetythirty-second fifth (92nd35th) full calendar month of the Term (unless Tenant was terminated by Landlord for “cause”, in which event Tenant shall not have the right to terminate this Lease Term with respect pursuant to the first Termination Optionterms of this Section 40), and provided Tenant is not in default of its obligations hereunder, either at the time it delivers the Termination Notice (iihereinafter defined) to Landlord or at any time between such date and the Termination Date (hereinafter defined), Tenant shall have the right to terminate this Lease by delivering to Landlord an irrevocable written notice of termination (the ‘Termination Notice”) on or before the last day of the one hundred forth thirty-sixth (104th36th) full calendar month of the Term, time being of the essence, and if Tenant timely delivers the Termination Notice to Landlord, this Lease shall terminate as of the last day of the forty-fifth (45th) full calendar month of the Term with respect to (the second Termination Option (as applicable, the “‘Termination Date”), upon Tenant’s delivery provided that Tenant has fulfilled all of written notice the conditions set forth in Section 40(b), below. (b) In order for the Termination Notice to be effective, the Termination Notice shall include a certified check payable to Landlord in an amount equal to the then-unamortized costs (as of the Termination Date) incurred by Landlord in leasing the Premises to Tenant (the “Termination NoticeLeasing Costs”), which notice including but not limited to all leasing commissions paid by Landlord in connection with the leasing of the Premises and the amount of the Improvement Allowance (“Termination Payment”). The amortization of the Leasing Costs shall be delivered effected as though the total of such costs was the principal amount of a promissory note, bearing interest at the rate of ten percent (10%) per annum, where the principal (and all interest thereon) shall be repaid during a five (5) year period commencing on the Rent Commencement Date in equal monthly installments of principal and interest in such amount as to Landlord on or before cause the date which is twelve (12) full calendar months prior principal balance to be reduced to zero as of the applicable last day of the Term. The Termination Payment shall be in addition to, and not in lieu of, the payments of Minimum Rental, Additional Rental and all other charges accruing under the Lease through the Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” Time shall be equal to (A) of the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date essence with respect to the first Termination Option, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt delivery of the Termination Notice and the Termination FeePayment. Notwithstanding the foregoing, this in the event that Tenant is in default under the Lease on the date on which Tenant delivers the Termination Notice or is in default under the Lease at any time between such date and the Termination Date, or if Tenant fails to deliver the Termination Payment at the time it delivers the Termination Notice to Landlord (time being of the essence), then, at Landlord’s sole option, the Termination Notice may be deemed by Landlord to be void and of no further force and effect and the Lease shall automatically terminate continue in full force and effect for balance of the Term, and Landlord, if the Termination Notice is deemed invalid, shall return the Termination Payment to Tenant. (c) If the Lease is terminated pursuant to and in accordance with the provisions of this Section 40, then, as of the Termination Date, neither Landlord nor Tenant shall have any rights or obligations under the Lease and Landlord shall be free to lease the Premises to any persons or entities for a term beginning on the Termination Date; provided that Tenant shall vacate the Premises in accordance with the terms and conditions of Section 6, above, on or before the Termination Date; and provided further, however, that Tenant shall remain obligated for any liabilities or obligations under the Lease (including without limitation the obligation to pay Minimum Rental, Additional Rental and all other amounts payable under the Lease) accruing prior to the Termination Date, which obligation shall survive indefinitely the termination of the Lease. (d) Should Tenant fail to surrender the Premises to Landlord on or before the Termination Date, time being of the essence, then, at Landlord’s sole option: (i) Landlord shall be entitled to exercise all of the rights and remedies available to Landlord under the Lease upon the occurrence of an Event of Default hereunder (and such other rights and remedies as may be available to Landlord at law or equity); (ii) Tenant shall be liable to Landlord as a hold-over tenant under the Lease and shall be subject to the terms and conditions of Section 31, above; and (iii) if Tenant fails to surrender the Premises to Landlord within ten (10) days after notice by Landlord, the Termination Notice may be deemed void and of no further force or effect and the Lease shall continue in full force and effect, in which event Landlord shall return the Termination Payment to Tenant and all rights of Tenant under this Section 40 shall immediately lapse and be of no further force or effect, and Landlord and . Tenant shall be relieved indemnify and hold harmless Landlord from and against any and all costs, expenses, liabilities and damages (including attorneys’ fees) resulting from such holding over, including but not limited to any costs, expenses, liabilities or damages resulting from (A) Landlord’s failure to deliver the Premises to a prospective tenant; and (B) Landlord’s removal from the Premises of their respective obligations under this Lease, as any of the Termination Date, except with respect to those obligations set forth in this Lease, which specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.3, (y) Tenant’s right equipment, furniture or personal property in order to deliver possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease (beyond the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice to Landlord. The Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignee' interest in this Leasea prospective tenant.

Tenant Termination Right. Notwithstanding any provision Subject to the contrary contained in terms and conditions of this Lease, Tenant shall have two (2) options (each, a "Termination Option") to terminate Section 2.2 below and cancel this Lease effective as of provided that (i) Tenant is not in default under the last day Lease beyond any applicable notice and cure period as of the ninety-second (92nd) full calendar month date of Tenant’s delivery of the Lease Term with respect to the first “Termination OptionNotice,” as that term is defined below, and (ii) Tenant has provided Landlord with written notice (which notice may be included with the last day of Termination Notice) that Tenant has failed to raise an additional $20,000,000.00 or more in new funding prior to the one hundred forth “Termination Notice Date” (104thas defined below) full calendar month of (the “Funding Condition”), then the Tenant originally named in this Amendment (the “Original Tenant”) shall have the one-time right (the “Tenant Termination Right”) to terminate the Lease Term with respect to the second Termination Option in its entirety effective as of September 30, 2018 (as applicable, the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be ) delivered to Landlord on or before the date which is not earlier than twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the less than nine (9) calendar months following (the “Termination Notice Date”) prior to the Termination Date Date, irrevocably exercising the Tenant Termination Right. Time is of the essence with respect to the first delivery of the Termination Option, and (B) Notice. In no event shall Tenant be entitled to exercise the total amount Tenant Termination Right if an event of Base Rent and estimated Direct Expenses which would otherwise have been paid material economic default by Tenant (as if this under the Lease had not been terminated) for remains uncured at the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to time of Landlord’s timely receipt of the Termination Notice (beyond the applicable notice and cure periods). Provided Tenant (a) properly exercises the Tenant Termination Right in accordance with the terms of this Section 2.2, and (b) maintains its eligibility to properly exercise such Tenant Termination Right, then, effective as of the Termination FeeDate, this the Lease shall automatically terminate and be of no further force or effect, and Landlord and Tenant shall be relieved of their respective obligations under this the Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease, the Lease with respect to the period of Tenant’s tenancy through the Termination Date or such obligations which specifically survive the expiration or earlier termination of this the Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, the Lease up to and including the Termination Date. Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth The rights contained in this Section 2.3, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease (beyond the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice to Landlord. The Termination Options granted to Tenant under this Section 2.3 is 2.2 shall be personal to the Original Tenant and its Permitted Transferee Assignee and may not only be exercised by the Original Tenant (and not any assignee, sublessee, or any sublessee or other transferee of the Original Tenant’s or its Permitted Transferee Assignee' interest in this the Lease). Notwithstanding anything set forth in the Lease to the contrary, if the Lease is terminated as a result of a Tenant default, then for purposes of determining Landlord’s damages pursuant to Section 1951.2 of the California Civil Code, Tenant’s right to terminate the Lease early shall not be taken into consideration.