Common use of Termination Option Clause in Contracts

Termination Option. Tenant shall have a one-time right to terminate the Lease effective as of 11:59 p.m. on October 31, 2015 (the “Termination Date”), by providing Landlord written notice of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee (the “Termination Fee”) equal to the sum of (i) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.

Termination Option. Tenant shall have a one-time right the option to terminate the Lease effective as of 11:59 p.m. on October 31, 2015 (the “Termination Option”) at any time after the 39th month (the “Termination Date”), by providing Landlord provided that (a) Tenant gives written notice of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee Landlord (the “Termination FeeNotice”) at least 9 months prior to the Termination Date of Tenant’s desire to exercise the Termination Option, and (b) Tenant pays Landlord, at the time Tenant delivers the Termination Notice, a lease termination fee equal to (i) the sum of (i) $733,101.00, representing the unamortized balance cost of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (Work, amortized on a straight line basis at an annual a rate of 10%) incurred by Landlord with respect to this Amendment, 8% over the initial term of the Lease and (ii) three unamortized commissions paid by Landlord in connection with the Lease amortized on a straight line basis at a rate of 8% over the initial term of the Lease, plus: · 6 months of Minimum Annual Base Rent if the Lease is terminated between months 40 through 47 inclusive; or · 5 months of Base Rent if the Lease is terminated between months 48 through 55 inclusive; · 4 months of Base Rent if the Lease is terminated between months 56 through 60 inclusive; · 3 months of Base Rent if the Lease is terminated in month 61; · 2 months of Base Rent if the Lease is terminated in month 62; or · 1 month of Base Rent if the Lease is terminated in month 63. Tenant’s failure to comply with the aforesaid requirements shall be deemed a waiver of Tenant’s right to exercise the Termination Option. If Tenant exercises the Termination Option in accordance with the terms of this Paragraph 3, then the Lease shall terminate on the Termination Date specified in the Termination Notice and estimated Operating Expense payments (all calculated at the rate that would have been in effect Tenant shall not be liable for the three months following payment of Rent or any other sums due under the Lease after the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have a the one-time right option (the “Termination Option”) to terminate this Lease with respect to the Lease entire Premises (the “Termination”), effective as of 11:59 p.m. on October 31, 2015 the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date (the “Termination Date”) only (but on no other date) (for illustration purposes only, if the Lease Commencement Date occurs on August 1, 2019, then the Termination Date shall be July 31, 2026), by providing upon the following terms and conditions (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 Tenant shall give Landlord written notice of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee (the “Termination FeeNotice”) equal of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least nine (9) months prior to the sum of Termination Date (i) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, ). 2.4.2 There shall exist no event of Default under the Lease (beyond the expiration of any applicable notice and cure periods set forth in this right Lease) on the date Landlord receives the Termination Notice or on the Termination Date (provided that either of such conditions may be waived by Landlord in Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to terminate shall be void and of no further force Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or effect. Moreover, if Tenant fails to timely pay before the rent component Termination Date (time being of the essence). The “Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on ” shall mean the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or unamortized Leasing Costs (defined below) as of the Termination Date, as determined by Landlord, based upon an amortization period from the Lease Commencement Date until the Expiration Date (amortized with interest at five percent (5%) per annum) plus six (6) months of Base Rent (including parking charges) for the 6-month period immediately following the Termination Date. The term “Leasing Costs” shall mean the sum of (x) all brokerage commissions paid by Landlord in connection with this Lease with respect to the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at 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 this Lease shall continue in full force and effect as if Tenant had not elected to terminate this Lease, and/or (B) Landlord may at treat the same as an event of Default under this Lease and Landlord may pursue all of its option available rights and remedies in its sole discretion, declare this termination option void and of no further force or effectconnection therewith.

Termination Option. Tenant shall have a one-time right an option (the "Termination ------------------ Option") to terminate this Lease with respect to the Initial Premises and the Second Floor Option Space (if Tenant leases such space through the exercise of the Second Floor Expansion Option), or to terminate Tenant's lease of only a part of the Initial Premises and the Second Floor Option Space (if Tenant leases such space through the exercise of the Second Floor Expansion Option) (provided if Tenant terminates this Lease as to only a part of the Premises, (i) such part must consist of at least one full floor, (ii) Tenant may not terminate this Lease for a particular floor unless Tenant also terminates this Lease for all portions of the applicable space then leased by Tenant on higher floors, and (iii) if consisting of more than one full floor, may not include less than all space leased by Tenant on a floor [i.e., Tenant may not terminate only part of the space leased by Tenant on a particular floor]), effective as of 11:59 p.m. on October 31, 2015 the last day of the seventh year of the Term (the “"Termination Date”"). Tenant may not terminate this Lease with respect to any space leased by Tenant pursuant to the Fifth Floor Expansion Option, by providing the Right of First Refusal or the Right of First Opportunity or pursuant to separate negotiations between Landlord and Tenant. The Termination Option is granted subject to the following terms and conditions: (1) Tenant gives Landlord written notice of Tenant’s 's election to terminate exercise the Termination Option not later than 12 months prior to the Termination Date; (2) Tenant is not in Default under this Lease Lease, either on or the date that Tenant exercises the Termination Option on the Termination Date; and (3) Tenant pays to Landlord, not later than three months before November 1the Termination Date, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a cash lease termination fee (the “Termination "Fee”") in an amount equal to the sum product of (i) $733,101.00, representing 35.00 multiplied by the unamortized balance rentable area of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component part of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time Premises being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effectterminated.

Termination Option. Landlord and Tenant shall have a oneagree that Tenant’s “Termination Option” set forth in Paragraph 4 of the Tenant Addendum (as modified and amended by the Fifth Amendment) is hereby deleted in its entirety and is amended, and any Termination Option on the part of Tenant is superseded by and restated as of the Sixth Amendment Effective Date, as follows: “Landlord and Tenant agree that Tenant may terminate the Lease (the “Termination Option”) starting October 31, 2025, upon not less than twelve-time month’s prior written notice to Landlord (effective date of such termination being October 31, 2026). After October 31, 2026 and continuing until May 31, 2029 (the “Termination Option Expiration Date”), Tenant has the ongoing right to terminate the Lease effective as upon no less than twelve-month’s prior written notice to Landlord. However, Tenant may only exercise this right of 11:59 p.m. termination every six months or said right to terminate is forfeited until the next applicable six-month period of time. By way of illustration, if Tenant does not provide a twelve-month notice of its intent to terminate on or before October 31, 2015 2026 (the “Termination Date”such termination being effective October 31, 2027), by providing Landlord written Tenant may not provide a twelve-month notice of Tenant’s election to terminate this Lease on or before November 1April 30,2027 (such termination being effective April 30, 2014 (the “Notice Date”2028). If Tenant gives the termination notice, Tenant must pay does not provide a termination fee (the “Termination Fee”) equal twelve-month notice of its intent to the sum of (i) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant terminate on or before April 30, 2027, it may not provide another twelve-month notice of its intent to terminate until on or before October 31, 2027 with an effective date of October 31, 2028. The Termination Option may be exercised by Tenant one time, and one time only, for (1) all the Notice DatePremises (as previously modified and/or amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, and/or Fifth Amendment), or (2) the First Floor Expansion and/or the Second Expansion Premises (as defined in the Fourth Amendment). Landlord shall invoice Tenant for If the rent component (3 months of Minimum Annual Rent and Operating Expense payments) Termination Option is exercised, then effective as of the Termination Feetermination date, and payment of this portion the Lease shall terminate on such date as if it were the last day of the Initial Term. If the Termination Fee Option is not exercised prior to the Termination Option Expiration Date in accordance with the terms set forth herein, then Tenant shall be due and payable deemed to Landlord by have waived any further rights to terminate the date that is 60 days following the date of Landlord’s invoice. If Tenant fails Lease pursuant to give written notice of termination or to pay the $733,101 portion of the Termination Fee by Option. Under no circumstance shall the Notice Termination Option carry over beyond the Initial Term and into the Extension Term. For purposes of clarity and avoidance of doubt, as of and from the Termination Option Expiration Date, time being of the essence, this right Termination Option shall no longer be applicable and/or effective. Such notice to terminate shall be void and of no further force or effect. Moreovervia certified mail, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effectreturn receipt requested.

Termination Option. Tenant shall have a one-one (1) time right option to terminate this Lease (the Lease “Termination Option”), effective as of 11:59 p.m. on October March 31, 2015 2032 (the “Termination Date”), by providing . The Termination Option is granted subject to the following terms and conditions: (a) Tenant gives Landlord a written notice of Tenant▇▇▇▇▇▇’s election to terminate this Lease on or before November 1, 2014 (exercise the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee Termination Option (the “Termination FeeNotice”), which Termination Notice shall be given not later than nine (9) equal months prior to the sum of Termination Date (i) $733,101.00June 30, representing the unamortized balance of the 2031), TIME BEING OF THE ESSENCE. Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on may request for a straight line basis at an annual rate of 10%) incurred determination by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101as hereinafter defined) shall be paid by Tenant on or before after December 31, 2030 and Landlord agrees to provide such determination of the Notice Termination Fee within ten (10) business days of Tenant’s request; (b) Tenant is not in Default under this Lease either on the date of Tenant’s exercise of the Termination Option or, unless waived in writing by Landlord, on the Termination Date. ; (c) Tenant pays to Landlord shall invoice Tenant for the rent component fifty percent (3 months of Minimum Annual Rent and Operating Expense payments50%) of the Termination Fee, Fee (defined herein) together with delivery of the Termination Notice and payment of this portion the other fifty percent (50%) of the Termination Fee shall be due and payable not later than thirty (30) days prior to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.TIME BEING OF THE ESSENCE for each payment. The “

Termination Option. i. Landlord and Tenant shall have a oneagree that Tenant’s “Termination Option” set forth in Paragraph 4 of the Tenant Addendum (Exhibit B to the Lease) is hereby deleted in its entirety and is amended, and any Termination Option on the part of Tenant is superseded by and restated, as follows: “Landlord and Tenant agree that Tenant may terminate the Lease (the “Termination Option”) starting January 15, 2021, upon not less than twelve-time month’s prior written notice to Landlord (effective date of such termination being January 15, 2022). After January 15, 2022, Tenant has the ongoing right to terminate the Lease effective as of 11:59 p.m. on October 31, 2015 (the “Termination Date”), by providing Landlord upon no less than twelve-month’s prior written notice to Landlord. However, Tenant may only exercise this right of Tenant’s election termination every six months or said right to terminate this Lease is forfeited until the next applicable six month period of time. By way of illustration, if Tenant does not provide a twelve-month notice of its intent to terminate on or before November 1January 15, 2014 2022 (the “Notice Date”such termination being effective January 15, 2023), Tenant may not provide a twelve-month notice on or before June 15, 2022 (such termination being effective June 15, 2023). If Tenant gives the termination notice, Tenant must pay does not provide a termination fee (the “Termination Fee”) equal twelve-month notice of its intent to the sum of (i) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant terminate on or before June 15, 2022, it may not provide another twelve-month notice of its intent to terminate until on or before January 15, 2023 with an effective date of January 15, 2024. The Termination Option may be exercised by Tenant one time, and one time only, for (1) all the Notice DatePremises, or (2) the First Floor Expansion and/or the Second Expansion Premises (as defined in the Fourth Amendment). Landlord shall invoice Tenant for If the rent component (3 months of Minimum Annual Rent and Operating Expense payments) Termination Option is exercised, then effective as of the Termination Feetermination date, and payment of this the Lease shall terminate as to the specified portion of the Termination Fee shall be due and payable to Landlord by Premises on such date as if it were the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion last day of the Termination Fee by the Notice Date, time being of the essence, this right Initial Term. Such notice to terminate shall be void and of no further force or effect. Moreovervia certified mail, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effectreturn receipt requested.”

Termination Option. Tenant Subject to Sections 2.2.1.6 and 10.1, if Lexicon has not generated and delivered the notice contemplated by Section 2.2.1.3 with respect to the following percentages of the clones scheduled under the Development Plan to be delivered to TIGM by the relevant date set forth below, TIGM shall have a one-time right the right, by delivering notice to Lexicon within ten (10) days of such date, to terminate the Lease effective remaining obligations of Lexicon with respect to the generation and delivery to TIGM of the OmniBank II Library and receive a payment from Lexicon in the amount calculated as set forth herein. PERCENTAGE OF AGGREGATE NUMBER OF CLONES SCHEDULED UNDER THE DEVELOPMENT PLAN TO BE DELIVERED BY SUCH DATE FOR WHICH PERCENTAGE OF LEXICON HAS DELIVERED THE NOTICE POTENTIAL RECAPTURE DATE CONTEMPLATED BY SECTION 2.2.13 AMOUNT ------------------------------------ ------------------------------------------ ---------------------------------- First Anniversary of 11:59 p.m. on October 31, 2015 (Effective Date 30% 66.7% 18 Months After Effective Date 50% 50.0% Second Anniversary of Effective Date 70% 33.3% 30 Months After Effective Date 90% 16.7% The "Potential Recapture Amount" to which the “Termination Date”), by providing Landlord written notice relevant percentage set forth in the table would be applied to determine the amount of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee (the “Termination Fee”) such payment from Lexicon shall be equal to (a) the sum thirty million dollar ($30,000,000) amount received by Lexicon from the State under the Economic Development Agreement for the generation and delivery to TIGM of the OmniBank II Library less (b) Lexicon's aggregate maximum potential liability for repayment penalties under the Economic Development Agreement with respect to shortfalls in satisfying its job target obligations thereunder. In the event TIGM duly exercises the right set forth in this Section 9.2, (i) $733,101.00, representing TIGM shall be deemed to have elected such right to the unamortized balance exclusion of any claims under Section 9.3 below or otherwise that Lexicon's failure to deliver the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at number of clones contemplated by the Development Plan constitutes an annual rate Event of 10%) incurred by Landlord with respect to this Amendment, Default and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments Lexicon shall make the required payment within thirty (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component 30) days of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effectthereof.

Termination Option. Provided Tenant fully and completely satisfies each of the conditions set forth in this Section 2.4, Tenant shall have a one-the one time right option ("Termination Option") to terminate the this Lease effective as of 11:59 p.m. on October 31, 2015 the last day of the ninetieth (90th) full calendar month of the initial Term of this Lease only (the “"Termination Date”"). In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord written notice ("Termination Notice") of Tenant’s election its exercise of the Termination Option, which Termination Notice must be delivered to terminate Landlord at least twelve (12) months prior to the Termination Date; (b) at the time of the delivery of the Termination Notice to Landlord, Tenant shall not be in default under this Lease on or before November 1, 2014 after expiration of any applicable notice and cure periods; and (c) concurrently with Tenant's delivery of the “Termination Notice Date”). If Tenant gives the termination noticeto Landlord, Tenant must shall pay to Landlord a termination fee (the “"Termination Fee”") equal to the sum of six (i6) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees months (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate provided that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable increased to Landlord by the date that is 60 days following the date of Landlord’s invoice. If eight (8) months if Tenant fails to give written notice of termination or to pay the uses more than $733,101 portion 20.00 per rentable square foot of the Termination Fee by the Notice Date, time being Building of the essence, Additional Allowance pursuant to the Tenant Work Letter) of Monthly Rent calculated at the rate otherwise payable for the ninetieth (90th) full calendar month of the initial Term of this Lease. The right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of exercise the Termination Fee, Option is personal to the Original Tenant and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effectAffiliated Assignee.

Termination Option. Tenant shall have a one-time right to terminate the Lease effective as of 11:59 p.m. on October 31, 2015 option (the “Termination Date”), by providing Landlord written notice of Tenant’s election Termination Option”) to terminate this Lease on or before November 1, 2014 as of the expiration of the 84th full calendar month following the Rent Commencement Date for Increment 1 (the “Notice Early Termination Date”)) with respect to the entire Premises then demised under the Lease, except that Tenant’s Termination Option shall not apply to any First Refusal Space or Expansion Option Space delivered to Tenant on or after the first anniversary of the Rent Commencement Date for Increment 1. If Tenant gives Tenant’s Termination Option shall be exercised, if at all, by (i) written notice to Landlord given no later than twelve (12) full calendar months prior to the termination noticeEarly Termination Date, Tenant must pay and (ii) Tenant’s payment to Landlord of a termination fee (the “Termination Fee”) equal to the sum of (A) the unamortized cost (as of the Early Termination Date) of (1) the brokerage commissions paid by Landlord in connection with this Lease to the brokers identified in the Section 1.10 of the Lease, and (2) the Allowance disbursed by Landlord pursuant to the Work Letter, (B) an amount equal to the Base Rent, Taxes, Expenses and parking charges that would have been paid by Tenant for the three (3) calendar months following the Early Termination Date (as reasonably estimated by Landlord in the case of Taxes and Expenses), and (C) Three Hundred Seventy-One Thousand Five Hundred Seventy-Two Dollars ($371,572.00), which amount the parties agree to be the unamortized amount of free rent (and interest thereon at the rate set forth below) granted to Tenant with respect to (i) $733,101.00Increment 1 for the period from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is January 15, representing 2014) through June 30, 2014 (i.e., the unamortized balance period during which Base Rent for Increment 1 is abated), and (ii) Increment 2 for the period from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is May 15, 2014) through June 30, 2014 (i.e., the period during which Base Rent for Increment 2 is calculated on the basis of 15,433 rentable square feet rather than 58,073 rentable square feet). For purposes of clause (A) above, the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees (amortized amortization shall be computed on a straight line basis at an annual rate of 10%) incurred by Landlord over the period commencing on the Rent Commencement Date for Increment 1 and ending on the Termination Date, with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated interest at the rate that would have been in effect for the three months following the Termination Date)of 5% per annum. The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before to Landlord concurrently with Tenant’s delivery of its exercise notice, and if not so paid, then at Landlord’s option Tenant’s Termination Option shall be deemed to have not been validly exercised. Within thirty (30) days after Tenant’s request, but not sooner than the Notice Date. 70th full calendar month following the Rent Commencement Date for Increment 1, Landlord shall invoice give notice to Tenant of the dollar amounts of the items specified in clauses (ii)A,1, 2 and 3 above, as well as the dollar amounts of the corresponding items applicable to First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, as set forth in the rent component (3 months of Minimum Annual Rent next paragraph. Using such information, the parties shall cooperate with each other to determine and Operating Expense payments) agree upon the actual amount of the Termination Fee, but Tenant shall in any event remain obligated to pay the Termination Fee concurrently with Tenant’s delivery of its exercise notice as set forth above. If Tenant shall lease any First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, then, as set forth above, Tenant’s Termination Option shall apply to such space, and payment of this portion of the Termination Fee shall be due and payable increased by an amount equal to Landlord by the date that is 60 days following the date sum of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion (A) unamortized amount (as of the Early Termination Fee Date) of any tenant improvement allowance granted by Landlord to Tenant with respect to Tenant’s lease of such space (or the Notice Datecost of any work performed by Landlord in connection with Tenant’s initial occupancy of such space, time being as the case may be), any brokerage commissions paid by Landlord in connection with Tenant’s lease of such space, any free rental period with respect to Tenant’s lease of such space, any free parking period with respect to Tenant’s lease of such space, such amortization to be computed on a straight line basis over the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay period commencing on the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default commencement date under this Lease with respect to such space (or, if the rent commencement date is not the first day of a calendar month, on the part Tenant is continuing beyond any notice and grace period as first day of the date Tenant exercises this termination option or as of first full calendar month after the rent commencement date), and ending on the Termination Date, together with interest at the rate of 5% per annum, and (B) an amount equal to the Base Rent, Taxes and Expenses and parking charges that would have been paid by Tenant for such space for the three (3) calendar months following the Early Termination Date (as reasonably estimated by Landlord may at its option in the case of Taxes and in its sole discretion, declare this termination option void and of no further force or effectExpenses).

Termination Option. Provided Tenant fully and completely satisfies each of the conditions set forth in this Section 2.2, Tenant shall have a one-time right the option (“Termination Option”) to terminate the Lease (as amended by this Second Amendment) effective as of 11:59 p.m. on October May 31, 2015 2008 (the “Termination Date”)) only. In order to exercise the Termination Option, by providing Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord written notice (“Termination Notice”) of Tenant’s election its exercise of the Termination Option, which Termination Notice must be delivered to terminate this Lease Landlord on or before November 1August 31, 2014 2007, (b) at the “Notice Date”). If Tenant gives time of the termination noticeTermination Notice, Tenant must shall not be in default under the Lease (as amended by this Second Amendment) after notice and expiration of applicable cure periods, and (c) Tenant shall pay to Landlord a termination fee (the “Termination Fee”) equal in the amount of Seven Hundred Forty-Five Thousand Dollars ($745,000.00). However, if as of the date of the Termination Notice, (1) Landlord has paid to Tenant the Proposition 13 Purchase Price pursuant to Section 5.4 below, then the Termination Fee shall be increased by that portion of the Proposition 13 Purchase Price applicable to the period after the Termination Date, or (2) Tenant has exercised its right of first offer pursuant to Article 32 of the Original Lease (as amended by Section 10 below), then the Termination Fee shall be increased by the sum of (iA) $733,101.00, representing the unamortized balance discounted present value (using a discount factor of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees ten percent (amortized on a straight line basis at an annual rate of 10%) per annum) of an amount equal to six (6) installments of monthly Basic Rental for the First Offer Space at the rate which would have been payable by Tenant for the First Offer Space for the first six (6) months after the Termination Date and (B) the unamortized amount, as of the Termination Date, of any out-of-pocket sums expended by Landlord in connection with any such expansion (including, without limitation, any sums expensed by Landlord to improve the First Offer Space and any brokerage commissions incurred by Landlord in connection with respect such expansion) with such amortization to this Amendmentbe calculated over an amortization period from the effective date of Tenant’s lease of the First Offer Space until May 31, 2011, based upon equal monthly payments of principal and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated interest throughout such amortization period, with interest imputed on the outstanding principal balance at the rate that would have been in effect for the three months following the Termination Date)of ten percent (10%) per annum. The transaction cost component Fifty percent (50%) of the Termination Fee ($733,101) shall must be paid by Tenant on or before the Notice Date. to Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) concurrently with Tenant’s delivery of the Termination FeeNotice (as a further condition to Tenant’s exercise of the Termination Option), and payment of this portion the remaining fifty percent (50%) of the Termination Fee shall be due and payable paid by Tenant to Landlord by the date that is 60 days following within three (3) months after the date of Landlorddelivery of the Termination Notice. Tenant’s invoicedelivery of the Termination Fee to Landlord shall not relieve Tenant of its obligation to make all other payments to Landlord due under the Lease (as amended by this Second Amendment) through the Termination Date. If Notwithstanding anything contained in this Section 2.2 to the contrary, in the event Tenant fails to give written notice deliver the remaining fifty percent (50%) of termination the Termination Fee to Landlord within three (3) months after the date of delivery of the Termination Notice, Landlord shall have the option to either (i) deem the Termination Notice rescinded, in which case the Lease (as amended by this Second Amendment) shall continue in full force and effect for the remainder of the Extended Term and Landlord shall forthwith refund to Tenant the initial fifty percent (50%) of the Termination Fee previously paid by Tenant less any out-of-pocket expenses Landlord may have incurred in marketing and attempting to lease the Premises to a successor tenant(s) after Landlord’s receipt of Tenant’s Termination Notice (e.g., advertising costs, costs of printing marketing materials and attorneys fees and space planning costs incurred in connection with potential transactions with a successor tenant(s)), or (ii) deem the Lease (as amended by this Second Amendment) terminated as of the Termination Date and pursue any remedies Landlord may have against Tenant for failure to pay the $733,101 such portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.

Termination Option. 30.1 Subject to the provisions of this Article XXX, Tenant shall have a the one-time right, exercisable at its option, to terminate this Lease effective at the expiration of the eighth (8th) Lease Year; provided, however, if the Lease Term is extended to include the Abatement Extension Period in accordance with the terms of this Lease, then such termination right will be effective at the date that is two (2) years prior to the end of such extended Lease Term (as compared to the expiration of the eighth (8th) Lease Year). Notwithstanding the foregoing terms of this Section 30.1, if at any time, Tenant elects to renew the term of this Lease in accordance with the terms of this Lease, then the termination option granted by the terms of this Article XXX will automatically terminate and be of no further force and effect. Tenant shall have no right to terminate this Lease if an Event of Default exists at the time Tenant exercises its termination right hereunder. 30.2 Tenant may exercise its right of termination under this Article XXX by (i) giving Landlord an irrevocable notice of termination at least twelve (12) months prior to the date on which this Lease effective as of 11:59 p.m. on October 31, 2015 shall be so terminated (the “Termination DateNotice”)) and (ii) paying to Landlord, by providing Landlord written notice of Tenant’s election at the same time as it delivers its Termination Notice to terminate this Lease on or before November 1Landlord, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee payment (the “Termination FeePayment”) ). The Termination Payment is an amount equal to the sum of (ia) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees portion (amortized on over a straight line basis over the number of months in the initial Term of the Lease (including the Abatement Extension Period if applicable), or if such amount was provided after the date of this Lease, over the remaining initial Term of the Lease (including the Abatement Extension Period if applicable) from the date so provided), at an annual the rate of ten percent (10%) incurred per annum, of the sum of (1) all tenant improvement allowances provided by Landlord with respect to Tenant pursuant to the terms of this AmendmentLease, (2) any brokerage commissions paid by Landlord (capped at 3.75% of an amount equal to the Base Rent for the full Lease Term less any abated Monthly Base Rent, including any Base Rent for additional space leased by Tenant), and (ii3) three any unamortized elective tenant improvement allowances pursuant to Section 5(b) of the Work Agreement attached hereto as Exhibit B, and, plus (b) an amount equal to four (4) full months of Minimum Annual Monthly Base Rent and estimated Operating Expense payments (all calculated at first occurring after the rate that would have been effective date set forth in effect for the three months following the Termination Date)Notice. The transaction cost component Landlord agrees to provide Tenant with a written calculation of the Termination Fee Payment within thirty ($733,10130) days of Tenant’s request for such calculation. 30.3 If the Termination Notice is not given timely or if the Termination Payment is not made timely to Landlord, Tenant’s right of cancellation shall be paid by of no force or effect and this Lease shall continue through the full Lease Term. If the Termination Notice is given timely and the Termination Payment is made timely, this Lease shall terminate on the effective date set forth in the Termination Notice. In such event, the effectiveness of such termination shall not be impacted, and Tenant on or before shall not owe any additional payment to Landlord, notwithstanding either party’s subsequent determination that the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) amount of the Termination FeePayment was inaccurate. 30.4 Notwithstanding anything to the contrary in this Article XXX, and payment Tenant shall remain liable for any payments which may become due under the Lease prior to the effective date of termination of this portion Lease. 30.5 The provisions of the Termination Fee shall be due this Article XXX are personal to Blackboard Inc. and payable to Landlord by the date any Permitted Transferee that is 60 days following the date has assumed in writing all of LandlordBlackboard, Inc.’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default obligations under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretionentirety, declare this termination option void and may be exercised only by Blackboard Inc. and such Permitted Transferee and not by any assignee or other subtenant of no further force or effect.Blackboard Inc.

Termination Option. Effective as of October 1, 2019, Article 41 of the Lease, Paragraph 10 of the Fourth Amendment, and Paragraph 9 of the Fifth Amendment are hereby deleted in their entirety and Tenant shall have a one-time the following termination option (the “Termination Option”): (a) So long as (i) the Lease is then in full force and effect; and (ii) no default by Tenant after the expiration of any applicable notice and cure periods then exists under the Lease, Tenant shall have the right upon the delivery of irrevocable notice to Landlord delivered not later than October 1, 2025 (the “Termination Notice Deadline”) to terminate the Lease as to all or any portion (as determined by Tenant in its sole and absolute judgment) of the Remaining Premises with an effective as date of 11:59 p.m. on October 31September 30, 2015 2026 (the “Termination Date”), by providing Landlord written notice in which case the Lease shall terminate on the Termination Date as to all or such portion of Tenant’s election the Remaining Premises. In the event that Tenant elects to terminate this the Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination noticeas provided herein, Tenant must shall pay to Landlord on the Termination Date a termination fee (the “Termination Fee”) equal to the sum of of: (ia) $733,101.00, representing the unamortized balance portion of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees commission paid to Broker (amortized on a straight line basis at an annual rate of 10%as such term is defined in Paragraph 21 below) incurred by Landlord solely with respect to this AmendmentSixth Amendment (provided that Landlord has delivered to Tenant a true, correct and complete copy of the fully-executed agreement and all amendments thereto executed by Landlord and Broker evidencing the commissions, fees and other sums paid by Landlord to Broker); (b) the unamortized portion of the Cash Payment (as such term is defined in Paragraph 19 below) given to Tenant; and (iic) three months the unamortized portion of Minimum Annual the Rent Abatement provided under Section 5 of this Sixth Amendment. The amounts described in the preceding sentence shall be amortized on a straight-line basis and estimated Operating Expense payments shall include an interest factor of seven (all calculated at the rate that would have been in effect 7%) percent per annum for the three months following time period from the Termination Date to the Expiration Date). The transaction cost component In the event that Tenant elects to terminate only a portion of the Remaining Premises, the Termination Fee ($733,101) shall be paid by Tenant on or before prorated based upon the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) ratio of the Termination Fee, and payment of this portion of square footage terminated to the square footage remaining. The Termination Fee shall be due and payable to Landlord by Tenant on the date that is 60 days following the date of Landlord’s invoice. Termination Date. (b) If Tenant fails to give written notice of termination exercise the Termination Option on or prior to the Termination Notice Deadline or to pay the $733,101 portion of Termination Fee on or prior to the Tenant Termination Date, Tenant shall have no further right to terminate the Lease. (c) If Tenant properly exercises the Termination Option and pays the Termination Fee by in accordance with this Paragraph 14, then on or before the Notice Termination Date, time being Tenant will deliver up possession to Landlord of the essence, this right Remaining Premises which is the subject of such termination in accordance with the provisions of the Lease. (d) The Termination Option is personal to Tenant and is not assignable. The Termination Option will terminate shall and be void and of no further force or effect. Moreover, if Tenant fails to timely pay effect upon the rent component assignment or sublet of all or any portion of the Termination FeeRemaining Premises by Tenant, and such failure continues for more than 5 business days following written notice but only with respect to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as that portion of the date Tenant exercises this termination option Remaining Premises actually assigned or sublet (such Termination Option remaining in effect as to any portion of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force Remaining Premises not actually assigned or effectsublet).

Termination Option. Provided Tenant satisfies each of the conditions set forth in this Section 8, Tenant shall have a one-time right the ongoing option (“Termination Option”) to terminate the Lease with regard to the Expansion Space effective as of 11:59 p.m. on October at any time after July 31, 2015 (the “Termination Date”). In order to exercise the Termination Option, by providing Tenant must satisfy each and every one of the following conditions: (a) Tenant must give Landlord written notice (“Termination Notice”) of its intention to terminate the Lease for the Expansion Space, which Termination Notice must be delivered to Landlord at least one hundred twenty (120) days prior to the Termination Date, (b) at the time of the Termination Notice Tenant shall not be in default under the Lease after expiration of applicable cure periods, and (c) within seven (7) business days following Tenant’s election to terminate this Lease on or before November 1, 2014 (receipt of notice containing the calculation of the “Notice Date”). If Tenant gives the termination noticeTermination Fee” (as defined herein) from Landlord, Tenant must shall pay to Landlord a termination fee (the “Termination Fee”) equal to the sum of (i) $733,101.00, representing the unamortized balance of the Tenant Allowancebalance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, of (A) the cost of the Improvements in connection with this Fourth Amendment, and (B) the brokerage commissions paid by Landlord may in connection with this Fourth Amendment. Amortization shall be calculated on a twenty-five (25) month amortization schedule commencing as of the Expansion Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at its option and in its sole discretion, declare this termination option void and the rate of no further force or effect[***] percent ([***]%) per annum.

Termination Option. A. Tenant shall have a one-time the right to terminate accelerate the Lease effective as Termination Date (“Acceleration Option”) of 11:59 p.m. on October the Lease, with respect to the entire Premises only, from November 30, 2025 to January 31, 2015 2022 (the “Accelerated Termination Date”), by providing if: 1. There is no Monetary Default or Material Non-Monetary Default under the Lease past any applicable notice and cure period at the date Tenant provides Landlord written notice with an Acceleration Notice (hereinafter defined); and 2. Tenant is subleasing more than fifty percent (50%) of Tenant’s election to terminate this Lease the Premises other than in connection with a Permitted Transfer or Approved User and such sublease cannot be terminated on or before November the Accelerated Termination Date; and 3. The Lease has not been assigned (other than pursuant to a Permitted Transfer or an Approved User, as each are defined in Article XII of the Lease) on the date Tenant delivers its Acceleration Notice; and 4. Landlord receives notice of acceleration (“Acceleration Notice”) on or before February 1, 2014 2021; and 5. Tenant has not exercised its Right of First Refusal pursuant to Section II above; and 6. For a period of twelve (12) months following the Accelerated Termination Date, Tenant will not lease sublease, license or occupy space in another Class “Notice Date”). A” building the Downtown Minneapolis Central Business District for purposes of moving its business operations to such building. B. If Tenant gives exercises its Acceleration Option, Tenant, simultaneously with delivery of the termination noticeAcceleration Notice, Tenant must shall pay a termination fee (the “Termination Fee”) to Landlord an amount equal to the sum of (i) three (3) months of the then-current Base Rent and Tenant’s Pro Rata Share of Expenses and Taxes; plus (ii) Four Million Eight Hundred Ninety-Nine Thousand Seven Hundred Fifty-Two and 18/100 Dollars ($733,101.00, representing 4,899,752.18) (which amount represents the unamortized balance portion of the Tenant Allowanceconcessions, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) commissions, allowances, free rent or other expenses incurred by Landlord in connection with respect to this Amendmentthe Premises, and determined using an interest rate of 8% per annum.) (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at collectively, the rate that would have been in effect for the three months following the Termination Date“Acceleration Fee”). The transaction cost component Acceleration Fee is payable as a fee in connection with the acceleration of the Termination Fee ($733,101) Date and not as a penalty. Tenant shall be paid by Tenant on or before remain liable for all Base Rent, Additional Rent and other sums due under the Notice Date. Lease up to and including the Accelerated Expiration Date even though final determination of such amounts and reconciliation of such amounts may occur subsequent to the Accelerated Expiration Date so that Landlord shall invoice Tenant have the right to reconcile Expenses in accordance with Section IV.B. of this Lease for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of calendar year in which the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. Accelerated Expiration Date occurs. C. If Tenant fails to give written notice of termination or deliver the Acceleration Fee to pay Landlord simultaneously within the $733,101 portion delivery of the Termination Fee by the Notice DateAcceleration Notice, time being then Landlord, at its option may (i) declare Tenant’s exercise of the essenceAcceleration Option to be null and void; or (ii) continue to honor Tenant’s exercise of its Acceleration Option, this right to terminate in which case, Tenant shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay remain liable for the rent component payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as Date in accordance with paragraph B above. D. As of the date Tenant exercises this termination option provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any portion of the Improvement Allowance not claimed by Tenant in accordance with the Lease as of the Termination Datesuch date, Landlord may at its option shall immediately be deemed terminated and in its sole discretion, declare this termination option void and no longer available or of no any further force or effect.

Termination Option. Tenant shall have a one-time right to may at its option terminate the this Lease effective as of 11:59 p.m. on October 31, 2015 (the “Termination Option”) effective as of the last day of the fifth year of the Extended Term (such date, the “Early Termination Date”), ) by providing Landlord written delivering notice of Tenant’s election its intent to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee (the “Termination FeeNotice”) no later than the last day of the 51st month after the Relocation Commencement Date to Landlord. If Tenant does not timely send the Termination Notice, Tenant shall be deemed to have waived the Termination Option for the applicable year. Tenant may not exercise the Termination Option for so long as Tenant is in default under the Lease with the giving of notice and opportunity to cure expired; and, in such event, if Tenant does elect to terminate the Lease, such election shall not be effective and the Lease shall remain in effect. If Tenant properly exercises the Termination Option, this Lease shall terminate as of the Early Termination Date. No later than 30 days prior to the Early Termination Date, Tenant shall pay the Termination Fee. The “Termination Fee” shall be an amount equal to the sum of (ia) $733,101.00, representing the unamortized balance portion of the Tenant Allowance, brokerage commissions and Landlord’s attorney’s fees costs (to be amortized on over a straight line basis period of ten (10) years at an annual non-compounded interest rate of 108%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay Contribution, plus (b) the $733,101 unamortized portion of the Termination Fee any brokerage commission (to be amortized over a period of ten (10) years at an annual non-compounded interest rate of 8%) paid by the Notice DateLandlord in connection with this Second Amendment, time being plus (c) an amount equal to three (3) months of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effectMonthly Base Rent.

Termination Option. Notwithstanding anything else herein contained, Tenant shall have a one-time the right to terminate the this Lease effective as of 11:59 p.m. on October 31, 2015 (the “Early Termination Date”), by providing subject to the following terms and conditions: (a) Tenant shall give Landlord written notice of Tenant’s its election to terminate this the Lease on or before November 1not less than 12 months prior to the Early Termination Date; (b) Tenant shall pay Landlord, 2014 (the “Notice Date”). If Tenant gives the termination noticein consideration for such early termination, Tenant must pay a termination fee (the “Termination Fee”) equal to the sum of the following: (i) $733,101.00monthly Rent paid by Tenant pursuant to Articles 5(a) and 5(b) for the preceding months, representing plus (ii) the unamortized balance of (x) the funds actually disbursed by Landlord pursuant to [Tenant Improvement/Moving Allowance, ] and (y) brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred paid by Landlord with respect to this Amendment(which, for these purposes, shall be amortizable over the original Term). Payment of 50% of the termination fee shall accompany the notice of early termination, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) remaining 50% shall be paid by Tenant at least 30 days prior to the Early Termination Date. (c) No Event of Default shall have occurred and be in existence on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of LandlordTenant’s invoice. If Tenant fails to give written notice of termination or its election to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, exercise this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this early termination option or as during the period from and including the date of such notice through and including the Early Termination Date. (d) Tenant’s notice of early termination shall automatically nullify Landlord’s obligation to make funds available for painting and other renovations at the end of the Termination Datemonth of the Term pursuant to Article , Landlord and all other options (if any) Tenant may at its option and in its sole discretionhave to renew, declare extend, or otherwise modify this termination option void and of no further force or effectLease.

Termination Option. Tenant shall have a one-time right the option ("Termination Option") to terminate the Lease with respect to the Expansion Premises only upon the following terms and provisions: (a) Tenant gives Landlord prior written notice ("Termination Notice") of Tenant's exercise of the Termination Option specifying an effective as of 11:59 p.m. on October 31, 2015 date for such termination (the “"Expansion Termination Date”), ") as a date not less than nine (9) months subsequent to Landlord's receipt of the Termination Notice. The Termination Notice shall not be effective unless accompanied by providing Landlord written notice of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee (the “"Termination Fee”") equal in certified funds in the amount set forth below: EXPANSION TERMINATION DATE TERMINATION FEE -------------------------- --------------- December 1, 1996-September 30, 1997 None October 1, 1997-September 30, 1998 $222,091.00 October 1, 1998-September 30, 1999 $202,735.00 October 1, 1999-September 30, 2000 $178,033.00 October 1, 2000-September 30, 2001 $151,240.00 October 1. 2001-September 30, 2002 $122,063.00 October 1, 2002-September 30, 2003 $90,070.00 The Termination Fee shall be earned by Landlord upon receipt and shall not be refundable under any circumstances. (b) Tenant is not in default under the Lease either on the date Tenant delivers the Termination Notice of at any time prior to the sum Expansion Termination Date. (c) The Termination Option herein granted shall automatically terminate upon the earliest to occur of (i) $733,101.00the expiration or termination of the Lease, representing (ii) the unamortized balance termination of Tenant's right to possession of the premises or the Expansion Premises, (iii) any assignment or subletting by Tenant, or (iv) the failure of Tenant to timely or properly exercise the Termination Option. (d) Tenant shall remain obligated to perform each and every term, covenant, condition and agreement to be performed by Tenant under the Lease, including, without limitation, the obligation of the Tenant Allowance, brokerage commissions to pay all Rent and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate other payments which are the obligation of 10%) incurred by Landlord the Tenant under the Lease with respect to this Amendment, the Expansion Premises through and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at including the rate that would have been in effect for the three months following the Expansion Termination Date). The transaction cost component Tenant's exercise of the Termination Fee ($733,101) Option shall be paid by Tenant on or before in no manner affect Tenant's obligations under the Notice Date. Landlord shall invoice Tenant for Lease with respect to the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effectremaining premises.

Termination Option. Tenant 26.1. Tenant, by notice to Landlord (the "Early Termination Notice") given no later than one (1) year prior to the Termination Date (as hereinafter defined), shall have a the one-time right to terminate this Lease (the "Termination Option") effective on the date which is three (3) years prior to the then-current expiration date of the Lease effective as of 11:59 p.m. on October 31, 2015 (the “"Termination Date”"), by providing Landlord written notice of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). 26.2. If Tenant gives shall exercise the termination noticeTermination Option, then: (i) Tenant must shall pay a termination fee to Landlord an amount (the “"Termination Fee”") equal to the sum of (ia) $733,101.00, representing 15 months Fixed Rent for the Demised Premises (calculated based upon the rent scheduled to be paid during the fifteen (15) month period commencing on the Termination Date) and (b) the unamortized balance portions of the any Tenant Allowance, brokerage allowances granted by Landlord pursuant to Sections 27 and 28 and Exhibit "L" hereof and any prepaid broker's commissions (with amortization and Landlord’s attorney’s fees such unamortized portions being calculated based upon a ten (amortized on a straight line basis 10) year level payment amortization schedule at an annual interest rate of 10%) incurred by Landlord with respect to this Amendment), and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the which Termination Fee shall be due and payable to Landlord by fifty percent (50%) with the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion delivery of the Early Termination Fee by Notice and the Notice balance upon the Termination Date; and (ii) the Term shall expire on the Termination Date as if the Termination Date were the Expiration Date, time being but such expiration shall not release Tenant from its obligations with respect to periods prior thereto. 26.3. The Termination Option may only be exercised during the initial Term of the essence, this right Lease (as the same may have been extended pursuant to terminate shall be void Section 27 and/or 28 hereof) and not during either of no further force or effectthe Renewal Terms provided for in Section 29. Moreover, the Termination Option may not be exercised by Tenant if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material is in default under the terms of this Lease on the part Tenant date which is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of twelve (12) months prior to the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.

Termination Option. Provided Tenant satisfies each of the conditions set forth in this Section 8, Tenant shall have a one-time right the ongoing option (“Termination Option”) to terminate the Lease with regard to the Expansion Space effective as of 11:59 p.m. on October at any time after July 31, 2015 (the “Termination Date”). In order to exercise the Termination Option, by providing Tenant must satisfy each and every one of the following conditions: (a) Tenant must give Landlord written notice (“Termination Notice”) of its intention to terminate the Lease for the Expansion Space, which Termination Notice must be delivered to Landlord at least one hundred twenty (120) days prior to the Termination Date, (b) at the time of the Termination Notice Tenant shall not be in default under the Lease after expiration of applicable cure periods, and (c) within seven (7) business days following Tenant’s election to terminate this Lease on or before November 1, 2014 (receipt of notice containing the calculation of the “Notice Date”). If Tenant gives the termination noticeTermination Fee” (as defined herein) from Landlord, Tenant must shall pay to Landlord a termination fee (the “Termination Fee”) equal to the sum of (i) $733,101.00, representing the unamortized balance of the Tenant Allowancebalance, brokerage commissions and Landlord’s attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Date). The transaction cost component of the Termination Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence, this right to terminate shall be void and of no further force or effect. Moreover, if Tenant fails to timely pay the rent component of the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, of (A) the cost of the Improvements in connection with this Fourth Amendment, and (B) the brokerage commissions paid by Landlord may in connection with this Fourth Amendment. Amortization shall be calculated on a twenty-five (25) month amortization schedule commencing as of the Expansion Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at its option and in its sole discretion, declare this termination option void and the rate of no further force or effectseven percent (7%) per annum.