Common use of Termination Right Clause in Contracts

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises (provided, the up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time needed Landlord may require to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualtyobtain permits for such repairs), Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 ten (10) days written notice to Landlordthe other party, may terminate this Lease effective 30 thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part cause thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.”

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises (provided, the up to an additional sixty (60) days shall be added to such one hundred eighty (180) consecutive day period to account for time needed Landlord may require to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualtyobtain permits for such repairs), Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 ten (10) days written notice to Landlordthe other party, may terminate this Lease effective 30 thirty (30) days after delivery of such notice to the other party. Within forty five (45) days following the occurrence of such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within sixty (60) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part cause thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises or the Building shall be damaged to is such an extent that that, in the good faith determination opinion of Landlord's architect’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the time needed to make restoration as required conduct by Section 9.2 shall exceed 180 days from the date Tenant of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, its business at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlordfor a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective 30 thirty (30) days after delivery of such notice of termination to Landlord. Such If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall not be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's sole remedy ’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyAreas and HVAC.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate prompt written notice of any damage to the Premises of which Tenant is actually aware. Landlord shall promptly give Tenant written notice of any damage to the Premises of which Landlord is actually aware, which notice shall include the reasonable estimate for the time period required to repair or restore the Premises, as determined by Landlord’s construction consultant. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in during the good faith determination last two (2) years of the Term or if the estimated time for restoration or repair exceeds 180 days, Tenant may, within 10 business days after Tenant’s receipt of Landlord's architect’s notice and estimate, the time needed to make restoration as required terminate this Lease by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant either party of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, Building and the Common Areas. In Areas in the event that of any damage to the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, pursuant to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyParagraph 9.1.

Termination Right. To the extent that Landlord Provided Lessee is not aware in default hereinunder, has no sublet or assigned its Premises and has otherwise kept and performed all obligations of any damage lessee on its part to be performed, lessor hereby agrees that lessee may elect to terminate the Lease pursuant to the Premisesfollowing terms and conditions: A. After the expiration of the seventh (7th) year of the Lease Term (the “Termination Date”), Tenant Lessee may terminate this Lease. B. Lessee shall give Landlord immediate provide lessor with written notice of any damage its intent to terminate (the “Termination Notice”) no later than 180 days prior to Lessee’s desired Termination Date (the “Termination Notice Date”). C. lessee shall surrender the Premises on or before the Termination Date in accordance with the terms of the Lease. D. Lessee shall pay to lessor a cancellation fee (the “Cancellation Fee”) equal to the Premises. Subject to sum of the provisions following items: (i) the present value of Paragraph 9.2all Base Rent payments due and payable under the Lease as it may have been extended, if discounted at 8.0%, (ii) the Premises or unamortized Special Improvement Rent, amortized at 10.5%, (iii) the Building unamortized legal fees and brokerage commissions paid by lessor in connection with this Lease, which shall be damaged paid to such an extent that lessor within thirty (30) days of Lessor’s notice to Lessee of the amount of the Cancellation Fee. E. Any notice or payment to be given by Lessee hereunder not given in accordance herewith, time being of the good faith determination of Landlord's architectessence, shall render the time needed option to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenantterminate, at any time following such notice but prior to commencement lessor’s option, void and of repair no further force and effect. F. Provided that all terms and conditions hereof and of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance have been performed by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls Lessee as of the BuildingTermination Date, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by deemed terminated subject to Lessee’s obligation to surrender the giving Premises in accordance with the terms of notice by Landlord the Lease, the survival of lessee’s obligation to Tenant within sixty (60) days following Landlord's receipt pay adjustments in Operating Expenses, the survival of Tenant's notice any indemnities given hereunder, and Lessee’s obligation to remove the accessway described in Section 18 of such fire or casualtythis Addendum.

Termination Right. To During the extent that Landlord is not aware of any damage to the PremisesTerm, Tenant and Landlord shall give Landlord immediate written notice of any damage have the Termination Right as follows: (a) In the event Tenant determines in its sole discretion that it is either unable to or unwilling to construct the Premises. Subject to the provisions of Paragraph 9.2Soundstage, if Office Space, or Related Improvements on the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair within one (1) year of the Premises and following 10 Effective Date, then Tenant shall have the right to terminate this Lease upon ninety (90) days advance written notice to Landlord, may conditioned upon no construction of the improvements have been commenced and Tenant has paid all Revenue owed to the date of termination. Upon such termination, Tenant shall restore the Land as set forth in Section 18.1 and this Lease shall be of no further force or effect. If Tenant exercises its Termination Right above, then Tenant shall pay as a “Termination Fee” one-half (1/2) of the remaining amount due for the calendar year in which this Lease is terminated. Termination Fee shall be due at the time of Notice. (b) After the Initial Term, Landlord may, in its sole discretion and for any reason, terminate this Lease effective 30 upon ninety (90) days advance written notice to Tenant. This right shall not reset but rather be on-going from after the Initial Term forward, including through each renewal period. If Landlord exercises it’s Termination Right above, then Tenant at its option, may continue the Lease for twelve (12) months from thirty (30) days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which receiving Notice, operating under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the BuildingLease. If Tenant fails to operate under the terms of the Lease, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, Landlord shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election provide Tenant with written notice and Tenant shall be made by the giving of notice by Landlord to Tenant vacate within sixty (60) days following Landlord's receipt days, provided that an assignment or sublet approved by Landlord pursuant to Article XII shall not constitute a failure by Tenant to operate. (c) If either Tenant or Landlord exercise their Termination Right, Landlord shall inform ▇▇▇▇▇▇ as to the condition of Tenant's notice of such fire or casualtythe Premises upon Surrender pursuant to Article 18.1.

Termination Right. To If the extent Expansion Premises Commencement Date has not occurred on or before the Outside EP Termination Date, as hereinafter defined, then Tenant shall have the option to terminate the Lease with respect to the Expansion Premises only, which shall be exercisable by a written termination notice given on or after the Outside EP Termination Date but before the date that the Expansion Premises Commencement Date occurs. If the Expansion Premises Commencement Date occurs on or before the thirtieth (30th) day after Landlord is receives such termination notice, Tenant’s termination notice shall be deemed to be void and of no force or effect. If the Expansion Premises Commencement Date does not aware occur on or before such thirtieth (30th) day, then as of such thirtieth (30th) day Tenant’s termination notice shall be effective and this Lease shall terminate with respect to the Expansion Premises and shall be of no further force or effect, and, except for (i) provisions of the Lease which are intended to survive termination of the Lease with respect to the Expansion Premises (e.g., indemnification provisions applicable during Tenant’s early access of the Expansion Premises) and (ii) Tenant’s right to remove any equipment and other improvements described in Section 1.c.(iii) below, neither party shall have any further obligation to the other party with respect to the Expansion Premises. For the purposes hereof, the “Outside EP Termination Date” shall be defined as five (5) months after the Anticipated EP Commencement Date, provided however, that the Outside EP Termination Date shall be extended by the length of any damage delays in Landlord’s ability to deliver the PremisesExpansion Premises arising from delay by Force Majeure, Tenant which shall give Landlord immediate written notice of any damage to not include the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair failure of the Existing Tenant and/or Existing Subtenant to timely vacate the Expansion Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference accordance with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyExisting Lease.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding 270 consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord to keep in good order, condition condition, and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas, and HVAC. In the event that Tenant does not terminate the Lease pursuant to this Paragraph 9.1, Landlord shall restore the Premises or to the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualtycondition existing prior to the damage as soon as reasonably practicable. Notwithstanding the foregoing, to the extent insurance proceeds actually received by Landlord are insufficient to restore such an extent that damage and such insufficiency is not caused by Landlord’s failure to maintain the time needed insurance required under this Lease, Landlord shall have the right to repair is likely to exceed 180 days from the date of casualty then terminate this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of upon notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of unless Tenant agrees to pay such fire or casualtydeficiency.

Termination Right. To Tenant shall have a one-time right to terminate this Lease by delivering written notice to Landlord at any time prior to 5:00 pm on July 30, 2004. Within ten days of receipt of such termination notice, Landlord shall provide to Tenant an invoice consisting of the extent sum of all costs associated with architectural drawings, engineering fees, and space planning fees incurred by Landlord between June 30, 2004 and the termination date and related to the preparation of the Premises for Tenant's occupancy, if any (the "Termination Fee"). Tenant shall pay to Landlord the Termination Fee within ten days of receipt of notice from Landlord. Notwithstanding the foregoing, Tenant understands and agrees that Landlord is not aware shall continue to offer the Premises for occupancy to other prospective tenants through July 30, 2004. Should Landlord receive a bona fide offer from another prospective tenant to lease no less than 10,000 square feet of the Premises at any damage to the Premisestime through July 16, 2004, then Landlord shall notify Tenant of such offer. Within seven business days of receipt of such notice, Tenant shall give notify Landlord immediate written of its election either to 1) terminate this Lease, or 2) waive its right to terminate this Lease. Should Tenant elect to terminate this Lease, then Tenant shall pay Landlord the Termination Fee as described above; if any. Tenant's failure to respond to Landlord's notice within seven business days shall constitute Tenant's waiver of any damage its right to the Premises. Subject terminate this Lease, and Landlord shall proceed to the provisions of Paragraph 9.2, if prepare the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of for Tenant's business at the Premises. Abatement of rent and Tenant's right of occupancy as if Tenant had no termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyright.

Termination Right. To Notwithstanding anything to the extent contrary contained in Paragraph 14.1, if: (a) the Premises are totally damaged or are rendered wholly untenantable; (b) the Building shall be so damaged that, in Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises are so damaged or rendered untenantable); (c) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within one hundred twenty (120) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (d) any Mortgagee requires that Landlord is not aware of the insurance proceeds or any portion thereof be used to retire the Mortgage debt, or any ground lessor shall terminate the ground lease; (e) any damage to the Premises, Tenant shall give Building is not fully covered by Landlord’s insurance policies; (f) Landlord immediate written notice of decides to rebuild the Building or Common Areas so that they will be substantially different structurally or architecturally; or (g) any damage to during the Premises. Subject to final eighteen (18) months of the provisions of Paragraph 9.2, if Term renders the Premises or wholly untenantable, then, in any of the Building shall be damaged to such an extent that in the good faith determination of Landlord's architectforegoing events, the time needed to make restoration as required by Section 9.2 shall exceed 180 Landlord may, not later than ninety (90) days from following the date of casualtydiscovery of the damage, Landlord shall give prompt terminate this Lease by notice thereof to Tenant. Tenant, at any time following If Landlord elects to exercise its right to terminate this Lease pursuant to this Paragraph 14.2: (i) the Term shall expire upon the thirtieth (30th) day after notice of such notice but prior to commencement of repair of termination is given; (ii) Tenant shall vacate the Premises and following 10 days written notice surrender the same to Landlord, may terminate this Lease effective 30 days after delivery ; (iii) Tenant’s liability for Rent (except accrued Rent) shall cease as of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election damage; (iv) any prepaid Rent for any period after the date of Landlord. Any such election the damage shall be made by the giving of notice refunded by Landlord to Tenant within sixty Tenant; and (60v) days following Landlord's receipt those provisions of Tenant's notice this Lease which are expressly stated to survive expiration or earlier termination of such fire or casualtythis Lease shall survive.

Termination Right. To Tenant shall have the extent one-time right to terminate the Lease effective at any time after the completion of Month 48 of the initial Lease Term (the “Effective Date”); provided that Tenant satisfies all of the following requirements: 2.4.1 Tenant shall have provided Landlord is not aware with written notice of any damage Tenant’s intention to exercise the option to terminate the Lease, which notice must be received by Landlord no later than six (6) months prior to the PremisesEffective Date; 2.4.2 As of the date that Tenant notifies Landlord of Tenant’s intention to terminate the Lease and as of the Effective Date, there shall be no material Event of Default by Tenant under this Lease. For purposes of this subparagraph a “material Event of Default” shall mean any default involving claims estimated at $25,000.00 or more. 2.4.3 Except for space within the Premises subleased by Tenant as provided for in paragraph 4.16.7, Tenant shall give not have assigned or subleased more than twenty-five percent (25%) of the rentable square footage of the Premises; 2.4.4 Tenant shall have reimbursed Landlord immediate written notice no later than thirty (30) days in advance of any damage the Effective Date for the unamortized portion of (i) the Tenant Improvement Allowance, and (ii) all reasonable brokerage commissions incurred by Landlord in relationship to the Premises. Subject to execution of this Lease; provided that, the provisions of Paragraph 9.2, if the Premises or the Building Tenant Improvement Allowance and brokerage commissions shall be damaged to such an extent that in amortized on a straight-line basis over the good faith determination Lease Term bearing interest at a rate of Landlord's architect, six percent (6%) per annum. Within thirty (30) days after the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualtyCommencement Date, Landlord shall give prompt notice thereof provide Tenant with a written statement specifically identifying the particular costs and expenses to Tenant. Tenantbe reimbursed, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlordin whole or part, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision paragraph 2.4.4 should there be a subsequent termination hereunder; and provided, further, that notwithstanding anything herein to the contrary, if Landlord fails to include a cost or expense in the itemization, Tenant shall not be Tenant's sole remedy obligated to pay for failure of Landlord to keep the cost or expense, in good orderwhole or part, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then under this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyparagraph 2.4.

Termination Right. To Upon the extent that Landlord is not aware occurrence of an Event of Default, Landlord, in its sole discretion, may terminate immediately (1) this Lease with respect to all of the Premises or (2) this Lease with respect to any Facility at or with respect to which the Event of Default exists, by delivery to Tenant of notice of ▇▇▇▇▇▇▇▇’s intent to terminate (any termination under such clause (2), a “Limited Termination Election”). Upon delivery of any damage such notice of termination, all of Tenant’s rights under this Lease shall cease as to the Premisesparticular portion of the Premises specified in such notice, Tenant shall give Landlord immediate written notice and if less than all of any damage to the Premises. Subject to Premises are identified in the notice, the provisions of Paragraph 9.2Section 8.2.10 shall apply. Without limiting the foregoing, if Landlord makes a Limited Termination Election, the Premises deletion of the applicable Facility from this Lease shall be absolutely without limitation of each Tenant’s continuing obligation (on a joint and several basis) for the damages and other amounts owing on account of the Event of Default giving rise to the deletion from this Lease of such Facility or the Building termination of this Lease as to such Facility. Notwithstanding anything to the contrary herein, in the case of an Event of Default described in Section 8.1.3, Section 8.1.8 or Section 8.1.10 , (i) that solely relates to one or more single Facilities and that would not involve the creation of a lien against any Ardent Party other than the Tenants of such Facilities (ii) that would not cause a material adverse effect with respect to Facilities comprising more than 20% of Combined Facility EBITDARM for the most recently reported 12 month period, it being agreed that for purposes of such calculations, Consolidated EBITDAR shall be damaged to adjusted on a pro forma basis for any Specified Transactions occurring during such an extent that period as if such Specified Transaction had occurred as of the first day of such period, and (iii) so long as Tenant is in compliance with the good faith determination Portfolio Coverage Ratio and Guarantor is in compliance with the Consolidated Guarantor Fixed Charge Coverage Ratio and Consolidated Guarantor Leverage Ratio, taking into account the removal of Landlord's architectsuch Facilities on a Pro Forma Basis for the reduction of Consolidated EBITDAR for the entirety of the measured period (such Facilities, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty“Terminable Facilities”), Landlord shall give prompt notice thereof only be permitted to Tenant. Tenant, at any time following such notice but prior to commencement of repair of exercise the Premises foregoing remedies and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery as to the Terminable Facilities and/or exercise any other remedies available to it under this Lease, but shall not have the right to terminate the Lease as to any Facilities other than the Terminable Facilities on account of such notice Event of Default; provided, however, following the termination of this Lease as to any two (2) Facilities, upon the occurrence of any subsequent Event of Default, Landlord shall be entitled to either (I) terminate this Lease in its entirety as contemplated above or (II) exercise the foregoing remedies and terminate this Lease solely as to the Terminable Facilities, and exercise any and all other remedies available to Landlord. Such Following the termination of this Lease as to any Terminable Facility, (x) to the extent Landlord exercises its right to accelerate the payment of Minimum Rent with respect to such Terminable Facility (which right, for the avoidance of doubt, Landlord may only exercise in connection with the termination of this Lease as to any Terminable Facility), thereafter the Minimum Rent payable shall not excuse be reduced by an amount equal to the performance by Tenant Allocated Facility Rent for such Terminable Facility (provided that the foregoing Rent reduction shall in no way prevent Landlord from suing for damages in accordance with this Section 8), (y) for the purpose of those covenants which under determining the terms hereof survive termination. Portfolio Coverage Ratio, the Minimum Rent shall be abated in proportion deemed to be reduced by an amount equal to the degree Allocated Facility Rent for such Terminable Facility (regardless of interference during whether or not Landlord exercises its right to accelerate the period that there is payment of Minimum Rent with respect to such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent Terminable Facility) and Tenant's right of termination pursuant (z) Tenant shall have no further obligation to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition perform and repair the foundations structural supports and exterior walls observe all of the Buildingterms, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date covenants and conditions of casualty then this Lease may that it would be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord otherwise required to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice undertake as tenant and operator of such fire or casualty.Terminable Facility. Notwithstanding anything to the contrary herein, Landlord shall not be entitled to (a)

Termination Right. To Notwithstanding anything to the extent that contrary contained in this Lease, if Landlord, despite its diligent efforts, fails to cause Landlord’s Work to be Substantially Completed on or before July 1, 2026 (the "Work Termination Date"), as such Work Termination Date shall be extended day for day for each day Landlord is not aware delayed in causing Landlord’s Work to be Substantially Completed as a result of any damage delays due to Force Majeure and/or Tenant Delays, then either Landlord or Tenant may elect to terminate this Lease by delivering to the Premisesother party written termination notice on or prior to the date which is ten (10) days following the Work Termination Date (as may be so extended); provided, however, Tenant shall give may nullify any election by Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required terminate this Lease by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days delivering written notice to Landlord, may terminate this Lease effective 30 Landlord (within ten (10) days after delivery Tenant’s receipt of Landlord’s termination notice), in which case, (i) Landlord’s obligation to provide further Delay Abatement shall be waived as of the termination date indicated in Landlord’s termination notice, and (ii) Tenant shall have the right to take over and complete Landlord’s Work at Landlord’s cost, plus a two percent (2%) supervision and administrative fee on such notice to costs (except that Landlord. Such termination ’s total reimbursement obligation shall not excuse exceed $500,000.00). Except for T▇▇▇▇▇'s abatement right in Section 2.2 above, the performance by termination right afforded to Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision Section 2.3 shall be Tenant's sole and exclusive remedy for Landlord's failure of Landlord to keep in good ordercause Landlord’s Work to be Substantially Completed on or before the Work Termination Date, condition and repair the foundations structural supports and exterior walls as it may be extended as provided hereinabove. Time is of the Buildingessence for the delivery of Landlord’s and T▇▇▇▇▇'s termination notice under this Section 2.3; accordingly, Building roofif Landlord or Tenant fails to timely deliver such notice, utility systems outside the Building, the Common Areas. In the event that the Premises then such party’s right to terminate this Lease shall expire and be of no further force or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from effect as of the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord party fails to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of timely deliver such fire or casualtytermination notice.

Termination Right. To If Landlord fails to satisfy Tenant’s Work Commencement Conditions on or before the extent that Landlord date which is not aware of any damage two (2) years after the Effective Date (subject to the Premisesday for day extension for delays caused by Tenant), Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, or if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall Commencement Date Conditions are not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice satisfied by Landlord to Tenant within sixty (60) days following Landlord's receipt after the expiration of Tenant's ’s Work Period (and Tenant has not elected to open and operate its business in the Premises), then in either such event, provided that Tenant is not in default under this Lease, Tenant may elect to terminate this Lease by sending written notice to Landlord at any time thereafter but prior to the satisfaction of such fire Tenant’s Work Commencement Conditions or casualtythe Commencement Date Conditions, as the case may be. Such notice shall specify the effective date of the termination, which shall be not less than fifteen (15) days after the date of the notice, but shall be void and ineffective if Landlord satisfies the applicable conditions prior to the specified effective date of the notice. If Tenant so terminates this Lease, then within ten (10) days after Tenant’s written demand, Landlord shall reimburse Tenant for all out-of-pocket costs and expenses incurred by Tenant in pursuance of this Lease and in the performance of Tenant’s undertakings hereunder, including (without limitation) the Unamortized Tenant Costs and all legal fees, fees and expenses of Tenant’s architects and design professionals and amounts paid by Tenant to Landlord hereunder. Landlord’s reimbursement obligation shall survive the termination of this Lease and shall not be subject to any provisions hereof otherwise purporting to limit Landlord’s liability or the recourse that may be had against Landlord.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding two hundred seventy (270) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 ten (10) days written notice to Landlordthe other party, may terminate this Lease effective 30 thirty (30) days after delivery of such notice to the other party. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part cause thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To If the extent that Premises are damaged in whole or in part by fire, the elements, or any other cause whatsoever, then Landlord shall restore the same to substantially the same condition existing immediately prior to such damage, unless the Lease is not aware of any damage terminated by Landlord or Tenant pursuant to the Premises, this Paragraph 9.1. Tenant shall give Landlord immediate written notice of any damage to the Premises. Within sixty (60) days following such damage, Landlord shall inform Tenant in writing of Landlord's estimate of the time required to complete repairs to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 ten (10) days written notice to Landlordthe other party, may terminate this Lease effective 30 thirty (30) days after delivery of such notice to the other party. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Additionally, if the repair of any such damage is not completed within one hundred eighty (180) days (regardless of the time estimated for completion of the repairs), Tenant shall have the right to terminate this Lease by delivering written notice thereof to Landlord within thirty (30) days after the expiration of the 180-day period, with any such termination effective thirty (30) days after delivery of the notice of termination, unless all such repairs are completed within such latter thirty (30) day period. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part cause thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding 90 consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common AreasAreas and HVAC. . In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To [AS APPLICABLE [Tenant] [Landlord] shall have the extent right to terminate this Lease if Tenant’s annual Gross Sales (as described in Addendum 3B hereto) at the Premises do not exceed ___________________ (the “Gross Sales Threshold”) by a date which is ________ (___) years following the Lease Commencement Date (the “Minimum Threshold Date”), as follows. [AS APPLICABLE With respect to Tenant, provided that Landlord is not aware no uncured Event of Default under any damage to the Premisesprovision of this Lease exists beyond applicable notice and cure periods, Tenant shall give Landlord immediate have a one-time right to terminate this Lease during the thirty (30) day period following the Minimum Threshold Date by giving written notice of its election to terminate to Landlord (the “Tenant’s Termination Notice”). Should Tenant exercise the foregoing right to terminate, Tenant shall pay to Landlord, concurrently with its delivery of Tenant’s Termination Notice, a separate termination fee (the “Tenant’s Termination Fee”), in the amount of [_____________________ Dollars ($_______________)], which is comprised of the sum of (a) ____ (___) months of the Monthly Rent payable during such Lease Year, plus (b) all Percentage Rent payable by Tenant for such time period, plus (c) the unamortized portion (based upon amortization on a straight line basis at ___ percent (__%) over the ___ month period as of the effective date of termination of (i) any damage Tenant Improvement Allowance (defined in Section 7.2 below) provided by Landlord to Tenant, and (ii) all brokerage commissions paid by Landlord in connection with this Lease. Any such termination shall not abrogate any obligation existing under this Lease as of the effective date of termination or otherwise attributable to Tenant’s occupancy of the Premises. Subject .] [AS APPLICABLE With respect to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof have a right to Tenant. Tenant, terminate this Lease if Tenant fails to meet the Gross Sales Threshold at any time following the Minimum Threshold Date by giving written notice of its election to terminate to Tenant (the “Landlord’s Termination Notice”)]. Following the date of any such notice but prior to commencement termination hereunder, [AS APPLICABLE and the payment by Tenant of repair any applicable Termination Fee,] Tenant shall immediately surrender possession of the Premises to Landlord and following 10 days written notice the parties shall have no further obligations to Landlordthe other, may terminate except for obligations that are specifically made in this Lease effective 30 days after delivery of such notice to Landlord. Such survive the termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyhereof.

Termination Right. To (a) Either party shall have the extent that Landlord is right to terminate this Lease during the initial Term (but not aware of any damage to the Premises, Tenant shall give Landlord immediate Extension Period) by providing written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but the other party not less than six (6) months prior to commencement of repair the desired termination date (the “Early Termination Date”). The Early Termination Date must be a date later than the second anniversary of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common AreasCommencement Date. In the event that either party exercises the termination right, the Right of First Offer shall terminate and have no further force or effect. (b) If Landlord elects to terminate this Lease and the Early Termination Date occurs during months 25 through 36 of the Term, inclusive, then Landlord shall reimburse Tenant the unamortized cost. of any Alterations made by Tenant in the Premises, less the sum of $90,000. If the Early Termination Date occurs during months through 37 through 48 of the Term, inclusive, then Landlord shall reimburse Tenant the unamortized cost of any Alterations made by Tenant in the Premises, less the sum of $45,000. If the Early Termination Date occurs during months through 49 through 60 of the Term, inclusive, then Landlord shall have no obligation to compensate Tenant for such termination. The reimbursement payment obligation of Landlord hereunder is referred to as the “Termination Fee”. (c) If Tenant elects to terminate this Lease, then Landlord shall have no obligation to pay the Termination Fee to Tenant. (d) All Alterations made by Tenant in the Premises shall comply with any and all requirements of Section 9 below. Additionally and not by way of limitation of the foregoing, Landlord’s obligation to pay the Termination Fee shall be subject to the following conditions: (i) the cost of the Alterations shall not exceed a total aggregate sum of $300,000, and any costs incurred by Tenant in performing Alterations which exceed $300,000 shall not be included in determining the Termination Fee; (ii) the Termination Fee shall be based on hard costs of construction only, as demonstrated by paid invoices provided by Tenant, and shall not include any soft costs incurred by Tenant in performing the Alterations, such as architect fees or the Building, or any material part thereof, Landlord’s review and supervision fee; and (iii) the term “unamortized costs” used herein shall be destroyed or damaged by fire or other casualty, to such an extent that based on a straight-line accounting calculation based on the time needed to repair is likely to exceed 180 days from then-remaining balance of the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyTerm in accordance with generally accepted accounting principles.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 ten (10) days written notice to Landlordthe other party, may terminate this Lease effective 30 thirty (30) days after delivery of such notice to the other party. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part cause thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination substantial alteration or reconstruction of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the BuildingBuilding is, in Landlord’s sole opinion required (whether or not the Premises are damaged) or if any material part thereof, shall be destroyed mortgagee under a mortgage or damaged by deed of trust covering the Building or Industrial Center requires that the insurance proceeds payable as a result of the fire or other casualtycasualty be used to retire the mortgage debt, Landlord may, at its sole option terminate this Lease upon written notice to such an extent that Tenant within 60 days of the date of damage. If Landlord does not terminate this Lease under this Paragraph 9.1, Landlord shall deliver to Tenant a non-binding estimate of the time needed to repair is likely to exceed 180 and restore the Premises or the Building within 60 days from after the date of casualty then the damage. If L▇▇▇▇▇▇▇’s estimate states that repair and restoration will not be completed within 180 days after the date of the damage, Tenant may terminate this Lease may be terminated at by giving Landlord notice of termination within I 0 business days after the election date Tenant receives Landlord’s estimate. If Landlord or Tenant terminates this Lease under this Paragraph 9.1, the Rent abates as of the date of the damage. Multi-Tenant Lease – PLx Pharma Inc. If neither party terminates this Lease, Landlord shall within 75 days after the date of the damage commence to repair and restore the Industrial Center to substantially the same condition as prior to the casualty. Tenant shall assign to Landlord (or Landlord. Any such election ’s designee) all insurance proceeds payable to Tenant under the property insurance required under Paragraph 8.2 to the extent attributable to Tenant improvements and betterments, but not to the extent attributable to Tenant’s personal property located in the Premises, and Landlord shall be made by repair and replace the giving Building standard improvements, Tenant Improvements, and alterations installed in the Premises; except that if the cost of notice the repair and replacements for the Tenant Improvements (based on Landlord’s or its contractor’s estimate of the cost) exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier (which Tenant shall cause its insurance carrier to pay to Landlord), Tenant shall pay the shortfall to Landlord prior to Landlord’s repair of the damage. No Landlord Entity is liable for any inconvenience or annoyance to any Tenant Entity or injury to the business of Tenant resulting in any way from casualty damage or the repairs (INCLUDING ANY INCONVENIENCE, ANNOYANCE, OR INJURY RESULTING SOLELY OR IN PART FROM THE NEGLIGENCE BUT NOT TO THE EXTENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY LANDLORD ENTITY); except that during the time and to the extent the Premises are unfit for occupancy, Landlord shall grant to Tenant within sixty (60) days following Landlord's receipt a fair diminution of Tenant's notice of such fire or casualtyRent.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage have the one-time right to terminate their lease after the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair twenty-fourth (24th) month of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within lease term upon no less than sixty (60) days following prior written notification to the Landlord's receipt . Upon written notification, Tenant shall deliver to Landlord a termination fee in the amount of unamortized (over the remaining term of this Lease) tenant improvements, leasing commissions and three (3) months base rent. This lease consists of forty-one (41) Articles consecutively numbered. Rules and regulations of the building referred to herein which constitute a part of this lease 1. The sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to be kept closed at all times, except as required for orderly passage to and from a suite. Loitering or congregating in any part of the building or obstruction of any means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that Landlord shall have the right to require Tenant to keep the drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any kind shall be thrown into them. Walls, floors and ceilings shall not be defaced in any way, and no one shall be permitted to ▇▇▇▇, drive nail, screw or drill into, paint, or in any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant’s business may be carefully attached to the walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of such items by Tenant, any damage to the walls or other surfaces, except minor nail holes, shall be repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other part of the outside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The bulletin board or directory of the building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to impose on Tenant Landlord’s building standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and telephone outlets shall be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the super vision of Landlord and in accordance with such regulations as may be posted in the office of the building. In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be employed by Tenant to do janitor work in any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord’s employees shall not perform any work or do anything outside of their regular duties unless under special instruction from the office of the building, and no such employee shall admit any person (Tenant or otherwise) to any office without specific instructions from the office of the building. 10. All keys shall be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the locks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the building used by Tenant immediately after entering or leaving the building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is so locked may be required to sign the building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant's notice ’s employees, agents or associates, or any other person to the building while it is so locked without a pass previously arranged or other satisfactory identification showing such person’s right to access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be liable for any damage resulting from any error in regard to any such pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the space herein leased. THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY CITINATIONAL-BUCKEYE BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO HAS BEEN RETURNED TO THE TENANT. LANDLORD: TENANT: CITINATIONAL-BUCKEYE BUILDING CO., CITY NATIONAL BANK a California limited partnership a national banking association By: OLIVE-SIXTH BUCKEYE CO., General Partner By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ [ILLEGIBLE] ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Partner ▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ National Bank [ILLEGIBLE] [CITY NATIONAL BANK LOGO] ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ 11th Floor Furniture Plan This lease consists of forty-one (41) Articles consecutively numbered. Rules and regulations of the building referred to herein which constitute a part of this lease 1. The sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to be kept closed at all times, except as required for orderly passage to and from a suite. Loitering or congregating in any part of the building or obstruction of any means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that Landlord shall have the right to require Tenant to keep the drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any kind shall be thrown into them. Walls, floors and ceilings shall not be defaced in any way, and no one shall be permitted to ▇▇▇▇, drive nail, screw or drill into, paint, or in any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant’s business may be carefully attached to the walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of such fire items by Tenant, any damage to the walls or casualtyother surfaces, except minor nail holes, shall be repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other part of the outside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The bulletin board or directory of the building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to impose on Tenant Landlord’s building standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and telephone outlets shall be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the super vision of Landlord and in accordance with such regulations as may be posted in the office of the building. In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be employed by Tenant to do janitor work in any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord’s employees shall not perform any work or do anything outside of their regular duties unless under special instruction from the office of the building, and no such employee shall admit any person (Tenant or otherwise) to any office without specific instructions from the office of the building. 10. All keys shall be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the locks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the building used by Tenant immediately after entering or leaving the building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is so locked may be required to sign the building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant’s employees, agents or associates, or any other person to the building while it is so locked without a pass previously arranged or other satisfactory identification showing such person’s right to access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be liable for any damage resulting from any error in regard to any such pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the space herein lease. THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY CITINATIONAL BUCKEYE BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO HAS BEEN RETURNED TO THE TENANT.

Termination Right. To the extent Provided that Landlord Tenant is not aware of any damage to the Premisesin Default, Tenant shall give Landlord immediate have five options to terminate the lease after the fifth lease year. Such options will be effective, if exercised properly, at the beginning of the sixth, seventh, eighth, ninth and tenth lease years. In order to properly exercise one of these options, Tenant must: (i) provide written notice to Landlord no later than eight (8) months prior to the proposed termination date; and (ii) pay to Landlord no later than thirty (30) days prior to the effective termination date, an amount equal to the then-unamortized costs (based upon a ten (10) year period and computed as of the effective date of the termination and not the notice date and using a 9% per --- annum assumed interest rate) incurred by Landlord for the following items: (i) the $25.00 per square foot allowance provided by Landlord, to the extent incurred by Landlord or used by Tenant against its rental obligations hereunder; (ii) the construction management fee incurred by Landlord with respect to the Construction Improvements, not to exceed $12,187.50; (iii) brokerage commissions paid to ▇▇▇▇▇ & ▇▇▇▇▇ with respect to this Lease; and (iv) to the extent documented to Tenant by written notice from Landlord within the first sixty (60) days of the Lease Term, those reasonable supervisory out-of-pocket fees actually paid by Landlord to its independent architects or engineers in reviewing Tenant's proposed plans and specifications for the Construction Improvements. EXHIBIT C BUILDING RULES AND REGULATIONS 1. Tenant shall not obstruct or interfere with the rights of other tenants of the Building or the Complex, or of persons having business in the Building or the Complex, or in any way injure or annoy such tenants or persons. Tenant will not conduct any activity within the Demised Premises which will create excessive traffic or noise anywhere in the Building or the Complex. Tenant shall not bring or keep within the Building any animal, bicycle, motorcycle, or type of vehicle except as required by law. 2. Tenant shall promptly report to Landlord's Agent all accidents and incidents occurring on or about the Demised Premises, the Building and/or the Complex which involve or relate to the security and safety of persons and/or property. 3. Tenant shall use and occupy the Demised Premises only for the purposes specified in Section 1.8 of the Lease and for no other purpose whatsoever, and shall comply, and cause its employees, agents, contractors, invitees and other users of the Demised Premises to comply, with applicable zoning and other municipal regulations, including but not limited to smoking regulations. Canvassing, soliciting and peddling in the Building or anywhere in the Complex are prohibited, and Tenant shall cooperate to prevent such activities. 4. All office equipment and any other device of any damage electrical or mechanical nature shall be placed by Tenant in the Demised Premises in settings approved by Landlord, so as to absorb or prevent any vibration, noise, or annoyance. Tenant shall not construct, maintain, use or operate within the Demised Premises or elsewhere in the Building or outside of the Building any equipment or machinery which produces music, sound or noise, which is audible beyond the Demised Premises. Tenant shall not cause objectionable noises, vibrations or odors within the Building. 5. Tenant shall not deposit any trash, refuse, cigarettes, or other substances of any kind within or out of the Building, except in the refuse containers provided therefor. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of office building trash and garbage without being in violation of the Lease or any law or ordinance governing such disposal. Tenant shall be charged the cost of removal for any items left by Tenant that cannot be so removed. All garbage and refuse disposal shall be made only through entry ways and elevators provided for such purposes and at such times as Landlord shall designate. Tenant shall not introduce into the Building any substance which might add an undue burden to the Premises. Subject to cleaning or maintenance of the provisions of Paragraph 9.2, if the Demised Premises or the Building. Tenant shall exercise its best efforts to keep the sidewalks, entrances, passages, courts, lobby areas, garages or parking areas, elevators, escalators, stairways, vestibules, public corridors and halls in and about the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days (hereinafter "Common Areas") clean and free from the date of casualty, Landlord shall give prompt notice thereof to Tenantrubbish. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination Tenant shall not excuse the performance cause any unnecessary labor by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct reason of Tenant's business at carelessness or indifference in the Premisespreservation of good order and cleanliness. 6. Abatement Tenant shall use the Common Areas only as a means of rent ingress and egress, and Tenant shall permit no loitering by Tenant's agents, employees, visitors or invitees upon Common Areas or elsewhere within the Building. Tenant shall comply, and cause its employees, agents, contractors, invitees and other users of the Demised Premises to comply, with all rules and regulations adopted by Landlord governing the use of the Common Areas. The Common Areas and roof of the Building are not for the use of the general public, and Landlord shall in all cases retain the right to control or prevent access thereto by all persons whose presence, in the judgment of termination pursuant to this provision Landlord, shall be Tenant's sole remedy for failure prejudicial to the safety, character, reputation or interests of Landlord to keep the Building and its tenants. Tenant shall not enter or install equipment in good orderthe mechanical rooms, condition and repair air conditioning rooms, electrical closets, janitorial closets, or similar areas or go upon the foundations structural supports and roof of the Building without the prior written consent of Landlord. Tenant shall not install any radio or television antenna, loudspeaker, or other device on the roof or exterior walls of the Building. Tenant shall not, nor shall Tenant's agents, employees or contractors, enter or install equipment in or at the equipment room(s) or closet(s), inside telecommunications and/or data transmission wire space and/or conduits or the telephone wire demarcation point in the Building roofwithout Landlord's prior consent. 7. Without limitation upon any of the provisions of the Lease, utility systems outside Tenant shall not ▇▇▇▇, paint, drill into, cut, string wires within, or in any way deface any part of the Building, without the prior written consent of Landlord, and as Landlord may direct. Upon removal of any wall decorations or installations or floor coverings by Tenant, any damage to the walls or floors shall be repaired by Tenant at Tenant's sole cost and expense. Tenant shall not lay linoleum or similar floor coverings so that the same shall come into direct contact with the floor of the Demised Premises and, if linoleum or other similar floor covering is to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other materials soluble in water. The use of cement or other similar adhesive material is expressly prohibited. Floor distribution boxes for electric and telephone wires must remain accessible at all times. 8. Tenant shall not install or permit the installation of any awnings, shades, mylar films or sunfilters on windows. Tenant shall cooperate with Landlord in obtaining maximum effectiveness of the cooling system of the Building by closing drapes and other window coverings when the sun's rays fall upon windows of the Demised Premises. Tenant shall not obstruct, alter or in any way impair the efficient operation of the Systems, nor shall Tenant tamper with or change the setting of any thermostat or temperature control valves in the Building (this is not applicable in VAV buildings). Tenant shall not cover induction units. 9. Tenant shall not use the washrooms, restrooms and plumbing fixtures of the Building, and appurtenances thereto, for any purpose other than the purpose for which they were constructed, and Tenant shall not deposit any sweepings, rubbish, rags, or toxic or flammable products, or other improper substances, therein. Tenant shall not waste water by interfering or tampering with the faucets or otherwise. If Tenant or Tenant's employees, agents, contractors, jobbers, licensees, invitees, guests or visitors cause any damage to such washrooms, restrooms, plumbing fixtures or appurtenances, such damage shall be repaired at Tenant's expense, and Landlord shall not be responsible therefor. 10. Subject to applicable fire or other safety regulations, all doors opening onto Common AreasAreas and all doors upon the perimeter of the Demised Premises shall be kept closed and, during non-business hours, locked, except when in use for ingress or egress. If Tenant uses the Demised Premises after regular business hours or on non-business days, Tenant shall lock any entrance doors to the Building or to the Demised Premises used by Tenant immediately after using such doors. Tenant shall cooperate with energy conservation by limiting use of lights to areas occupied during non- business hours. 11. Employees of Landlord shall not receive or carry messages for or to Tenant or any other person, nor contract with nor render free or paid services to Tenant or Tenant's employees, contractors, jobbers, agents, invitees, licensees, guests or visitors. In the event that any of Landlord's employees perform any such services, such employees shall be deemed to be the agents of Tenant regardless of whether or how payment is arranged for such services, and Tenant hereby indemnifies and holds Landlord harmless from any and all liability in connection with any such services and any associated injury or damage to property or injury or death to persons resulting therefrom. 12. All keys to the exterior doors of the Demised Premises shall be obtained by Tenant from Landlord, and Tenant shall pay to Landlord a reasonable deposit determined by Landlord from time to time for such keys. Tenant shall not make duplicate copies of such keys. Tenant shall, upon the termination of its tenancy, provide Landlord with the combinations to all combination locks on safes, safe cabinets, and other key-controlled mechanisms therein, whether or not such keys were furnished to Tenant by Landlord. In the event of the loss of any key furnished to Tenant by Landlord, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such a change. The word "key" as used herein shall refer to keys, keycards, and all such means of obtaining access through restricted access systems. 13. No signs, advertisements or notes shall be painted or affixed on or to any windows, doors or other parts of the Building visible from the exterior (other than as expressly permitted by the terms of the Lease), or to any Common Area or public area of the Building. 14. Landlord will provide and maintain a directory board for the Building, in the main lobby of the Building, and no other directories shall be allowed. 15. All contractors, contractors' representatives and installation technicians tendering any service to Tenant shall be referred by Tenant to Landlord for Landlord's supervision, approval and control before the performance of any contractual service. This provision shall apply to all work performed in the Building. 16. After initial occupancy, movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of any bulky material, merchandise or material part thereofwhich requires use of elevators shall be restricted to the use of freight elevators only. Absolutely no carts or dollies are allowed through the main entrances or on passenger elevators. All items not hand carried must be delivered via the appropriate loading dock and freight elevator, if any. 17. No portion of the Demised Premises shall at any time be used or occupied as sleeping or lodging quarters. 18. Landlord shall have the power to prescribe the weight and position of safes and other heavy equipment, which shall in all cases, to distribute weight, stand on supporting devices approved by Landlord. All damages done to the Building by taking in or putting out any property of Tenant, or done by Tenant's Property while in the Building, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated repaired at the election expense of Tenant. 19. For purposes hereof, the terms "Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following ", "Landlord's receipt of Agent", "Tenant", "Complex", "Building", "Demised Premises", "Tenant's notice of such fire or casualtyProperty" and "Systems" are defined in the Lease to which these rules and regulations are attached. Wherever these terms appear in the rules and regulations they shall have the same meaning as defined in the Lease.

Termination Right. To the extent that Landlord is not aware of any damage Notwithstanding anything to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2contrary herein, if (a) the Premises or insurance proceeds payable are insufficient to pay for the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair entire cost of the Premises Casualty Restoration and following 10 days written notice neither Tenant nor Landlord elects to Landlord, may terminate this Lease effective 30 days after delivery of pay such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant deficiency within sixty (60) days following determination thereof, (b) if Landlord is the Restoring Party, and Landlord fails to complete the Casualty Restoration within three (3) months after the Estimated Completion Date, (c) the Building shall be totally damaged or destroyed by a Casualty Event which is a result of a risk that is not covered by Tenant’s or Landlord's receipt ’s insurance policy, or (e) the estimated cost of the Casualty Restoration exceeds fifty percent (50%) (or ten percent (10%) during the last five (5) years of the Term) of the full insurable value of the Buildings immediately prior to the Casualty Event then, in any such case, Tenant shall have the option of canceling and terminating this Lease by written notice given to Landlord, in which event, this Lease shall terminate on the date selected by Tenant's notice . If Tenant elects to terminate this Lease in accordance with this Section, then (i) neither Tenant nor Landlord shall be required to restore, rebuild or repair the Premises, (ii) all property insurance proceeds for the Casualty Event from insurance maintained by Tenant hereunder shall be payable to Landlord, (free of any obligation whatsoever under this Lease), excluding proceeds for Tenant’s Personal Property, which Tenant shall be entitled to retain, and (iii) the Fixed Rent and Additional Rent shall be apportioned as of the date of the termination of this Lease and all obligations of Tenant (including the payment of rent) under this Lease shall cease as of the date of such fire or casualty.termination. 19 4312031 v7-078791002

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of ▇▇▇▇▇▇’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises or the Building shall be damaged to is such an extent that that, in the good faith determination opinion of Landlord's architect▇▇▇▇▇▇▇▇’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the time needed to make restoration as required conduct by Section 9.2 shall exceed 180 days from the date Tenant of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, its business at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlordfor a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after ▇▇▇▇▇▇ receives the Estimated Time Notice (time being of the essence), which termination shall be effective 30 thirty (30) days after delivery of such notice of termination to Landlord. Such If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of ▇▇▇▇▇▇’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall not be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of ​ ​ Tenant's ’s business at the Premises. Abatement of rent and Tenant's ▇▇▇▇▇▇’s right of termination pursuant to this provision shall be Tenant's sole remedy ’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyAreas and HVAC.

Termination Right. To Landlord has received and is currently reviewing the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that Working Drawings for Tenant's Work as referenced in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Work Letter. Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days will send written notice to Landlord, may terminate this Lease effective 30 days after delivery Tenant* either: (I) unconditionally approving the Working Drawings; (ii) rejecting the Working Drawings and notifying Tenant of such notice the basis for rejection; or (iii) conditionally approving the Working Drawings and noting the items that must be revised pursuant to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areasconditional approval. In the event that Landlord conditionally approves the Working Drawings or rejects the Working Drawings, then Tenant shall have five (5) days after receipt of such notice to terminate this Lease by delivering written notice to Landlord of termination, If Tenant delivers the termination notice in a timely fashion, then this Lease shall be deemed terminated as of the date Landlord receives Tenant's notice of termination and Tenant will deliver possession of the Premises or to Landlord on such date in its then current condition. If Tenant fails to timely give notice of termination.** Tenant will be deemed to have waived its right to terminate under this Article and the Lease shall remain in full force and effect. * By October 22, 1999 ** Within TEN(10) Business days EXHIBIT A LEASED PREMISES [DIAGRAM] EXHIBIT B WORK LETTER ----------- 939 BANNOCK LLC RE: Lease dated as of October 11. 1999, by and between 938 Bannock LLC ("Landlord") and INFLOW, INC. ("Tenant") (the "Lease"), pertaining to those specific Leased Premises more specifically described in the Lease (the "Leased Premises") Ladies and Gentlemen: Concurrently herewith, you, as Tenant, and the undersigned, as Landlord, have executed the referenced Lease, which provisions of said Lease are herein incorporated by reference as if Fully set forth herein. (Initially capitalized terms not otherwise defined have the same meaning as in the Lease.) In consideration of the execution of the Lease, Landlord has agreed to complete certain improvements in the Leased Premises and Tenant and Landlord agree as follows: 1. Landlord, at its sole cost and expense, shall perform landscaping on the south and west sides of the Building pursuant to those specific plans attached hereto as Schedule B-1 (the "Landscaping"). Landlord will use commercially reasonable efforts to complete the Landscaping prior to May 1, 2000. Additionally, Landlord, at its sole cost and expense shall: (i) repaint the exterior of the Building, or any material part thereofand (ii) replace the existing awnings on the Building (collectively "Landlord's Work"). Landlord shall perform the Landscaping and Landlord's Work in compliance with all applicable laws, rules, regulations and codes. Landlord shall be destroyed or damaged by fire or other casualty, give notice to such an extent that the time needed to repair is likely to exceed 180 days from the date Tenant of casualty then this Lease completion of Landlord's Work (which may be terminated at satisfied by delivering the election certificate required by Article 2 of the Lease). Landlord shall use reasonable efforts to cause the Landlord. Any such election shall 's Work to be made by the giving of notice by Landlord to Tenant within completed on or before sixty (60) days following after mutual execution of this Lease (the "Scheduled Completion Date of Landlord's receipt Work"). Upon completion of Landlord's Work and completion of any punch list items listed in a written agreement signed by Tenant and Landlord, Landlord shall have no Further obligation for the improvements to the Leased Premises. 2. Tenant will complete improvements in and to the Leased Premises ("Tenant's Work") in accordance with construction documents which shall include all architectural, mechanical, and electrical working drawings to be provided to Landlord (the "Working Drawings"). Tenant shall perform Tenant's Work in compliance with all applicable laws, rules, regulations and codes. Landlord specifically approves Tandem Enterprises, Inc. to serve as Tenant's general contractor for the construction of Tenant's notice Work pursuant to this Work Letter. Landlord acknowledges that Tenant will be constructing a computer and telecommunications data center. All plans and Working Drawings shall be subject to Landlord's reasonable approval, which approval shall not be unreasonably withheld, and Tenant's Work shall be completed in accordance with Article 7 of such fire or casualtythe Lease. Landlord shall not charge any supervision fee with respect to Tenant's Work. Tenant acknowledges that Landlord has disclosed to Tenant that the roof of the Leased Premises needs repair to ensure it is in a good and working condition and that Tenant, as a part of Tenant's Work, must repair and/or replace the roof in compliance with all applicable laws, rules and regulations. Tenant has disclosed to Landlord its commitment to replace the roof of the Building as a part of Tenant's Work. Landlord will provide Tenant with a roof finish allowance in the amount of Ten Thousand Dollars ($10,000) (the "Roof Allowance"). Tenant acknowledges that Landlord has disclosed to Tenant that the Building requires an access ramp on the east side of the Building pursuant to the requirements of Americans With Disabilities Act of 1990. Tenant, as a part of Tenant's Work, must construct the access ramp in compliance with all applicable laws, rules and regulations. Tenant has disclosed to Landlord its commitment to construct the access ramp as a part of Tenant's Work. Landlord will provide Tenant with a access ramp finish allowance in the amount of Ten Thousand Dollars ($10,000) (the "Access Ramp Allowance"). In addition to the foregoing, Tenant, as a part of Tenant's Work, will demolish all interior non-masonry walls in the Building to allow Tenant to build out the Leased Premises as contemplated herein. Landlord will provide Tenant with a demolition allowance in the amount of Eighteen Thousand Six Hundred Forty Dollars ($18,640) (the "Demolition Allowance"). The Roof Allowance, the Access Ramp Allowance and the Demolition Allowance may hereinafter be collectively referred to as the "Allowance." Landlord will pay the Allowance to Tenant in three payments: 25% of the Allowance will be paid by Landlord upon Tenant's commencement of the Tenant Work within the Premises; 25% of the Allowance will be paid upon 50% completion of Tenant's Work (as certified by Tenant's architect); and the balance of the Allowance will be paid upon (i) completion of Tenant's Work and Tenant's occupancy of the Premises, (ii) receipt of paid invoices from Tenant evidencing the applicable construction, along with appropriate lien waivers from Tenant's general contractor and any subcontractors involved in Tenant's Work, substantially in a form reasonably acceptable to Landlord, and (iii) Tenant's obtaining a certificate of occupancy. 3. Except for the Allowance which will be paid as set forth above, all costs related to the Tenant's Work, including, but not limited to, design fees, costs of preparation of the Working Drawings, and costs of materials and construction, are considered "Tenant Work Costs." Tenant shall be responsible for the direct payment of all Tenant Work Costs. Tenant agrees to not occupy the Leased Premises prior to the receipt of a certificate of occupancy. Please sign and return this letter and all accompanying copies of it to Indicate your approval of the terms of this agreement. Very truly yours, Very truly yours, 938 BANNOCK LLC, a Colorado limited liability company ▇▇▇▇▇ ▇▇▇▇▇▇ Realty Inc. as its manager By: /s/ ILLEGIBLE ------------------------------------ Title: President --------------------------------- CONFIRMED AND AGREED: INFLOW, INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------------- (Printed Name) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------- (Title) CEO, President -------------------------- ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ [DIAGRAM] EXHIBIT D RULES AND REGULATIONS ---------------------

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the PremisesPremises upon discovery thereof. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is or will be substantial interference for a period exceeding one hundred eighty (180) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 thirty (30) days after delivery of such written notice to the other party. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside cause thereof. If the Building, the Common Areas. In the event that Lease is not terminated following damage due to a casualty as provided herein Landlord shall restore the Premises or to substantially the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, same condition in which they existed immediately prior to such an extent that the time needed casualty subject to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyapplicable laws.

Termination Right. To Tenant hereby grants to Landlord an ongoing right to terminate the extent that Landlord is not aware Lease with respect to all or any full floor of any damage to the Premises, Tenant which right may be exercised on multiple occasions during the remaining Lease Term (the “Landlord Termination Right”). Landlord shall give exercise the Landlord immediate Termination Right by delivering not less than 90- days prior written notice to Tenant (the “Termination Notice”), which Termination Notice shall indicate (i) the full floor or floors of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or as to which Landlord is electing to terminate the Building Lease (the “Terminated Space”), and (ii) the elected date of termination (the “Termination Date”) which Termination Date shall not be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 less than 90-days from nor more than twelve (12) months after the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair delivery of the Premises Termination Notice. If Landlord exercises the Landlord Termination Right as provided above, then the Lease shall terminate and following 10 days written notice be of no further force or effect with respect to Landlordthe Terminated Space as of the Termination Date, may terminate this and Landlord and Tenant shall be relieved of their respective obligations under the Lease effective 30 days after delivery with respect to the Terminated Space, except those obligations under the Lease which expressly survive the expiration or earlier termination of such notice to Landlord. Such termination shall not excuse the performance Lease (including, without limitation, the payment by Tenant of those covenants which all amounts owed by Tenant under the terms hereof survive termination. Rent shall be abated in proportion Lease with respect to the degree Terminated Space through and including the Termination Date). Without limiting the generality of interference during the period that there is foregoing, ▇▇▇▇▇▇ shall vacate and surrender possession of the Terminated Space to Landlord on or before such substantial interference with Termination Date in the conduct of Tenant's business condition otherwise required to be vacated and surrendered at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls end of the Building, Building roof, utility systems outside the Building, the Common AreasLease Term. In the event Tenant fails to so surrender the Terminated Space to Landlord on or before the Termination Date, the holdover provisions of Article 16 of the Office Lease shall apply (it being understood and agreed that any holdover rent for purposes of Terminated Space will be based upon, and limited to, the Premises or rentable square footage of the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyTerminated Space).

Termination Right. To Upon the extent that Landlord is not aware occurrence of an Event of Default, Landlord, in its sole discretion, may terminate immediately (1) this Lease with respect to all of the Premises or (2) this Lease with respect to any Facility at or with respect to which the Event of Default exists, by delivery to Tenant of notice of Landlord’s intent to terminate (any termination under such clause (2), a “Limited Termination Election”). Upon delivery of any damage such notice of termination, all of Tenant’s rights under this Lease shall cease as to the Premisesparticular portion of the Premises specified in such notice, Tenant shall give Landlord immediate written notice and if less than all of any damage to the Premises. Subject to Premises are identified in the notice, the provisions of Paragraph 9.2Section 8.2.10 shall apply. Without limiting the foregoing, if Landlord makes a Limited Termination Election, the Premises deletion of the applicable Facility from this Lease shall be absolutely without limitation of each Tenant’s continuing obligation (on a joint and several basis) for the damages and other amounts owing on account of the Event of Default giving rise to the deletion from this Lease of such Facility or the Building termination of this Lease as to such Facility. Notwithstanding anything to the contrary herein, in the case of an Event of Default described in Section 8.1.3, Section 8.1.8 or Section 8.1.10 , (i) that solely relates to one or more single Facilities and that would not involve the creation of a lien against any Ardent Party other than the Tenants of such Facilities (ii) that would not cause a material adverse effect with respect to Facilities comprising more than 20% of Combined Facility EBITDARM for the most recently reported 12 month period, it being agreed that for purposes of such calculations, Consolidated EBITDAR shall be damaged to adjusted on a pro forma basis for any Specified Transactions occurring during such an extent that period as if such Specified Transaction had occurred as of the first day of such period, and (iii) so long as Tenant is in compliance with the good faith determination Portfolio Coverage Ratio and Guarantor is in compliance with the Consolidated Guarantor Fixed Charge Coverage Ratio and Consolidated Guarantor Leverage Ratio, taking into account the removal of Landlord's architectsuch Facilities on a Pro Forma Basis for the reduction of Consolidated EBITDAR for the entirety of the measured period (such Facilities, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty“Terminable Facilities”), Landlord shall give prompt notice thereof only be permitted to Tenant. Tenant, at any time following such notice but prior to commencement of repair of exercise the Premises foregoing remedies and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery as to the Terminable Facilities and/or exercise any other remedies available to it under this Lease, but shall not have the right to terminate the Lease as to any Facilities other than the Terminable Facilities on account of such notice Event of Default; provided, however, following the termination of this Lease as to any two (2) Facilities, upon the occurrence of any subsequent Event of Default, Landlord shall be entitled to either (I) terminate this Lease in its entirety as contemplated above or (II) exercise the foregoing remedies and terminate this Lease solely as to the Terminable Facilities, and exercise any and all other remedies available to Landlord. Such Following the termination of this Lease as to any Terminable Facility, (x) to the extent Landlord exercises its right to accelerate the payment of Minimum Rent with respect to such Terminable Facility (which right, for the avoidance of doubt, Landlord may only exercise in connection with the termination of this Lease as to any Terminable Facility), thereafter the Minimum Rent payable shall not excuse be reduced by an amount equal to the performance by Tenant Allocated Facility Rent for such Terminable Facility (provided that the foregoing Rent reduction shall in no way prevent Landlord from suing for damages in accordance with this Section 8), (y) for the purpose of those covenants which under determining the terms hereof survive termination. Portfolio Coverage Ratio, the Minimum Rent shall be abated in proportion deemed to be reduced by an amount equal to the degree Allocated Facility Rent for such Terminable Facility (regardless of interference during whether or not Landlord exercises its right to accelerate the period that there is payment of Minimum Rent with respect to such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent Terminable Facility) and Tenant's right of termination pursuant (z) Tenant shall have no further obligation to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition perform and repair the foundations structural supports and exterior walls observe all of the Buildingterms, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date covenants and conditions of casualty then this Lease may that it would be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord otherwise required to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice undertake as tenant and operator of such fire or casualty.Terminable Facility. Notwithstanding anything to the contrary herein, Landlord shall not be entitled to (a)

Termination Right. To If Landlord fails to deliver possession of the extent that Premises to Tenant in Delivery Condition on or prior to the Estimated Shell Delivery Date, this Lease shall remain in effect and Landlord shall not be subject to any liability therefor. Notwithstanding the foregoing, (i) if Landlord has not delivered possession of the Premises to Tenant in Delivery Condition by November 15, 1997, which date shall be extended one (1) day for each day Landlord is not aware delayed in completing Landlord's Work or delivering possession of any damage the Premises to Tenant in Delivery Condition as a result of Tenant Delays (as defined in Exhibit B) or an event of force majeure (as described in Exhibit B, Section VIII) (hereinafter referred to as the Premises"Tenant Termination Date"), Tenant shall give Landlord immediate have the right to terminate this Lease by written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair the date on which Landlord delivers possession of the Premises to Tenant in Delivery Condition and following 10 days (ii) if Landlord has not delivered possession of the Premises to Tenant in Delivery Condition by December 15, 1996, which date shall be extended one (1) day for each day Landlord is delayed in completing Landlord's Work or delivering possession of the Premises to Tenant in Delivery Condition as a result of Tenant Delays, but not as a result of an event of force majeure (hereinafter referred to as the "Ultimate Tenant Termination Date"), Tenant shall have the right to terminate this Lease by written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion Landlord at any time prior to the degree date on which Landlord delivers possession of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyin Delivery Condition.

Termination Right. To the extent that Landlord is not aware of any damage to the Premises, Tenant shall give Landlord immediate prompt written notice of any damage to the PremisesPremises that it becomes aware of. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding one hundred twenty (120) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 ten (10) days written notice to Landlordthe other party, may terminate this Lease effective 30 thirty (30) days after delivery of such notice to the other party. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial material interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part cause thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To the extent that Landlord is not aware of any damage Subject to the Premisesterms and conditions set forth in this Article 34, effective as of first day of the sixty-first (61st) month of the initial Lease Term only (the “Termination Date”), Tenant shall have the one-time option (the “Termination Option”) to terminate the entire Lease (but not any portion of the Lease), upon the following terms and conditions; if the following terms and conditions are not timely and completely satisfied, then the Termination Option shall be null and void with no further force and effect: (a) Tenant shall give Landlord immediate written notice (the “Termination Notice”) of any damage Tenant’s election to exercise the Termination Option at least 180 days prior to the Premises. Subject Termination Date; (b) There shall exist no material monetary or material nonmonetary default under the Lease (beyond any applicable notice and cure period) on the date Landlord receives the Termination Notice or on the Termination Date; and (c) Tenant shall pay to Landlord an amount equal to the provisions sum of Paragraph 9.2(i) the unamortized Tenant Improvement Allowance and (ii) the unamortized leasing commissions paid or payable by Landlord in connection with this Lease, if the Premises or the Building which each shall be damaged to such an extent that in amortized over the good faith determination initial Term of Landlord's architectthe Lease beginning on the Commencement Date and ending on the originally scheduled Expiration Date, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from plus interest accruing at ten percent (10%) beginning on the date of casualty, disbursement (the “Termination Fee”). The Termination Fee shall be payable by Tenant to Landlord shall give prompt notice thereof to within ten (10) days of Tenant. Tenant, at any time following such notice but prior to commencement of repair ’s delivery of the Premises and following 10 days written notice Termination Notice to Landlord, may in immediately available funds. If Tenant does not timely pay any portion of the Termination Fee to Landlord as set forth herein, then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (i) 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 effective 30 days after delivery of such notice to Landlord. Such termination shall and as if this Article 34 did not excuse the performance by exist, and/or (ii) Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree material default under this Lease, without any notice and/or cure period, and Landlord may pursue all of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent its available rights and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep remedies in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areasconnection therewith. In the event that Tenant timely and properly exercises the Termination Option, the term of this Lease shall terminate effective as of the Termination Date, Basic Rental and all other monetary obligations under this Lease shall be paid through and apportioned as of the Termination Date, and neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Lease after the Termination Date, except for such rights and liabilities which, by the terms of the Lease are obligations of the Tenant or Landlord which expressly survive the expiration of this Lease. The Termination Option shall automatically terminate and become null and void upon (X) the failure of Tenant to timely or properly exercise the Termination Option; or (Y) Tenant’s right to possession of the Premises or being terminated prior to the Building, or any material part thereof, exercise of the Termination Option. The Termination Option shall be destroyed personal to the Original Tenant, and shall only be applicable during the initial Lease Term (i.e., the Termination Option shall not exist during any extension or damaged by fire or other casualty, renewal of the lease Term). Time is of the essence with respect to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then every deadline set forth in this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyArticle 34.

Termination Right. To If Landlord does not substantially complete Landlord's Work by JUNE 1, 2003, subject to extensions of said date occasioned by any Tenant Delays and Force Majeure Delays (the extent that Landlord is not aware "Termination Date"), and if no Event of any damage to Default of Tenant under the PremisesLease remains uncured, then Tenant shall give Landlord immediate written notice of any damage have the right to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 by giving Landlord written notice within ten (10) days after delivery of such notice the Termination Date. If Tenant so terminates the Lease, Landlord will refund to Landlord. Such termination shall not excuse the performance Tenant any prepaid Rent and/or Security Deposit posted by Tenant under this Lease, and the parties shall have no further obligations under this Lease. If Tenant does not so notify Landlord of those covenants which under its desire to terminate the terms hereof survive termination. Rent shall be abated Lease, then the Lease will continue in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent full force and effect, and Tenant's right to terminate this Lease shall forever lapse. In no event shall Landlord be liable in damages or otherwise for any failure to substantially complete Landlord's Work by the Termination Date. EXHIBIT "D" CERTIFICATE OF DELIVERY OF POSSESSION AND COMMENCEMENT DATE OF LEASE THIS CERTIFICATE OF DELIVERY OF POSSESSION AND COMMENCEMENT DATE OF LEASE, made on this ___ day of termination pursuant _________, 2002 (herein after referred to this provision shall be Tenant's sole remedy as the "Certificate"), between SENECA ▇▇▇▇▇▇▇ CORPORATE CENTER II L.L.C., a Maryland limited liability company (hereinafter referred to as the "Landlord"), whose address for failure of Landlord purposes hereof is c/o Minkoff Development Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Gaithersburg, MD 20877; and ADVANCIS PHARMACEUTICAL CORPORATION, a Delaware corporation, qualified to keep transact business and in good order, condition and repair standing under the foundations structural supports and exterior walls laws of the BuildingState of Maryland (hereinafter referred to as the "Tenant"), Building roofwhose address for purposes hereof is 20417 - ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, utility systems outside the Building▇▇▇▇▇▇▇▇▇▇, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Termination Right. To If Lessee (or a Permitted Assignee of Lessee) and Lessor (or Menlo Park Portfolio II, LLC, hereinafter referred to as “MPP”) fully execute and deliver a lease (or leases) for space consisting of no less than a total amount of ninety thousand (90,000) rentable square feet of space in a building or buildings identified on Schedule 1 attached hereto (the extent that Landlord is not aware of any damage "Expansion Lease"), upon further terms mutually acceptable to each party in each party's sole and absolute discretion, then Lessee has a one-time right to elect to terminate the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required Lease by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days delivering written notice to Landlord, may terminate this Lease effective 30 days after Lessor (the "Termination Notice") concurrently with or prior to Lessee's delivery of such the executed Expansion Lease to Lessor (or MPP, but Lessee’s notice shall be conditioned upon Lessor’s or MPP’s execution and delivery of the Expansion Lease to Landlord. Such Lessee), which termination shall not excuse be effective as of the performance commencement date of the Expansion Lease (the "Termination Date"), and shall be without the payment of any termination penalty or fee by Tenant Lessee. Provided that Lessee timely elects to terminate the Lease in accordance with this Section 7, the Lease shall automatically terminate and be of those covenants which no further force or effect, and Lessor and Lessee shall be relieved of their respective obligations under the terms hereof Lease, as of the Termination Date, except with respect to those obligations set forth in the Lease that specifically survive terminationthe expiration or earlier termination of the Lease, including, without limitation, Lessee’s obligation to pay Rent and all amounts owed by Lessee under the Lease, and to perform all other lease obligations for the period up to the Termination Date. Rent Lessee’s right to terminate shall be abated conditioned upon Lessee not being in proportion default, after expiration of applicable notice and cure periods, under the Lease on the date Lessee provides the Termination Notice or the Termination Date. If Lessee does not exercise its termination right concurrently with or prior to Lessee’s delivery of the degree executed Expansion Lease to Lessor (or MPP), then Lessee’s termination right shall expire automatically and shall have no further force or effect without necessity of interference during the period notice or other action by Lessor. Lessee acknowledges and agrees that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure does not provide Lessee with any right or preferential right to lease space in any building identified on Schedule 1, including without limitation, any rights of Landlord first refusal, rights of first offer or other rights to keep lease such space. Additionally, Lessor does not guarantee any availability of space in good orderany building identified on Schedule 1 and Lessor retains the right to renovate, condition and repair the foundations structural supports and exterior walls demolish or otherwise modify any existing buildings identified on Schedule 1 prior to execution of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtyExpansion Lease.

Termination Right. To the extent that (a) Tenant shall notify Landlord is not aware of any material damage to the Premises, Premises resulting from fire or any other casualty promptly following the date Tenant shall give Landlord immediate written notice actually becomes aware of any damage to the Premisessame. Subject to the provisions of Paragraph 9.2, if If the Premises or any Common Areas of the Building Industrial Center serving or providing access to the Premises shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, Landlord shall promptly and diligently prosecute to such an extent completion (subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Paragraph 9 .1) the restoration of the areas that the time needed are Landlord’s obligation to repair is likely under Paragraph 7.2 above, but Landlord shall not be required to exceed 180 days from restore the date tenant improvements within the Premises or any Alterations made by Tenant to the Premises, the restoration of casualty then this Lease may which shall be terminated at performed by Tenant and promptly and diligently prosecuted to completion after Landlord completes Landlord’s restoration obligations as to the election of LandlordBuilding and Premises. Any such election shall In connection with repairs and replacements required to be made by Tenant, Tenant shall, prior to the giving commencement of notice by construction, submit to Landlord for Landlord’s review and approval (not to be unreasonably withheld, conditioned or delayed) all plans specifications and working drawings relating thereto. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises or the Common Areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Rent during the time and to the extent the Premises are materially damaged and unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof, except that, unless the casualty resulted from the negligence, recklessness or willful acts of Landlord, Tenant’s Rent shall ▇▇▇▇▇ only to the extent Landlord is reimbursed for such lost Rent from the proceeds of rental interruption insurance carried by Landlord. (b) Notwithstanding the terms of Paragraph 9.1(a) above, Landlord may elect not to rebuild and/or restore the Premises and/or Industrial Center and instead terminate this Lease by notifying Tenant in writing of such termination (the “Casualty Termination Notice”) within sixty (60) days after the date of actual discovery of damage, such Casualty Termination Notice to include a termination date giving Tenant sixty (60) days to vacate the Premises, but Landlord may so elect only if the Industrial Center shall be damaged by fire or other casualty or cause whether or not the Premises are affected, and one or more of the following conditions is present: (a) Landlord's ’s estimate of the length of time required for Landlord and Tenant to complete their respective required repairs (which estimate shall be delivered to Tenant in writing (“Landlord’s Repair Estimate”) within forty-five (45) days following the later of date of the damage or the date of Landlord’s knowledge of the damage) exceeds one hundred eighty (180) days from the date of actual discovery of damage (when such repairs are made without the payment of overtime or other premiums), (b) the holder of any mortgage on the Buildings or ground or underlying lessor with respect to the Industrial Center shall require that the insurance proceeds or any portion thereof be used to retire the mortgage debt, or shall terminate the ground or underlying lease, as the case may be; or (c) the cost of repairing the damage required to be repaired by Landlord (without consideration of the amount of Landlord’s deductible) exceeds the amount of available insurance. (c) Notwithstanding anything to the contrary in this Lease, if the damage is to the Premises or if portions of the Common Areas (including, without limitation, the parking areas) are damaged or not reasonably accessible to Tenant as a result of the damage to the Industrial Center and, as a result, Tenant cannot reasonably operate its business at the Premises then, if Landlord’s Repair Estimate is more than one hundred eighty (180) days and Landlord has not elected to terminate this Lease pursuant to this Paragraph 9.1, Tenant shall have the right to terminate this Lease by giving Landlord written notice thereof within forty-five (45) days following receipt of Tenant's notice Landlord’s Repair Estimate. (d) Notwithstanding anything to the contrary contained herein, if the Premises is wholly or partially damaged or destroyed within the final six (6) months of the then remaining Lease Term (as the same may theretofore have been extended pursuant to this Lease), and if as a result of such fire damage or casualtydestruction Tenant is, or reasonably will be, denied access or use of a material portion of the Premises for the conduct of its business operations for a period of ninety (90) consecutive days (or such shorter period as is then remaining in the Term), then Landlord or Tenant may, at its option, elect to terminate the Lease as to the affected portion of the Premises, by giving the other party notice no later than sixty (60) days after the actual discovery of such damage or destruction. (e) Upon any such termination of this Lease pursuant to this Paragraph 9.1, Tenant shall pay Rent, properly apportioned up to such date of termination, and both parties hereto shall thereafter be freed and discharged of all further obligations hereunder, except as provided for in provisions of this Lease which by their terms survive the expiration or earlier termination of the Lease Term. (f) The provisions of this Lease, including this Paragraph 9.1, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, the Industrial Center or any portion thereof, and any statute or regulation of the State of California, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Industrial Center or any portion thereof.

Termination Right. To Landlord shall have the extent that Landlord is not aware of any damage right to the Premises, terminate this Lease upon ninety (90) days notice to Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in the good faith determination event Landlord receives notice from any of Landlord's architect, the time needed insurance carriers that such carrier intends to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or cancel its insurance on the Building, or any material part thereof, shall be destroyed or damaged to increase the cost of such insurance by fire or other casualty, more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such an extent notice, due to the activities of Tenant or the presence of Tenant in the Building; provided, however, that if Landlord receives written notice from its insurance carrier that such carrier intends to cancel its insurance on the time needed Building or to repair is likely to exceed 180 days from increase the date cost of casualty then this Lease may be terminated at such insurance by more than one hundred percent (100%) above the election of Landlord. Any such election shall be made by the giving of notice premium payable by Landlord immediately prior to Tenant such notice and Landlord is provided with the opportunity to cure such condition or circumstance by a specific date in order to avoid such cancellation or increase, Landlord shall, within sixty two (602) business days following Landlord's receipt of same, provide Tenant with a copy of such notice and Tenant shall have the right to effect the cure of such condition or circumstance prior to the date specified in the insurance carrier's notice to Landlord. However, Landlord shall not terminate this Lease in the event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the canceled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by such new insurance carrier. Notwithstanding anything to the contrary set forth in this ▇▇▇▇▇▇▇▇▇ ▇▇.▇, ▇▇▇▇▇▇▇▇ shall not have the right to terminate this Lease pursuant to this Paragraph 22.6 based upon Landlord's insurance carrier's intended cancellation of its insurance on the Building or intended increase in the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice if Tenant's notice use of such fire or casualtythe Demised Premises is in accordance with the provisions of Paragraph 12 hereof regarding use of the Demised Premises and Tenant is otherwise in compliance with all of its obligations under this Lease and under all laws and governmental regulations which are applicable with respect to the Demised Premises.

Termination Right. To If Landlord fails to cause the extent Substantial Completion of the Storefront Work to occur by the date that Landlord is not aware one hundred fifty (150) days after the Lease Date (the “Outside Date”), as such date may be extended as provided hereinbelow, then the sole remedy of any damage to the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building for such failure shall be damaged the right to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of repair of the Premises and following 10 days written deliver a notice to Landlord, may Landlord (a “Termination Notice”) electing to terminate this Lease effective 30 upon the date occurring five (5) business days after delivery following Landlord’s receipt of the Termination Notice (the “Termination Effective Date”). The effectiveness of any such notice to Landlord. Such termination shall not excuse the performance Termination Notice delivered by Tenant of those covenants which under to Landlord shall be governed by the terms hereof survive terminationof this Section 1.2. Rent The Termination Effective Date and the Outside Date shall be abated in proportion extended to the degree extent of interference during any delays beyond the period reasonable control of Landlord, including any delay or delays caused by “Force Majeure,” as that there term is such substantial interference with defined in Section 24.16 of the conduct Lease. Upon any termination of this Lease as set forth in this Section 1.2, Landlord and Tenant shall be relieved from any and all liability to each other resulting hereunder except that Landlord shall return to Tenant any prepaid rent. Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant ’s rights to terminate this provision Lease, as set forth in this Section 1.2, shall be Tenant's ’s sole and exclusive remedy at law or in equity for the failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls Substantial Completion of the BuildingStorefront Work to occur as set forth above. Upon the occurrence of the Substantial Completion of the Storefront Work, Building roofTenant’s rights to terminate this Lease, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereofas set forth in this Section 1.2, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualtynull and void.

Termination Right. To If the extent that Premises are damaged in whole or in part by fire, the elements, or any other cause whatsoever, then Landlord shall restore the same to substantially the same condition existing immediately prior to such damage, unless the Lease is not aware of any damage terminated by Landlord or Tenant pursuant to the Premises, this Paragraph 9.1. Tenant shall give Landlord immediate written notice of any damage to the Premises. Within sixty (60) days following such damage, Landlord shall inform Tenant in writing of Landlord’s estimate of the time required to complete repairs to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that in there is substantial interference for a period exceeding one hundred eighty (180) consecutive days with the good faith determination conduct by Tenant of Landlord's architectits business at the Premises, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenantthen either party, at any time following such notice but prior to commencement of repair of the Premises and following 10 ten (10) days written notice to Landlordthe other party, may terminate this Lease effective 30 thirty (30) days after delivery of such notice to the other party. Further, if any portion of the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord, then Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Additionally, if the repair of any such damage is not completed within one hundred eighty (180) days (regardless of the time estimated for completion of the repairs), Tenant shall have the right to terminate this Lease by delivering written notice thereof to Landlord within thirty (30) days after the expiration of the 180-day period, with any such termination effective thirty (30) days after delivery of the notice of termination, unless all such repairs are completed within such latter thirty (30) day period. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's ’s business at the Premises. Abatement of rent and Tenant's ’s right of termination pursuant to this provision shall be Tenant's ’s sole remedy for failure of Landlord with respect to keep in good order, condition and repair the foundations structural supports and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part cause thereof, shall be destroyed or damaged by fire or other casualty, to such an extent that the time needed to repair is likely to exceed 180 days from the date of casualty then this Lease may be terminated at the election of Landlord. Any such election shall be made by the giving of notice by Landlord to Tenant within sixty (60) days following Landlord's receipt of Tenant's notice of such fire or casualty.

Termination Right. To Delete Paragraph 9.1 of the extent that Landlord is not aware of any damage to Lease in its entirety and replace it with the Premises, Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if following: "If the Premises are rendered untenantable by a fire or other casualty and the Building shall be damaged to such an extent that in the good faith determination of Landlord's architect, the time needed to make restoration as required by Section 9.2 shall exceed 180 days from the date of casualty, Landlord shall give prompt notice thereof to Tenant. Tenant, at any time following such notice but prior to commencement of reconstruction or repair of the Premises and following 10 days written notice to Landlord, may terminate this Lease effective 30 is not capable of being completed within ninety (90) days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination pursuant to this provision shall be Tenant's sole remedy for failure of Landlord to keep in good order, condition and repair the foundations structural supports and exterior walls date of the Building, Building roof, utility systems outside the Building, the Common Areas. In the event that the Premises or the Building, or any material part thereof, shall be destroyed or damaged by fire or other casualty, then either Landlord or Tenant may terminate this Lease by written notice to such the other delivered within thirty (30) days after the date of the fire or other casualty, whereupon both parties shall be relieved of all further obligations hereunder, except as otherwise expressly set forth herein. If neither party terminates this Lease, then Landlord shall diligently and with commercially reasonable promptness repair the Premises to the condition existing as of the date of this Lease. Tenant shall be entitled to an equitable abatement of Rent to the extent that the time needed to repair is likely to exceed 180 days Premises are unfit for occupancy. shall ▇▇▇▇▇ as described above from the date of the casualty then this until Landlord's repairs have been substantially completed. If the Lease may be is not terminated at pursuant to the election termination rights granted hereunder, and Landlord's reconstruction or repair of Landlord. Any such election shall be made by the giving Premises is not completed within ninety (90) days after the date of notice by Landlord the fire or other casualty (subject to Tenant within the time required to prepare plans for reconstruction, to obtain building permits, to receive distribution of insurance proceeds, and to complete the likely contract bidding process and all other relevant factors, but not to exceed an additional sixty (60) days), then Tenant shall have the right to terminate this Lease by written notice to Landlord delivered within thirty (30) days following Landlord's receipt of Tenant's notice after the expiration of such fire ninety (90) day period (or casualtyas so extended), whereupon both parties shall be relieved of all further obligations hereunder, except as otherwise expressly set forth herein."