Common use of Termination Right Clause in Contracts

Termination Right. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one time right to terminate this Lease effective on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Right”). In order to exercise the Termination Right, Tenant shall be required to deliver written notice to Landlord not less than six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to the sum of (i) the “Unamortized Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee on or before the Termination Date, time being of the essence as to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenant.

Termination Right. Notwithstanding anything Subject to the contrary contained terms and conditions set forth in this LeaseArticle 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 one-time right option (the “Termination Option”) to terminate this the entire Lease effective on the seventh (7th) anniversary but not any portion of the Rent Commencement Date 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 written notice (the “Termination RightNotice”). In order ) of Tenant’s election to exercise the Termination Right, Tenant shall be required to deliver written notice to Landlord not less than six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or Option at least 180 days prior to the Termination Date a sum 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 Fee”Notice or on the Termination Date; and (c) Tenant shall pay to Landlord an amount equal to the sum of (i) the “Unamortized unamortized Tenant Improvements,” Improvement Allowance and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee on or before the Termination Date, time being of the essence as to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate unamortized leasing commissions paid or payable by Landlord in connection with this Lease, divided by one hundred twenty (120)which each shall be amortized over the initial Term of the Lease beginning on the Commencement Date and ending on the originally scheduled Expiration Date, multiplied by thirty-six (36), with such result increased by plus interest compounded accruing at nine ten percent (910%) commencing beginning on the Rent Commencement Date through date of disbursement (the seventh “Termination Fee”). The Termination Fee shall be payable by Tenant to Landlord within ten (7th10) anniversary days of Tenant’s delivery of the Rent Commencement DateTermination Notice to Landlord, 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 and as if this Article 34 did not exist, and/or (ii) Tenant shall be in material default under this Lease, without any notice and/or cure period, and Landlord may pursue all of its available rights and remedies in connection therewith. In the event Tenant timely and properly exercises the Right of First Offer under Paragraph 38.01 Termination Option, the term of this Lease and leases any shall terminate effective as of the Offer Space (Termination Date, Basic Rental and all other monetary obligations under this Lease shall be paid through and apportioned as defined in Paragraph 38.01 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 being terminated prior to the exercise of the Termination Option. The Termination Option shall be personal to the Original Tenant, and shall only be applicable during the initial Lease Term (i.e., the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but Option shall not be applicable exist during any extension or renewal of the lease Term). Time is of the essence with respect to the Offer Space leased by Tenantevery deadline set forth in this Article 34.

Termination Right. Notwithstanding anything If Tenant is acquired by or merged with another company as part of a bona fide transaction and not primarily to the contrary contained in trigger Tenant’s rights under this LeaseSection 42, Tenant shall have the one time right to terminate this Lease effective on the seventh (7th) anniversary of the Rent Commencement Date (“Early Termination Right”). In order to exercise the Termination Right) any time after June 30, Tenant shall be required to deliver written notice to Landlord not less than six (6) months 2016, and prior to the seventh (7th) anniversary expiration of the Rent Commencement Date Base Term, so long as Tenant delivers to Landlord a written notice (“Termination Notice”). In , of its intent to exercise its Early Termination Right at least 8 months prior to the event that a date upon which Tenant desires to terminate this Lease (“Early Termination Date”), which Termination Notice is timely delivered shall state the Early Termination Date. Upon receipt of the Early Termination Notice, Landlord shall notify Tenant of the sum of, as calculated by TenantLandlord, (i) the unamortized Tenant Improvements (as defined in the Work Letter), (ii) the unamortized portion of the leasing commissions paid by Landlord to J▇▇▇▇ L▇▇▇ LaSalle with respect to this First Amendment, (iii) the unamortized value of any free rent accrued up to and through the Early Termination Date, with (i), (ii) and (iii) all fully amortized with 8% interest over the Base Term, plus (iv) 6 months of Base Rent that would otherwise have been due following the Early Termination Date had Tenant not exercised the Early Termination Right (collectively, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Early Termination DatePayment”). Tenant shall be required pay the Early Termination Payment to pay a “Landlord within 10 business days after receipt of notice of such amount from Landlord. If Tenant timely and properly exercises the Early Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant Right and pays the Early Termination Right. Payment, Tenant shall be required to vacate the Premises and deliver possession thereof to Landlord on or prior to in the Termination Date a sum (“Termination Fee”) equal to condition required by the sum terms of (i) the “Unamortized Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee this Lease on or before the Early Termination DateDate and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, time being pursuant to the terms of the essence as to both Lease, survive the expiration or early termination of the foregoing actsLease. If Tenant fails to comply with the notice or payment provisions of this Section 42, the Termination Right shall Tenant shall, at Landlord’s option, be void and of no further force and effect. Nothing herein shall in any way diminish deemed to have forfeited Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Early Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by TenantRight.”

Termination Right. Tenant shall have a one-time option (the “Termination Option”) to terminate this Lease in its entirety, effective as of September 30, 2032 (the “Full Lease Early Termination Date”) upon the following terms and conditions: A. Tenant provides Landlord with notice (the “Termination Notice”) of Tenant’s election to exercise the Termination Option no later than September 30, 2031. B. Tenant pays to Landlord a termination fee (the “Full Lease Termination Fee”) which Full Lease Termination Fee shall equal the sum of (i) the unamortized amount of the leasing commissions, TI Allowance (as defined in the Tenth Amendment to this Lease dated _____________, 2024 (the “Tenth Amendment”)) and the Rent Abatement (as defined in the Tenth Amendment) incurred by Landlord, amortized over an eleven (11) year term at a rate of 9.5% per annum (compounded monthly), and (ii) the unamortized costs of any additional amounts attributable to tenant improvement allowances, rent abatements, leasing commissions or other similar concessions for future expansions or amendments amortized over its respective term with an amortization rate of 9.5% per annum (compounded monthly). Notwithstanding anything to the contrary contained in this LeaseSection 59B, Tenant shall have the one time right to terminate this Lease effective on the seventh (7th) anniversary amount of the Rent Commencement Date (“Termination Right”). In order to exercise the Termination Right, Tenant Abatement shall be required to deliver written notice to Landlord not less than six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a Termination Notice is timely delivered reduced by Tenant, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to the sum of (i) the “Unamortized Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee on or before the Termination Date, time being of the essence as to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space Abatement Credit (as defined in Paragraph 38.01 the Tenth Amendment) that Landlord actually applies towards the TI Allowance. After the expiration of the Abatement Period (as defined in the Tenth Amendment), within ten (10) business days after ▇▇▇▇▇▇’s request, Landlord shall calculate and notify Tenant of the amount of the Full Lease Termination Fee. Tenant shall pay fifty percent (50%) of the Full Lease Termination Fee concurrently with delivery of the Termination Notice, and fifty percent (50%) of the Full Lease Termination Fee no later than August 31, 2032. C. If Tenant timely and properly exercises the Termination Option, Rent shall be paid through and apportioned as of the Full Lease Early Termination Date and neither party shall have any rights or liabilities accruing under this Lease after the Full Lease Early Termination Date, except such rights and liabilities, which by the terms of this Lease), expressly survive the termination of this Lease. The Termination Option shall, at Landlord’s election, be null and void if Tenant is in default under this Lease, after the expiration of any applicable notice and cure period, as of the date that Landlord received the Termination Right under Notice. Tenant’s exercise of the Termination Option shall not operate to cure any default by Tenant of any of the terms or provisions in this Lease, nor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. If ▇▇▇▇▇▇’s right to possession of the entire Premises shall terminate in any manner whatsoever before Tenant shall exercise the Termination Option, then immediately upon such termination or Transfer the Termination Option herein granted shall simultaneously terminate and become null and void. Time is of the essence with respect to this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenant59.”

Termination Right. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one time right to terminate this the Lease (the “Termination Right”) effective on as of the end of the seventh (7th) anniversary of Lease year (the Rent Commencement Date (“Termination RightDate”). In order to exercise the Termination Right, ) provided Tenant shall be required to deliver has given unconditional written notice to Landlord not less than six (6) months prior to exercising its Termination Right on or before the seventh (7th) anniversary last day of the Rent Commencement Date sixth (“6th) Lease year. Notwithstanding the foregoing provision, Tenant’s exercise of its Termination Notice”). In the event that a Termination Notice is timely delivered by TenantRight hereunder shall, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of at Landlord’s agreement to grant the Termination Right. Tenant shall election, be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to the sum of void if (i) Tenant is in default hereunder past any applicable cure period at the “Unamortized time Tenant Improvements,” and elects to terminate the Lease or (ii) Tenant is in default hereunder past any applicable cure period at the “Unamortized Leasing Commissions.” The Termination Fee shall time the Lease would be applicable solely with respect terminated pursuant to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant)’s election to terminate. In the event If Tenant fails to exercise the exercises its Termination Right by delivering a Termination Notice at least six (6) months prior hereunder, Tenant shall peaceably surrender the Premises to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee Landlord on or before the Termination DateDate in accordance with Section 5.1.9. If Tenant fails timely to surrender the Premises, time being the provisions of the essence Section 5.1.10 shall apply and Tenant shall be liable for any holdover rent and damages as to both of the foregoing acts, set forth herein. If Tenant exercises the Termination Right then upon the effective Termination Date, Tenant shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be a surrender fee equal to the aggregate amount unamortized portion of all reasonable transaction costs including, but not limited to, the Tenant Improvement Allowance, the Space Planning Allowance, the Stairwell Allowance and commissions, legal fees, free rent, space planning fees, Lease Liability Payments actually paid to Tenant or its representatives (as hereinafter definedcollectively “Lease Expenses”), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by as amortized over the Initial Term at an interest compounded at rate of nine percent (9%) commencing calculated on a monthly basis with payments made at the Rent Commencement Date through the seventh (7th) anniversary beginning of the Rent Commencement Datemonth. For purposes of this paragraph 34.01In addition, the Unamortized Leasing Commissions Tenant shall be pay an amount equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent 6) months’ Fixed Rent based on a Fixed Rent rate of $28.35 per RSF (9%average fixed rent over the Initial Term) commencing on the plus an amount equal to six (6) months’ Additional Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenantdue hereunder.

Termination Right. Notwithstanding anything else herein contained to the contrary contained in this Leasecontrary, Tenant shall have the one time right (the “Termination Right”) to terminate this Lease effective on as of the seventh (7th) anniversary expiration of the third full calendar year following the expiration of the Rent Abatement Period (the “Early Termination Date”), subject to the following terms and conditions: 3.1 Landlord shall provide Tenant written confirmation of the Early Termination Date within thirty (30) days of the Commencement Date Date. Tenant shall pay Landlord, in consideration for such early termination, a fee (the “Termination RightFee”). In order ) in the amount of $1,402,490.86 , which is equal to exercise (A) the unamortized transaction costs (calculated using a return on capital factor of 10% per annum) as of the Early Termination RightDate, including, without limitation, all of the Tenant Improvement Allowance, abated Base Rent and Tenant’s Pro Rata Share of Operating Expenses, and brokerage commissions, funded or incurred by Landlord with respect to this Lease, amortized over the Term, plus (B) four (4) months of the then payable Base Rent and Tenant’s Pro Rata Share of Operating Expenses based on Landlord’s estimate for such expenses for 2012. 3.2 The Termination Right is conditioned on Tenant satisfying the following conditions: (a) Tenant shall be required to deliver have delivered written notice of its election to Landlord not terminate the Lease to Landlord, which notice can be delivered no less than six (6) twelve months prior to the seventh (7th) anniversary of the Rent Commencement Early Termination Date (the “Termination Notice”). In ; (b) Tenant shall pay one hundred percent (100%) of the event that a Termination Fee concurrently with the delivery of the Termination Notice is timely delivered by Tenantto Landlord; (c) no Event of Default shall have occurred and be continuing (beyond any applicable notice and cure periods) on the date Tenant delivers the Termination Notice. 3.3 If the foregoing conditions are met, the this Lease shall terminate on upon the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to the sum of (i) the “Unamortized Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee on or before the Early Termination Date, time being of the essence as to both of the foregoing acts, the Termination Right and Tenant shall be void and of have no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer obligations under Paragraph 38.01 of this Lease and leases any as of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenantsuch date.

Termination Right. Notwithstanding anything [AS APPLICABLE [Tenant] [Landlord] shall have the right to terminate this Lease if Tenant’s annual Gross Sales (as described in Addendum 3B hereto) at the contrary contained in 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 no uncured Event of Default under any provision of this LeaseLease exists beyond applicable notice and cure periods, Tenant shall have the one a one-time right to terminate this Lease effective on during the seventh thirty (7th30) anniversary of day period following the Rent Commencement Minimum Threshold Date (“Termination Right”). In order to exercise the Termination Right, Tenant shall be required to deliver by giving written notice of its election to terminate to Landlord not less than six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Tenant’s Termination Notice”). In Should Tenant exercise the event that a Termination Notice is timely delivered by Tenantforegoing right to terminate, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). Tenant shall be required pay to pay Landlord, concurrently with its delivery of Tenant’s Termination Notice, a separate termination fee (the “Termination Fee” (as hereafter defined) in consideration of LandlordTenant’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to ), 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) the “Unamortized any Tenant Improvements,” Improvement Allowance (defined in Section 7.2 below) provided by Landlord to Tenant, and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee on or before the Termination Date, time being of the essence as to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate brokerage commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with . Any such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary termination shall not abrogate any obligation existing under this Lease as of the Rent Commencement Date. In effective date of termination or otherwise attributable to Tenant’s occupancy of the event Tenant exercises the Right of First Offer under Paragraph 38.01 of Premises.] [AS APPLICABLE With respect to Landlord, Landlord shall have a right to 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 termination hereunder, [AS APPLICABLE and leases the payment by Tenant of any applicable Termination Fee,] Tenant shall immediately surrender possession of the Offer Space (as defined in Paragraph 38.01 of this Lease), Premises to Landlord and the Termination Right under this Section 34.01 parties shall continue to be applicable have no further obligations to the original Premises hereunder but shall not be applicable other, except for obligations that are specifically made in this Lease to survive the Offer Space leased by Tenanttermination hereof.

Termination Right. Notwithstanding anything (A) Subject to the contrary contained terms of this Section 1.7, Landlord shall have the right to terminate this Lease with respect to only the 41st Floor Premises (as such term is defined in that certain Amendment of Lease, dated as of December ___, 2018 (the “Amendment”) between Landlord and Tenant) effective April 30, 2023 (such date being referred to herein as “Landlord’s Termination Date” only in the event that the tenant under the lease, between Landlord and ▇▇▇▇▇ and ▇▇▇▇▇▇▇ (as of the date of the Amendment) shall lease the 41st Floor Premises pursuant to the option set forth in such lease or otherwise). Landlord shall have the right to terminate this Lease, with respect to the 41st Floor Premises only, as provided in this Section 1.7 effective as of Landlord’s Termination Date only by giving notice thereof to Tenant not later than May 1, 2022. If Landlord exercises Landlord’s right to terminate this Lease, with respect to the 41st Floor Premises only, as of Landlord’s Termination Date as provided in this Section 1.7, then Tenant, on Landlord’s Termination Date, shall vacate the 41st Floor Premises and surrender the 41st Floor Premises to Landlord in accordance with the terms of this Lease that govern Tenant’s obligations upon the expiration or earlier termination of the Term. (B) Subject to the terms of this Section 1.7, in the event that Landlord shall terminate this Lease with respect to the 41st Floor Premises in accordance with Section 1.7(A) hereof, Tenant shall have the one time right to terminate this Lease during the Term effective on the seventh (7th) anniversary as of the Rent Commencement Date (“Landlord’s Termination Right”)Date. In order to exercise the Termination Right, Tenant shall be required have the right to deliver written terminate this Lease as provided in this Section 1.7(B) effective as of Landlord’s Termination Date only by giving notice thereof to Landlord not less later than six May 15, 2022 (6) months prior as to the seventh (7th) anniversary which date time shall be of the Rent Commencement Date (“Termination Notice”essence). In the event that a Tenant’s termination right shall be ineffective if, on Landlord’s Termination Notice is timely delivered by Tenant, the Lease shall terminate Date or on the seventh (7th) anniversary date of Tenant’s notice, Tenant is not the Rent Commencement Date (“Termination Date”)Person that executed and delivered this Lease initially or an Event of Default has occurred and is continuing. If Tenant shall be required exercises Tenant’s right to pay a “Termination Fee” (terminate this Lease as hereafter defined) in consideration of Landlord’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to the sum of (i) the “Unamortized Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred as provided in connection with the original Premises (specifically excluding any Offer Space subsequently leased by this Section 1.7, then Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee on or before the Landlord’s Termination Date, time being of shall vacate the essence as Premises and surrender the Premises to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection accordance with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 terms of this Lease and leases any that govern Tenant’s obligations upon the expiration or earlier termination of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by TenantTerm.”

Termination Right. Notwithstanding anything to the contrary contained in this Lease, Tenant (a) Either party shall have the one time right to terminate this Lease effective on during the seventh initial Term (7thbut not the Extension Period) anniversary of the Rent Commencement Date (“Termination Right”). In order to exercise the Termination Right, Tenant shall be required to deliver by providing written notice thereof to Landlord the other party not less than six (6) months prior to the seventh desired termination date (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Early Termination Date”). Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the The Early Termination Date must be a sum (“Termination Fee”) equal to date later than the sum of (i) the “Unamortized Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) second anniversary of the Rent Commencement Date, or fails to deliver the Termination Fee on or before the Termination Date, time being of the essence as to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant either party exercises the termination right, the Right of First Offer under Paragraph 38.01 of shall terminate and have no further force or effect. (b) If Landlord elects to terminate this Lease and leases any the Early Termination Date occurs during months 25 through 36 of the Offer Space 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”. (as defined in Paragraph 38.01 of c) If Tenant elects to terminate this Lease), then Landlord shall have no obligation to pay the Termination Right under this Fee to Tenant. (d) All Alterations made by Tenant in the Premises shall comply with any and all requirements of Section 34.01 9 below. Additionally and not by way of limitation of the foregoing, Landlord’s obligation to pay the Termination Fee shall continue to be applicable subject to the original Premises hereunder but 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 applicable to included in determining the Offer Space leased 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 Landlord’s review and supervision fee; and (iii) the term “unamortized costs” used herein shall be based on a straight-line accounting calculation based on the then-remaining balance of the Term in accordance with generally accepted accounting principles.

Termination Right. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one time right right, subject to the provisions of this Section 42, to terminate this Lease effective on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”). In order , so long as Tenant delivers to exercise the Termination Right, Tenant shall be required to deliver Landlord (i) a written notice to Landlord not less than six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a , of its election to exercise its Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary Right no less than 12 months in advance of the Rent Commencement Early Termination Date (“Termination Final Notice Delivery Date”). , and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant shall be required to pay a Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination RightPayment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a sum Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (“i) a Termination Fee”Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (i1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the “Unamortized unamortized amount of any outstanding Additional Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be applicable solely required to deliver to Landlord 50% of the Early Termination Payment concurrently with respect Tenant’s delivery to such costs incurred in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise Landlord of the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails and shall be required to deliver the other 50% of the Early Termination Fee Payment to Landlord on or before the extended Early Termination Date, time being of the essence as to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes the avoidance of this paragraph 34.01any doubt, in no event shall the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary extension of the Rent Commencement Date. In date for the event Tenant exercises the Right of First Offer under Paragraph 38.01 early termination of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable with respect to the original Premises hereunder but shall not be applicable to as provided for in this paragraph result in any extension of the Offer Space leased by TenantBase Term for the original Premises beyond its scheduled expiration in the absence of this paragraph.

Termination Right. Notwithstanding anything to Provided that Tenant is not then in default of the contrary contained in this LeaseLease beyond applicable notice and cure periods, Tenant shall have the one a one-time right to terminate this Lease the Lease, which termination shall be effective on upon the seventh (7th) anniversary last day of the Rent month that is sixty-seven (67) months following the New Space Commencement Date (the “Termination RightDate”). In order to exercise the Termination Right, Tenant shall be required to deliver ) by providing written notice of same to Landlord no more than fifteen (15) months and not less than six twelve (612) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). Tenant , failing which Tenant’s termination right set forth in this paragraph shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlorddeemed waived. Furthermore, Tenant’s agreement to grant the Termination Right. Tenant termination right set forth herein shall be required conditioned upon Tenant delivering to deliver to Landlord on or prior to the Termination Date Landlord, within ten (10) days after delivery of Tenant’s termination notice, a sum (“Termination Fee”) termination fee equal to the sum of Total Leasing Costs (defined below). “Total Leasing Costs” shall mean: (i) two (2) months’ of the “Unamortized Tenant Improvements,” and total Rent due under the Lease as of the date of Tenant’s termination notice, plus (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred unamortized balance of the New Allowance (defined in the Work Letter) calculated on a straight-line basis amortized at eight percent (8%), plus (iii) the unamortized balance (on a straight line basis over the New Term) seventy-five percent (75%) of the Abated Rent, plus (iv) the unamortized balance (on a straight-line basis over the New Term) all brokerage commissions in connection with the original Premises (specifically excluding any Offer Space subsequently leased by Lease and this Amendment. Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date, or fails ’s failure to deliver the Termination Fee on or before the Termination Date, time being of the essence as foregoing termination fee to both of the foregoing acts, the Termination Right Landlord within said 10-day period shall be void and deemed a waiver of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all termination right hereunder. All Rent and Additional Rent hereunder through other obligations of Tenant and including the date upon which Landlord under the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to due and payable and/or performed as set forth therein until and through the original Premises hereunder but shall not be applicable to Termination Date if Tenant exercises the Offer Space leased by Tenanttermination right provided in this paragraph.

Termination Right. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one time right right, subject to the provisions of this Section 42, to terminate this Lease effective on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Right”) with respect to the entire Original Premises and Expansion Premises only (and not any additional premises (e.g. the ROFR Space and/or the Second Floor Suite which may be leased by Tenant pursuant to any other provisions of the Lease) as of expiration of the 66th month after the Commencement Date (“Early Termination Date”). In order , so long as Tenant delivers to exercise the Termination Right, Tenant shall be required to deliver Landlord (i) a written notice to Landlord not less than six (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a , of its election to exercise its Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary Right no less than 12 months in advance of the Rent Commencement Early Termination Date (“Termination Final Notice Delivery Date”). , and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $5,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant shall be required to pay a Improvement Allowance with interest as provided in Section 4(b) of the original Lease, plus (3) the unamortized amount of any outstanding Additional Expansion Premises Tenant Improvement Allowance with interest as provided in Section 5(c) of the Second Amendment (collectively, the “Early Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination RightPayment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall thereafter have no further obligations under this Lease except for those accruing prior to the Early Termination Date a sum (“Termination Fee”) equal and those which, pursuant to the sum terms of (i) this Lease, survive the “Unamortized expiration or early termination of this Lease. If Tenant Improvements,” does not deliver to Landlord the Termination Notice and (ii) the “Unamortized Leasing Commissions.” The Early Termination Fee Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be applicable solely with respect deemed to such costs incurred in connection with have waived its Termination Right and the original Premises (specifically excluding any Offer Space subsequently leased by Tenant)provisions of this Section 42 shall have no further force or effect. In the event any case, if Tenant fails to exercise the Termination Right by delivering delivers a Termination Notice at least six (6) months prior to and the seventh (7th) anniversary first 50% of the Rent Commencement Date, or Early Termination Payment and subsequently fails to deliver the Termination Fee on or before the Termination Date, time being second 50% of the essence Early Termination Payment as to both of the foregoing acts, the Termination Right shall be void and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate required pursuant to this paragraph. For purposes of this paragraph 34.01, such failure to deliver the Unamortized Tenant Improvements shall be equal to the aggregate amount second 50% of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of Early Termination Payment shall constitute a Default under this paragraph 34.01, the Unamortized Leasing Commissions shall be equal Lease and Landlord may exercise any and all rights and remedies available to the aggregate commissions paid by Landlord under this Lease and applicable Legal Requirements in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenantfailure.”

Termination Right. Notwithstanding anything to Provided that an Event of Default does not exist under the contrary contained in this LeaseLease at the time Tenant delivers its Cancellation Notice (as defined below), Tenant shall have may terminate the one time right to terminate this Lease effective on as of October 31, 2019 (the seventh (7th) anniversary of the Rent Commencement Date (“Early Termination RightDate”). In order to exercise the Termination Right, Tenant shall be required to deliver by written notice to Landlord not less of such termination given no later than six (6) months one year prior to the seventh (7th) anniversary of the Rent Commencement Early Termination Date (the “Termination Cancellation Notice”). In Tenant shall accompany its Cancellation Notice with payment to Landlord of a payment (the event “Advance Termination Payment”) in an amount equal to Forty-Seven Thousand Two Hundred Eighty-Three and 90/100 Dollars ($47,283.90). A Cancellation Notice shall not be valid or effective unless the same is accompanied by the Advance Termination Payment. Provided that a Tenant timely delivers the Cancellation Notice and the Advance Termination Notice is timely delivered by Tenantto Landlord, the (i) this Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Early Termination Date”). Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to the sum of (i) the “Unamortized Tenant Improvements,” , and (ii) notwithstanding the provisions of Section 2 of this Amendment, all references in the Lease to the “Unamortized Leasing Commissions.Expiration Date” The Termination Fee shall be applicable solely deemed to be the Early Termination Date. In addition to the Advance Termination Payment, within sixty (60) days after the Early Termination Date, Tenant shall deliver to Landlord Tenant’s good faith calculation of (a) the amount of Impositions incurred with respect to such costs the Building for the one year period ending on the Early Termination Date and (b) the cost incurred in connection with by Tenant to provide the original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary Property Policy coverage required under Section 1 of Schedule I of the Rent Commencement DateLease, or fails together with a payment in an amount equal to deliver the Termination Fee on or before the Termination Date, time being twenty-five percent (25%) of the essence as to both amount of such Impositions and cost of the foregoing acts, the Termination Right shall be void and of no further force and effectProperty Policy. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent deliver such calculation and Additional Rent hereunder through and including payment shall survive the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount termination of the Allowance (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenant.

Termination Right. Notwithstanding anything Provided that Tenant is not in monetary default (beyond any applicable notice and cure periods) under the terms and conditions of this Lease or non-monetary default (beyond any applicable notice and cure periods) under the terms and conditions of this Lease as of the time of exercise of the “Termination Right” (as defined below), Landlord hereby grants to the contrary contained in this Lease, Tenant shall have the one time a right to terminate this Lease effective on (the seventh (7th) anniversary of the Rent Commencement Date (“Termination Right”). In order to ) upon strict compliance with the terms and conditions hereinafter set forth: (i) Tenant may only exercise the Termination RightRight such that it is effective as of November 30, Tenant shall be required to deliver written notice to Landlord not less than six 2015 (6) months prior to the seventh (7th) anniversary of the Rent Commencement Date (“Termination Notice”). In the event that a Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Date”). , (ii) Tenant must provide Landlord with written notice (the “Termination Notice”) not later than June 1, 2015, that it intends to exercise the Termination Right and terminate the Lease upon the Termination Date, and (iii) Tenant shall be required to pay a “Termination Fee” (as hereafter defined) in consideration of Landlord’s agreement to grant include with the Termination Right. Tenant shall be required Notice check made payable to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) Landlord, in an amount equal to the sum of (ia) the Landlord’s then “Unamortized Brokerage Commissions” (as defined below), plus, (b) Landlord’s then “Unamortized Abated Rent” (as defined below) plus, (c) Landlord’s then “Unamortized Tenant Improvements,Improvement Allowance” and (iias defined below) (the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect Payment”). Landlord grants the Termination Right contained herein to such costs incurred Tenant in connection consideration of Tenant’s strict compliance with the original Premises (specifically excluding any Offer Space subsequently leased by Tenant)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 of any failure by Tenant fails to exercise the Termination Right by delivering a in strict accordance with the terms and conditions set forth herein, it may be deemed, at the option of Landlord, that Tenant has waived any right to exercise the Termination Notice at least six (6) months prior Right. Landlord and Tenant hereby agree that with respect to the seventh (7th) anniversary of the Rent Commencement Date, or fails Termination Right available to deliver the Termination Fee on or before the Termination Date, time being of the essence as to both of the foregoing actsTenant, the Termination Right Payment shall be void Two Hundred Twelve Thousand Five Hundred Sixty-Six and of no further force and effect. Nothing herein shall in any way diminish Tenant’s obligation to continue to pay all Rent and Additional Rent hereunder through and including the date upon which the Lease may terminate pursuant to this paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be equal to the aggregate amount of the Allowance 59 /100 dollars (as hereinafter defined), divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and leases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenant$212,566.