Common use of Termination Right Clause in Contracts

Termination Right. 5.1 If at any time after the date of this Agreement and prior to Completion the Purchasers (or either of them) become aware of any breach(es) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and shall have the right to terminate this Agreement by giving notice in writing to the Sellers by not later than twenty five (25) Business Days after service of notice in accordance with Clause 5.1. 5.5 In the event that this Agreement is terminated in accordance with Clause 5.4, neither Party shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any rights and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any of the Surviving Provisions).

Termination Right. 5.1 If A. Provided that there does not then exist an outstanding, uncured monetary or material non-monetary Event of Default, at any time after the date earlier to occur of this Agreement and prior to Completion the Purchasers (or either of them) become aware of any breach(es) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such noticedate which is five hundred forty (540) days following the Lease Commencement Date, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and or (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claimsApril 30, when substantiated2014, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and Tenant shall have the right to terminate this Agreement by giving Lease upon sixty (60) days prior written notice in writing to Landlord. In addition, at any time and from time to time during the Sellers by not later Term, Tenant shall have the right to terminate this Lease with respect to any Demised Premises Component (hereinafter defined) upon thirty (30) days prior written notice to Landlord with respect to such Demised Premises Component. As used herein, the term “Demised Premises Component” shall mean any of the following portions of the Demised Premises: (i) the data room, containing approximately 7,895 rentable square feet depicted on Exhibit E-1 attached hereto (the “Data Room”); (ii) the control center facility and support space, containing approximately 46,493 rentable square feet depicted on Exhibit E-2 attached hereto (the “Control Center”), (iii) the network operations center, containing approximately 10,994 rentable square feet depicted on Exhibit E-3 attached hereto (the “Network Operations Center”), and (iv) up to 20,000 contiguous rentable square feet of the office portion of the Demised Premises (i.e. the remaining area of the Demised Premises, other than twenty five (25) Business Days after service of notice in accordance with Clause 5.1. 5.5 the Data Room, the Control Center and the Network Operations Center). In the event that Tenant terminates this Agreement is terminated in accordance Lease with Clause 5.4respect to a Demised Premises Component, neither Party Tenant shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any rights and liabilities which have accrued before termination in relation be entitled to antecedent breaches and except in relation to any a pro rata reduction of the Surviving ProvisionsMonthly Base Rent (based on the rentable area of the Demised Premises Component). In the event of a termination of this Lease with respect to a Demised Premises Component, the costs of segregating the Demised Premises Component and the remaining Demised Premises shall be the sole responsibility of Tenant.

Termination Right. 5.1 If at any time after the date of this Agreement and prior to Completion the Purchasers (or either of them) become aware of any breach(es) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and Tenant shall have the right to terminate this Agreement the Lease and associated parking as to a portion of the Premises at any time after January 1, 2011 (the “Effective Termination Date”); provided that Tenant satisfies all of the following requirements: (a) Tenant’s right to terminate shall be limited to “full quadrants” of the Building based on the following schedule: (i) if Tenant has expanded into Suite 125, the quadrants shall be terminated in the following order: Suite 150, 100, 175 and 125; or (ii) if Tenant has not expanded into Suite 125, the quadrants shall be terminated in the following order: Suite 175, 150 and 100. If Tenant exercises its right to terminate a “quadrant”, Tenant may not terminate an additional “quadrant” until twelve (12) months after the Effective Termination Date of the previously terminated quadrant. (b) Tenant shall have provided Landlord with written notice of Tenant’s intention to exercise the option to terminate a portion of the Lease, which notice must be received by giving notice in writing Landlord no later than twelve (12) months prior to the Sellers Effective Termination Date; (c) As of the date that Tenant notifies Landlord of Tenant’s intention to terminate the Lease as to a particular quadrant and as of the Effective Termination Date, there shall be no continuing Event of Default (beyond applicable notice and cure periods) by not later than twenty five Tenant under this Lease; and (25d) Business Days after service Tenant shall pay to Landlord at the time Tenant gives written notice to Landlord as provided for in Subparagraph 10(b), above a termination fee, prorated as to that portion of notice the Premises for which the Lease is terminated. The termination fee shall equal the sum of the unamortized portion of (i) all brokerage commissions incurred by Landlord in accordance with Clause 5.1relationship to the execution of this Lease, and (ii) the Tenant Improvement Allowance and the Additional Improvement Allowance; provided that, the Tenant Improvement Allowance, the Additional Improvement Allowance, and the brokerage commissions shall be amortized on a straight-line basis over the Lease Term bearing interest at a rate of eight percent (8%) per annum. 5.5 In (e) Upon the event that Effective Termination Date pursuant to this Agreement is paragraph, Tenant shall vacate and surrender the terminated quadrant to Landlord as provided for in accordance with Clause 5.4, neither Party shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any Lease. All rights and liabilities which have accrued before termination in relation obligations of Tenant under the Lease with respect to antecedent breaches and except in relation the terminated quadrant shall cease to any exist as of the Surviving Provisions)Effective Termination Date. Notwithstanding the foregoing, Tenant’s audit rights under Section 5(i) shall survive the termination of a quadrant.

Termination Right. 5.1 If at any time after Provided that Tenant is not in monetary default under the date terms and conditions of this Agreement Lease or non-monetary default (beyond any applicable notice and prior to Completion cure periods) under the Purchasers (or either terms and conditions of them) become aware of any breach(es) this Lease as of the Sellers’ Warranties and/or any breach(es) by the Sellers time of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach exercise of the Sellers’ Warranties and/or Clause 6.2 “Termination Right” (as applicabledefined below), an amount in excess or as of fifty million dollars the “Termination Dates” ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)as defined below), then the Purchasers may, by notice in writing Landlord hereby grants to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of Tenant a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and shall have the right to terminate this Agreement by giving Lease (the “Termination Right”) upon strict compliance with the terms and conditions hereinafter set forth. Tenant may only exercise the Termination Right as of the expiration of the twenty-fourth (24th) (“1st Termination Date”) or forty-eighth (48th) (“2nd Termination Date”) full calendar month following the Lease Commencement Date (the “Termination Dates”), (ii) Tenant must provide Landlord with written notice in writing (the “Termination Notice”) not less than one hundred and eighty (180) days prior to the Sellers by not later than twenty five 1st Termination Date or the 2nd Termination Date, as applicable, that it intends to exercise the Termination Right and terminate the Lease upon the expiration of the twenty-fourth (2524th) Business Days after service or forty-eighth (48th) full calendar month following the Lease Commencement Date, as applicable, and (iii) Tenant shall include with the Termination Notice a cashiers or certified check, made payable to Landlord, in an amount equal to the sum of notice (a) Landlord’s then “Unamortized Brokerage Commissions” (as defined below), plus, (b) Landlord’s then “Unamortized Abated Rent” (as defined below) (the “Termination Payment”). Landlord grants the Termination Right contained herein to Tenant in accordance consideration of Tenant’s strict compliance with Clause 5.1. 5.5 the provisions hereof, including, without limitation, the manner and time of exercise of the Termination Right and the timely payment of the Termination Payment. In the event that this Agreement is terminated of any failure by Tenant to exercise the Termination Right in strict accordance with Clause 5.4, neither Party shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any rights terms and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any of the Surviving Provisions).conditions set

Termination Right. 5.1 If at any time after Landlord and Tenant hereby agree to each use their commercially reasonable, good-faith efforts to resolve the date of this Agreement and prior to Completion dispute with the Purchasers (or either of them) become aware of any breach(es) Existing Tenant regarding the Existing Tenant’s occupancy of the Sellers’ Warranties and/or any breach(esData Room (the “Data Room Resolution”) by on or before the Sellers of their obligations under Clause 6.2 such thatCommencement Date. In the event that Landlord fails to achieve the Data Room Resolution on or before July 26, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability))2010, then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and Tenant shall have the right to terminate and cancel this Agreement by giving notice in writing Lease with respect to the Sellers Data Room only at any time on or after July 26, 2010 by not later than twenty five delivering written notice (25the “Termination Notice”) Business Days after service of notice thereafter to Landlord. Provided that Tenant terminates this Lease with respect to the Data Room in accordance with Clause 5.1. 5.5 In the event that terms of this Agreement is terminated in accordance Section 4.2(b), then (i) this Lease shall automatically terminate and be of no further force or effect with Clause 5.4respect to the Data Room only as of the date (the “Termination Date”) upon which Tenant delivers the Termination Notice to Landlord, neither Party (ii) Landlord and Tenant shall have any claim be relieved of their respective obligations under this Agreement of any nature whatsoever against Lease with respect to the other Party (except in respect of any rights and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any Data Room only as of the Surviving Provisions)Termination Date, (iii) the Fixed Rent due hereunder shall be reduced by $911.00 per month to exclude the Data Room which the parties hereby stipulate contains five hundred (500) rentable square feet, (iv) Tenant’s Proportionate Share shall be reduced to 49.88% to exclude the Data Room, (v) Landlord shall refund to Tenant within thirty (30) days following the Termination Date an amount equal to $911.00, as a reduction of the Security Deposit and (vi) the number of “Parking Spaces,” as that term is defined in Article 28 below shall be reduced by two (2) based upon the exclusion of the Data Room.

Termination Right. 5.1 If at any time after Provided that the Original Tenant is not in default under the Lease, as amended, as of the date of this Agreement and prior to Completion the Purchasers (or either of them) become aware of any breach(es) Tenant's delivery of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred"Termination Notice," as that term is defined below, the Purchasers Original Tenant shall have a one-time right to terminate the Lease, as amended hereby, effective as of October 31, 2011 (the "Termination Date"), provided that (i) Landlord receives written notice (the "Termination Notice") from Tenant on or either before October 31, 2010, stating that Tenant irrevocably exercises its right to terminate the Lease, as amended hereby, pursuant to the terms and conditions of themthis Section 8, and (ii) would have been entitled Tenant pays to recover from the SellersLandlord, by way of damages for breach concurrently with its delivery of the Sellers’ Warranties and/or Clause 6.2 (Termination Notice, as applicable)an early termination fee, an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount sum of the (x) the Monthly Base Rent payable during the sixty-first (61st) through the sixty-third (63rd) months of the Extended Term, (y) the unamortized portion, as of the Termination Date, of all such claims when substantiated plus ten million dollars costs expended by Landlord in connection with the Tenant Improvements, the Tenant Improvement Allowance and any other allowances paid by Landlord in connection with any First Offer Space leased by Tenant, and ($10,000,000); or (iiz) if the aggregate amount unamortized portion, as of the Termination Date, of all such claimsleasing commissions paid by Landlord in connection with the Lease, when substantiatedas amended, is less than forty million dollars including any First Offer Space, with the costs set forth in items ($40,000,000), y) and (z) above being amortized at an annual interest rate of seven percent (7%) over the initial Extended Term. Provided that the maximum aggregate liability Original Tenant terminates the Lease, as amended, pursuant to the terms of this Section 8, (A) the Lease, as amended, shall automatically terminate and be of no further force or effect, (B) Landlord and Tenant shall be relieved of their respective obligations under the Lease, as amended, as of the Sellers Termination Date, except those obligations set out forth in paragraph 3.1 the Lease, as amended, which specifically survive the expiration or earlier termination of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000)the Lease, provided thatas amended including, for without limitation, the avoidance of doubt, any such election must be made in respect payment by Tenant of all claims notified amounts owed by Tenant under Clause 5.1the Lease, as amended, up to and including the 3 Termination Date, and not just some only. 5.3 For the avoidance (C) as of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date Tenant's delivery of the original Termination Notice, Tenant's right lease any first offer space pursuant to Section 6, above, shall be deemed null and void and no further force or effect. The rights contained in this Section 8 shall be personal to the Original Tenant and may only be exercised by the Original Tenant (and not any assignee, sublessee or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase other transferee of the SharesOriginal Tenant's interest in the Lease, and shall have the right to terminate this Agreement by giving notice in writing to the Sellers by not later than twenty five (25) Business Days after service of notice in accordance with Clause 5.1. 5.5 In the event that this Agreement is terminated in accordance with Clause 5.4, neither Party shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any rights and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any of the Surviving Provisionsas amended).

Termination Right. 5.1 If at any time after Landlord has received and is currently reviewing the date of this Agreement and prior to Completion the Purchasers (or either of them) become aware of any breach(es) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages Working Drawings for breach of the Sellers’ Warranties and/or Clause 6.2 (Tenant's Work as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) referenced in the case of each claim for breach of Clause 6.2 specified in such notice, Work Letter. Landlord will send written notice to waive Tenant* either: (I) unconditionally approving the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to thereinWorking Drawings; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if rejecting the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability Working Drawings and notifying Tenant of the Sellers set out in paragraph 3.1 of Schedule 7 basis for rejection; or (The Sellers’ Limitations of Liabilityiii) shall be fifty million dollars ($50,000,000), provided that, for conditionally approving the avoidance of doubt, any such election Working Drawings and noting the items that must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted revised pursuant to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and shall have the right to terminate this Agreement by giving notice in writing to the Sellers by not later than twenty five (25) Business Days after service of notice in accordance with Clause 5.1. 5.5 Landlord's conditional 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 Agreement is 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 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, and (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 give notice to Tenant of completion of Landlord's Work (which may be satisfied by delivering the certificate required by Article 2 of the Lease). Landlord shall use reasonable efforts to cause the Landlord's Work to be completed on or before sixty (60) days after mutual execution of this Lease (the "Scheduled Completion Date of Landlord's 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 Clause 5.4construction documents which shall include all architectural, neither Party mechanical, and electrical working drawings to be provided to Landlord (the "Working Drawings"). Tenant shall have any claim under 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 Work pursuant to this Agreement of any nature whatsoever against the other Party (except 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 respect of any rights and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any accordance with Article 7 of the Surviving ProvisionsLease. 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. 5.1 If at any time Provided that Tenant is not in Default, Tenant shall have five options to terminate the lease after the date of this Agreement and prior to Completion fifth lease year. Such options will be effective, if exercised properly, at the Purchasers (or either of them) become aware of any breach(es) beginning of the Sellers’ Warranties and/or any breach(es) by the Sellers sixth, seventh, eighth, ninth and tenth lease years. In order to properly exercise one of their obligations under Clause 6.2 such thatthese options, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such noticeTenant must: (i) if provide written notice to Landlord no later than eight (8) months prior to the aggregate proposed termination date; and (ii) pay to Landlord no later than thirty (30) days prior to the effective termination date, an amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount then-unamortized costs (based upon a ten (10) year period and computed as of all such claims when substantiated plus ten million dollars 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 $10,000,000); or25.00 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 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 aggregate amount 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 cleaning or maintenance of 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 (hereinafter "Common Areas") clean and free from rubbish. Tenant shall not cause any unnecessary labor by reason of Tenant's carelessness or indifference in the preservation of good order and cleanliness. 6. Tenant shall use the Common Areas only as a means of 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 such claimsrules 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, when substantiatedand Landlord shall in all cases retain the right to control or prevent access thereto by all persons whose presence, is less than forty million dollars ($40,000,000in the judgment of Landlord, shall be prejudicial to the safety, character, reputation or interests of the Building and its tenants. Tenant shall not enter or install equipment in the mechanical rooms, air conditioning rooms, electrical closets, janitorial closets, or similar areas or go upon the 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), that inside telecommunications and/or data transmission wire space and/or conduits or the maximum aggregate liability of telephone wire demarcation point in the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some onlyBuilding without Landlord's prior consent. 5.3 For the avoidance 7. Without limitation upon any of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 the Lease, Tenant shall apply not ▇▇▇▇, paint, drill into, cut, string wires within, or in relation 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 original (walls or previously updated) notice as floors shall be repaired by Tenant at Tenant's sole cost and expense. Tenant shall not lay linoleum or similar floor coverings so updated, save that the fifteen (15) days same shall run from come into direct contact with the date floor of the updated noticeDemised Premises and, rather than from if linoleum or other similar floor covering is to be used, an interlining of builder's deadening felt shall be first affixed to the date 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 original 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 (or previously updated) noticethis is not applicable in VAV buildings). Tenant shall not cover induction units. 5.4 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 the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1Tenant or Tenant's employees, the Purchasers 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 obliged responsible therefor. 10. Subject to complete applicable fire or other safety regulations, all doors opening onto Common Areas and all doors upon the purchase perimeter of the SharesDemised Premises shall be kept closed and, 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 have the right to terminate this Agreement by giving notice in writing lock any entrance doors to the Sellers Building or to the Demised Premises used by not later than twenty five (25) Business Days Tenant immediately after service using such doors. Tenant shall cooperate with energy conservation by limiting use of notice in accordance with Clause 5.1lights to areas occupied during non- business hours. 5.5 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 this Agreement 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 terminated arranged for such services, and Tenant hereby indemnifies and holds Landlord harmless from any and all liability in accordance connection with Clause 5.4any 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, neither Party 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 which 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 claim under this Agreement property of any nature whatsoever against Tenant, or done by Tenant's Property while in the other Party (except Building, shall be repaired at the expense of Tenant. 19. For purposes hereof, the terms "Landlord", "Landlord's Agent", "Tenant", "Complex", "Building", "Demised Premises", "Tenant's Property" and "Systems" are defined in respect of any rights the Lease to which these rules and liabilities which regulations are attached. Wherever these terms appear in the rules and regulations they shall have accrued before termination the same meaning as defined in relation to antecedent breaches and except in relation to any of the Surviving Provisions)Lease.

Termination Right. 5.1 If at Providing Tenant is not in default under any time after the date of this Agreement and prior to Completion the Purchasers (or either of them) become aware of any breach(es) terms of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such thatlease, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and Tenant shall have the right to terminate this lease effective any time after 8/31/98 upon sixty (60) days advance written notice to Landlord (notice can be given to Landlord no earlier than 6/30/98) and only upon payment of all unamortized tenant finish allowance and brokerage commissions remaining through the lease expiration of 8/15/2000. The amortization rate for the Tenant Finish Allowance and Brokerage Commissions shall be 11% per annum Simple Interest. Except as herein and hereby modified and amended the Agreement by giving notice of Lease shall remain in writing full force and effect and all the terms, provisions, covenants and conditions thereof are hereby ratified and confirmed. DATED AS OF THE 27 DAY OF JUNE, 1995. WITNESS AETNA LIFE INSURANCE COMPANY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ ------------------------------ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director WITNESS: 1ST TECH CORPORATION /s/ ▇▇▇ HOUSE /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------ ------------------------------ By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO THIRD AMENDMENT TO LEASE AGREEMENT BETWEEN AETNA LIFE INSURANCE COMPANY, AS LANDLORD, AND 1ST TECH CORPORATION , AS TENANT To be attached to and from a part of Lease made the 18th day of May, 1995 (which together with any amendments, modifications and extensions thereof, is herein called Lease), between Landlord and Tenant, covering a total of 26,315 square feet an located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, known as ▇▇▇▇▇▇ 3. WITNESSETH that the Lease is hereby modified and amended as follows: RIGHT OF FIRST REFUSAL Landlord is the owner of the herein demised premises, as well as the adjacent 7,423 square feet of space. It is agreed that Tenant shall have the right of first refusal to lease the adjacent space from the Landlord subject to the Sellers by not later than twenty five (25) Business Days after service of notice existing leases in accordance with Clause 5.1. 5.5 place. In the event that a prospective tenant desires to lease this Agreement is terminated space from Landlord, Landlord shall notify Tenant thereof in accordance with Clause 5.4the manner provided herein for notice, neither Party whereupon Tenant shall have any claim under five (5) days after receipt to such notice in which to elect to exercise Tenant's right of, title or interest in the adjacent space and this right of first refusal shall terminate and be of no further force and effect. If, on the other hand, Tenant exercise it right of first refusal in the manner provided above, the lease of the adjacent property shall be consummated at a fair market rental rate. Except as herein and hereby modified and amended the Agreement of Lease shall remain in full force and effect and all the terms, provisions, covenants and conditions thereof are hereby ratified and confirmed. DATED AS OF THE 28 DAY OF JUNE, 1995. WITNESS: AETNA LIFE INSURANCE COMPANY: Allegis Realty /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------ ------------------------------ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Director WITNESS: 1ST TECH CORPORATION /s/ ▇▇▇ HOUSE /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ------------------------------ ------------------------------ By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: CEO FOURTH AMENDMENT TO LEASE AGREEMENT BETWEEN AETNA LIFE INSURANCE COMPANY, AS LANDLORD, AND 1ST TECH CORPORATION, AS TENANT To be attached to and form a part of Lease made the 18th day of May, 1995 (which together with any nature whatsoever against amendments, modifications and extensions thereof, is hereinafter called the other Party (except in respect Lease), between Landlord and Tenant, covering a total of any rights 26,315 square feet and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any of the Surviving Provisions)located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, known as ▇▇▇▇▇▇ 3.

Termination Right. 5.1 If at any time after Provided Lessee is not in default hereinunder, has no sublet or assigned its Premises and has otherwise kept and performed all obligations of lessee on its part to be performed, lessor hereby agrees that lessee may elect to terminate the date Lease pursuant to the following terms and conditions: A. After the expiration of the seventh (7th) year of the Lease Term (the “Termination Date”), Lessee may terminate this Agreement and Lease. B. Lessee shall provide lessor with written notice of its intent to terminate (the “Termination Notice”) no later than 180 days prior to Completion Lessee’s desired Termination Date (the Purchasers (or either of them) become aware of any breach(es) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es“Termination Notice Date”). 5.2 Upon receipt of notice C. lessee shall surrender the Premises on or before the Termination Date in accordance with Clause 5.1, the Sellers terms of the Lease. D. Lessee shall have fifteen pay to lessor a cancellation fee (15the “Cancellation Fee”) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) equal to the reasonable satisfaction sum of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: following items: (i) if the aggregate amount present value of all such claimsBase Rent payments due and payable under the Lease as it may have been extended, when substantiateddiscounted at 8.0%, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate unamortized Special Improvement Rent, amortized at 10.5%, (iii) the unamortized legal fees and brokerage commissions paid by lessor in connection with this Lease, which shall be paid to lessor within thirty (30) days of Lessor’s notice to Lessee of the amount of all such claimsthe Cancellation Fee. E. Any notice or payment to be given by Lessee hereunder not given in accordance herewith, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability time being of the Sellers set out in paragraph 3.1 essence, shall render the option to terminate, at lessor’s option, void and of Schedule 7 (The Sellers’ Limitations no further force and effect. F. Provided that all terms and conditions hereof and of Liability) the Lease have been performed by Lessee as of the Termination Date, then this Lease shall be fifty million dollars ($50,000,000), provided that, for deemed terminated subject to Lessee’s obligation to surrender the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election Premises in accordance with Clause 5.2 within twenty (20) Business Days the terms of receipt of notice in accordance with Clause 5.1the Lease, the Purchasers shall not be obliged survival of lessee’s obligation to complete pay adjustments in Operating Expenses, the purchase survival of the Sharesany indemnities given hereunder, and shall have Lessee’s obligation to remove the right to terminate accessway described in Section 18 of this Agreement by giving notice in writing to the Sellers by not later than twenty five (25) Business Days after service of notice in accordance with Clause 5.1Addendum. 5.5 In the event that this Agreement is terminated in accordance with Clause 5.4, neither Party shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any rights and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any of the Surviving Provisions).

Termination Right. 5.1 If at any time after the date of this Agreement and prior to Completion the Purchasers (or either of thema) become aware of any breach(esSection 3(e) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount Lease is hereby deleted in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es)its entirety. 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) Provided Tenant is not in the case of claims for breach of any default of the Sellers’ Warranties specified Lease on the date set for exercise or the date set for termination, Tenant shall have the one-time right to terminate the Lease with respect to the Existing Premises only effective as of December 15, 2020 Doc#: US1:15707536v2 (the “Partial Termination Date”), provided that Tenant provides written notice of such election to terminate not later than June 15, 2020. Tenant’s right to terminate the Lease is conditioned upon Landlord receiving the Partial Termination Payment (as hereinafter defined) in such notice: immediately available funds on or before the Partial Termination Date. For purposes of the Lease, the “Partial Termination Payment” shall be an amount which is equal to the sum of (i) if the aggregate amount then-unamortized costs of all such claimsthe improvements to the Existing Premises, when substantiated, equals or exceeds forty million dollars ($40,000,000)provided, that the maximum aggregate liability portion of the Sellers set out in paragraph 3.1 Landlord’s Work which was undertaken pursuant to the terms of Schedule 7 (The Sellers’ Limitations of Liability) the Original Lease shall be equal amortized over the initial stated term of the Lease (i.e., September 24, 2015 - December 31, 2022) and the portion of the Landlord’s Work undertaken pursuant to the aggregate amount terms of the Third Amendment shall be amortized over the period from the First Floor Commencement Date through expiration of the initial stated term of the Lease (i.e., February 6, 2017 - December 31, 2022), but, in both events, all of the costs of such claims when substantiated Landlord’s Work shall be amortized at a rate of five percent (5%) per annum plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), any Basic Rental abatements provided that, to Tenant for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some onlyExisting Premises. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and shall have the right to terminate this Agreement by giving notice in writing to the Sellers by not later than twenty five (25) Business Days after service of notice in accordance with Clause 5.1. 5.5 In the event that this Agreement is terminated in accordance with Clause 5.4, neither Party shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any rights and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any of the Surviving Provisions).

Termination Right. 5.1 If Tenant shall have the 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 with written notice of 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 Effective 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 Agreement and prior to Completion 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 Purchasers Premises subleased by Tenant as provided for in paragraph 4.16.7, Tenant shall not have assigned or subleased more than twenty-five percent (or either of them) become aware of any breach(es25%) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach rentable square footage of the Sellers’ Warranties and/or Clause 6.2 Premises; 2.4.4 Tenant shall have reimbursed Landlord no later than thirty (as applicable), an amount 30) days in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) advance of the claim(s) arising from such breach(es). 5.2 Upon receipt Effective Date for the unamortized portion of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claimsTenant Improvement Allowance, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or and (ii) if all reasonable brokerage commissions incurred by Landlord in relationship to the aggregate amount execution of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), this Lease; provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, Tenant Improvement Allowance and not just some only. 5.3 For the avoidance of doubt, the Purchasers brokerage commissions shall be permitted amortized on a straight-line basis over the Lease Term bearing interest at a rate of six percent (6%) per annum. Within thirty (30) days after the Commencement Date, Landlord shall provide Tenant with a written statement specifically identifying the particular costs and expenses to update any notice served under Clause 5.1 be reimbursed, in whole or part, pursuant to this 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 details of any further breach(es) of a cost or expense in the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2itemization, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers Tenant shall not be obliged obligated to complete pay for the purchase of the Sharescost or expense, and shall have the right to terminate this Agreement by giving notice in writing to the Sellers by not later than twenty five (25) Business Days after service of notice in accordance with Clause 5.1. 5.5 In the event that this Agreement is terminated in accordance with Clause 5.4whole or part, neither Party shall have any claim under this Agreement of any nature whatsoever against the other Party (except in respect of any rights and liabilities which have accrued before termination in relation to antecedent breaches and except in relation to any of the Surviving Provisions)paragraph 2.4.

Termination Right. 5.1 If at any time after the date of this Agreement and prior to Completion the Purchasers (or either of them) become aware of any breach(es) of the Sellers’ Warranties and/or any breach(es) by the Sellers of their obligations under Clause 6.2 such that, if Completion were to have occurred, the Purchasers (or either of them) would have been entitled to recover from the Sellers, by way of damages for breach of the Sellers’ Warranties and/or Clause 6.2 (as applicable), an amount in excess of fifty million dollars ($50,000,000) (ignoring for this purpose the effect of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability)), then the Purchasers may, by notice in writing to the Sellers, inform the Sellers of such breach(es), specifying in reasonable detail the alleged breach(es), including the amount(s) of the claim(s) arising from such breach(es). 5.2 Upon receipt of notice in accordance with Clause 5.1, the Sellers shall have fifteen (15) Business Days to rectify the breach(es) specified in such notice. If the Sellers fail to rectify such breach(es) to the reasonable satisfaction of the Purchasers within such period, or if rectification of a breach is not possible, then the Sellers may, in their sole discretion, elect: (a) in the case of each claim for breach of Clause 6.2 specified in such notice, to waive the provisions of paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) such that such paragraph 3.1 shall be read as if to exclude such claim from the fifty million dollar ($50,000,000) limitation of liability referred to therein; and (b) in the case of claims for breach of any of the Sellers’ Warranties specified in such notice: (i) if the aggregate amount of all such claims, when substantiated, equals or exceeds forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be equal to the aggregate amount of all such claims when substantiated plus ten million dollars ($10,000,000); or (ii) if the aggregate amount of all such claims, when substantiated, is less than forty million dollars ($40,000,000), that the maximum aggregate liability of the Sellers set out in paragraph 3.1 of Schedule 7 (The Sellers’ Limitations of Liability) shall be fifty million dollars ($50,000,000), provided that, for the avoidance of doubt, any such election must be made in respect of all claims notified under Clause 5.1, and not just some only. 5.3 For the avoidance of doubt, the Purchasers shall be permitted to update any notice served under Clause 5.1 to include details of any further breach(es) of the Sellers’ Warranties and/or by the Sellers of their obligations under Clause 6.2, and the provisions of Clause 5.2 shall apply in relation to the original (or previously updated) notice as so updated, save that the fifteen (15) days shall run from the date of the updated notice, rather than from the date of the original (or previously updated) notice. 5.4 If the Sellers do not make an election in accordance with Clause 5.2 within twenty (20) Business Days of receipt of notice in accordance with Clause 5.1, the Purchasers shall not be obliged to complete the purchase of the Shares, and Tenant shall have the right to terminate this Agreement by giving notice Lease effective at any time on or after the commencement of the fourth (4th) "Lease Year", as that term is defined below, (the "Termination Date"), provided that: (a) Tenant has not exercised its right to lease the "First Offer Space," as that term is defined in writing Section 17.1, pursuant to the Sellers terms of Article 17, below; (b) landlord receives written notice (the "Termination Notice") from Tenant on or before the date which is six (6) months prior to the Termination Date stating that Tenant intends to terminate this Lease pursuant to the terms and conditions of this Section 2.05; (c) concurrent with L▇▇▇▇▇▇▇'s receipt of the Termination Notice, Landlord receives from Tenant a sum which shall equal the then unamortized brokers fee which shall be amortized over the Term of this Lease on a straight line basis at an interest rate of 2% per annum as consideration for and as a condition precedent to such early termination; and (d) Tenant is not in material default under this Lease as of the date of Tenant's delivery of the termination Notice or Termination Date. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.05, this Lease shall automatically terminate and be of no further force or effect as of the Termination Date; and Landlord and Tenant shall be relieved of their respective obligations under this Lease, provided, however, notwithstanding anything to the contrary contained in this Lease, any obligation of Tenant or Landlord under this Lease which accrues prior to the Termination Date and is not satisfied by not later than twenty five Tenant or Landlord prior to the Termination Date (25e.g., T▇▇▇▇▇'s payment of Other Periodic Payments) Business Days after service of notice in accordance with Clause 5.1. 5.5 In then landlord or Tenant, as the event that this Agreement is terminated in accordance with Clause 5.4case may be, neither Party shall have any claim under this Agreement of any nature whatsoever against all the other Party (except in respect of any rights and liabilities which have accrued before termination remedies with respect to such obligations as set forth in relation to antecedent breaches and except in relation to any this Lease. By way of illustration of the Surviving Provisions)foregoing payment calculation, if Tenant elects to termination this Lease effective as of the commencement of the fourth (4th) "Lease Year," the termination fee shall be the sum of $18,316.80. By way of further illustration, if Tenant elects to terminate this Lease effective as of the commencement of the fifth (5th) Lease Year, the termination fee shall be the sum of $9,331.