Common use of Acceleration Option Clause in Contracts

Acceleration Option. 39.1 Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term (the “Accelerated Termination Date”), if: 39.1.1 There is no default by Tenant under this Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This Lease has not been assigned; and 39.1.4 Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) full calendar months prior to the Accelerated Termination Date. 39.2 If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum. 39.3 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Termination Date (“"Acceleration Option”") of this Leasethe Lease from December 31, with respect 2005 to the entire Premises onlyDecember 31, from the expiration of the sixty-fifth (65th) full calendar month of the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term 2003 (the “Accelerated Termination "Acceleration Expiration Date”"), if: 39.1.1 There 1. Tenant is no not in Monetary Default or material default by Tenant beyond any applicable notice and cure period under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); , and 39.1.2 No 2. no part of the Premises is sublet for a term extending past the Accelerated Termination DateExpiration Date unless such term shall be terminated by Tenant; and 39.1.3 This 3. the Lease has not been assignedassigned except pursuant to a Permitted Transfer; and 39.1.4 4. Landlord receives written notice of acceleration (“'Acceleration Notice”") not less no later than seven the last day of the forty eighth (748th) full calendar months prior to month of the Accelerated Termination DateLease Term. 39.2 B. If Tenant exercises its Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant Notice shall pay to Landlord the sum of an amount equal to Two Hundred Nine Thousand Five Hundred Fifty and 00/100 Dollars (i$209,550.00) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “"Acceleration Fee”") as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum. 39.3 C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlordhereunder),Landlord, at its option, may (i) declare Tenant’s 's exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this Lease, or (ii) continue to honor Tenant’s 's exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of RentBase Rental, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Base Rental and other sums due under this the Lease up to and including the Accelerated Termination Expiration Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Expiration Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration last day of the sixty-fifth (65th) full calendar 36th month after the Commencement Date to the last day of the Term to the expiration of the thirty-sixth (36th) full calendar 24th month of the Term (the “Accelerated Termination Date”), if: 39.1.1 There 1. Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No 2. no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This 3. the Lease has not been assigned, except in connection with a Permitted Transfer; and 39.1.4 4. Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) 3 full calendar months prior to the Accelerated Termination Date. 39.2 B. If Tenant exercises its Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant Notice shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of any concessions, commissions, and/or allowances incurred by Landlord in connection with the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations Premises (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; , provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, commissions, tenant improvements and and/or allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) % per annum.. The Total Acceleration Fee will not exceed $10,000.00 and shall cover all items included in this Section II. B. 39.3 C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder)) and not cure such default in ten (10) days, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 9.1 Tenant shall have the right to accelerate (the Termination Date (“Acceleration Option”) of this Leaseto accelerate the Extended Termination Date, with respect to the entire Premises Expansion Space only, from the expiration of the sixty-fifth (65th) full calendar month of the Term September 30, 2014, to the expiration day that is thirty (30) days after the date of the thirty-sixth Tenant’s Acceleration Notice (36thdefined below) full calendar month of the Term (the “Accelerated Termination Expiration Date”), ) (the “Acceleration”) if: 39.1.1 There is A. Tenant delivers to Landlord, no default by Tenant under this Lease at later than the date Tenant provides Landlord with an Acceleration Notice that is six (hereinafter defined); and 39.1.2 No part 6) months after the date of this Amendment, a written notice (the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This Lease has not been assigned; and 39.1.4 Landlord receives notice of acceleration (“Acceleration Notice”) exercising the Acceleration Option; B. Tenant is not less than seven in default under the Lease when Tenant delivers the Acceleration Notice to Landlord; C. No part of the Expansion Space is sublet past the Accelerated Expiration Date when Tenant delivers the Acceleration Notice to Landlord; D. The Lease has not been assigned before Tenant delivers the Acceleration Notice to Landlord; and E. The Acceleration Conditions (7defined in Section 9.7 below) full calendar months prior exist as of the date Tenant delivers its Acceleration Notice, and Tenant’s Acceleration Notice includes documentation thereof reasonably satisfactory to Landlord thereof. 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Expansion Space only (but not with respect to any other portion of the Premises then leased by Tenant under the Lease), on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portions of the Base Rent schedules set forth in Section 5 of this Amendment that apply during the period following the Accelerated Expiration Date shall be deleted from this Amendment; and B. Tenant shall surrender the Expansion Space to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and C. Tenant shall remain liable for all rent (including, without limitation, monthly Base Rent and Property Expenses) and other amounts payable under the Lease for the period up to and to and including the Accelerated Expiration Date, even though xxxxxxxx for such amounts may occur after the Accelerated Expiration Date; and D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of the Expansion Space on or before the Accelerated Expiration Date, Tenant’s tenancy thereof shall be subject to Section 10 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the Extended Termination Date with respect to the Expansion Space shall survive the Accelerated Expiration Date. 39.2 9.3 If Tenant exercises its the Acceleration Option, concurrent then concurrently with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e.Landlord, three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Extended Termination Date with respect to the Expansion Space only and not as a penalty; provided that the Acceleration Fee shall be increased by , an amount (the “Acceleration Fee”) equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum$700,000.00. 39.3 If Tenant9.4 If, subsequent to providing Landlord with after delivering an Acceleration NoticeNotice to Landlord, Tenant defaults in any of under the provisions of this Lease (including, without limitation, a failure by failing to timely pay the Acceleration Fee due hereunderFee), or at any time after delivering an Acceleration Notice and prior to the Accelerated Expiration Date any of the Acceleration Conditions are no longer true, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and void (in which event Landlord shall return to Tenant any Acceleration Fee paid to Landlord shall be returned to received from Tenant, but only after first applying such Acceleration Fee it against any past due rent under this Leaserent), or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereof. 9.5 If Tenant validly exercises the Acceleration Option, in which caseLandlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall remain liable for the payment of execute and return the Acceleration Fee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up Amendment to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination DateLandlord within 15 days after receiving it. Further, in the event that Landlord shall declare Tenant’s An otherwise valid exercise of the Acceleration Option shall be fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease, as amended, from and after the date Tenant delivers an Acceleration Notice to be null Landlord, Tenant’s rights with respect to the Expansion Allowance shall automatically terminate and void Landlord shall have no obligation to disburse or otherwise apply any portion of the Expansion Allowance, and the entire Expansion Allowance shall accrue to the benefit of Landlord. 9.7 For purposes of this Acceleration Option, the “Acceleration Conditions” shall mean that Tenant’s Board of Directors has determined in good faith that because of negative results in Tenant’s peganesitide Phase 3 clinical trials, as provided in clause (i) abovemeasured by failure to achieve the safety or efficacy primary endpoints, Tenant must abandon its current plans to substantially expand its commercial group and therefore cannot use the Expansion Space. Concurrently with Tenant’s Acceleration Notice, Tenant shall protect, indemnify and hold deliver to Landlord a certificate signed by an officer and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options general counsel of Tenant to renew certifying that the Term Board of this Lease or to expand Directors has made the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant foregoing determination in accordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effectgood faith.

Acceleration Option. 39.1 4.1 Tenant shall have the right to accelerate (the Termination Date (“Acceleration Option”) of this Leaseto accelerate the Expiration Date, with respect to the entire Premises only, from the expiration scheduled Expiration Date to the last day of the sixty-fifth (65th) 60th full calendar month of following the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term Commencement Date (the “Accelerated Termination Expiration Date”), ) if: 39.1.1 There A. Tenant delivers to Landlord, at least 270 days before the Accelerated Expiration Date, a written notice (the “Acceleration Notice”) exercising the Acceleration Option. B. Tenant is no not in default by under the Lease when Tenant under this Lease at delivers the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); andto Landlord; 39.1.2 C. No part of the Premises is sublet for a term extending past the Accelerated Termination Expiration Date when Tenant delivers the Acceleration Notice to Landlord (unless such sublease will automatically terminate as of the Accelerated Expiration Date in accordance with its terms and conditions); and D. The Lease has not been assigned (other than pursuant to a Permitted Transfer) before Tenant delivers the Acceleration Notice to Landlord. 4.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of the Lease, but subject to the terms of this Section 4, the term of the Lease shall expire, with respect to the entire Premises, on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: A. The portion of the Base Rent schedule set forth in Section 1.4 of the Lease that applies during the period following the Accelerated Expiration Date shall be deleted from the Lease; and B. Tenant shall surrender the Premises to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; and 39.1.3 This C. Tenant shall remain liable for all Rent and other amounts payable under the Lease has not been assignedfor the period up to and to and including the Accelerated Expiration Date, even though xxxxxxxx for such amounts may occur after the Accelerated Expiration Date; and 39.1.4 Landlord receives notice D. Tenant’s restoration obligations shall be as set forth in the Lease; and E. If Tenant fails to surrender any portion of acceleration (“Acceleration Notice”) not less than seven (7) full calendar months prior to the Premises on or before the Accelerated Termination Expiration Date, Tenant’s tenancy shall be subject to Section 16 of the Lease; and F. Any other rights or obligations of Landlord or Tenant under the Lease that, in the absence of the Acceleration, would have survived the scheduled Expiration Date shall survive the Accelerated Expiration Date. 39.2 4.3 If Tenant exercises its the Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, then Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e.Landlord, three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Expiration Date and not as a penalty; provided that the Acceleration Fee shall be increased by , an amount (the “Acceleration Fee”) equal to the unamortized sum of the portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months each of the Monthly Installment of Rent applicable to the third following amounts that remains unamortized (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be as determined using an interest rate of eleven percent (11%) 8% per annum. 39.3 If Tenant) as of the Accelerated Expiration Date: the Abated Base Rent, subsequent to providing the Allowance and any internal or external brokerage commissions paid by Landlord in connection with an the Lease. At any time after Landlord receives the Acceleration Notice, defaults in any Landlord may deliver to Tenant an invoice specifying the amount of the provisions of this Acceleration Fee, whereupon Tenant shall pay the Acceleration Fee to Landlord within 15 days after receiving such invoice. 4.4 If, after delivering an Acceleration Notice to Landlord, Tenant defaults under the Lease (including, without limitation, a failure by failing to timely pay the Acceleration Fee due hereunderFee), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and void (in which event Landlord shall return to Tenant any Acceleration Fee paid to Landlord shall be returned to received from Tenant, but only after first applying such Acceleration Fee it against any past due rent under this LeaseRent, or (ii) continue to honor Tenant’s exercise of its Acceleration Option in accordance with the terms hereof. 45 If Tenant validly exercises the Acceleration Option, in which caseLandlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the Acceleration Notice, and Tenant shall remain liable for the payment of execute and return the Acceleration Fee and for all Monthly Installments of RentAmendment to Landlord within 15 days after receiving it. At Landlord’s option, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s an otherwise valid exercise of the Acceleration Option to shall be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and fully effective whether or not the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the PremisesAmendment is executed. 39.4 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 4.01 Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this Leasethe Lease with respect to Building 7 only as follows: either (i) from September 30, 2014 to September 30, 2009 (the “First Accelerated Termination Date”) or (ii) from September 30, 2014 to September 30, 2010 (the “Second Accelerated Termination Date”) and with respect to the entire Premises onlyforegoing, from the expiration of the sixty-fifth (65th) full calendar month of the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term (the “Accelerated Termination Date”), only if: 39.1.1 There 1. Tenant is no not in material default by Tenant under this the Lease (after expiration of applicable notice and cure periods) at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No 2. no part of the Premises Building 7 is sublet for a term extending past the subject Accelerated Termination Date; and 39.1.3 This 3. the Lease has not been assignedassigned by Tenant other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease; and 39.1.4 4. Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) full calendar months 270 days prior to the subject Accelerated Termination Date. The First Accelerated Termination Date and the Second Accelerated Termination Date each is sometimes referred to herein as the “Accelerated Termination Date” and are applicable in the context of such references. 39.2 4.02 If Tenant exercises its the First Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant Notice shall pay to Landlord the sum of an amount equal to $1,254,654.00 (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “First Acceleration Fee”) as a fee in connection with the earliest acceleration of the Termination Date and not as a penalty; provided that . Alternatively, if Tenant exercises the Second Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Fee Notice shall be increased by an amount equal pay to Landlord the unamortized portion sum of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord $1,042,065.00 (the “Second Acceleration Fee”) as a fee in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to later acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable Termination Date and not as a penalty. In addition to the third (3rd) Lease Yearforegoing, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the applicable Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) 8% per annum. The First Acceleration Fee and the Second Acceleration Fee each are sometimes referred to herein as the “Acceleration Fee” and are applicable in the context of such references. In the event that Tenant so exercises the Acceleration Option as provided herein, Tenant shall be liable for the removal of the bridge existing as of the date of this Lease which bridge connects Building 6 and Building 7 (the “Bridge”). Accordingly, in such event, the Bridge shall be deemed a Required Removable. Tenant shall remove the Bridge prior to the subject Accelerated Termination Date in accordance with the terms of the Lease and repair damage caused by the installation or removal of the Bridge. If Tenant fails to perform such obligation in a timely manner and/or otherwise in accordance with the terms of the Lease and this Section 4, Landlord may perform such work at Tenant’s expense, plus a 3% administrative fee and Tenant shall pay such amounts upon demand by Landlord. 39.3 4.03 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay the applicable Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this Leasethe Lease (and in such event, if the Acceleration Option so exercised would otherwise trigger the First Accelerated Termination Date, the Acceleration Option granted herein with respect to the Second Accelerated Termination Date shall be automatically deemed null and void and of no further force or effect), or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the subject Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the subject Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the such Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 4.04 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated with respect to Building 7 only and no longer available or of any further force or effecteffect with respect to Building 7 only.

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration during any of the sixty-fifth following 3 periods: (65thi) full calendar month the beginning of the Term to the expiration of the thirty-sixth (36th) full calendar 37th month of the Term (the “First Termination Option”), (ii) the beginning of the 49th month of the Term (the “Second Termination Option”), and (iii) beginning of the 61st month of the Term (the “Third Termination Option”) (collectively, the “Accelerated Termination Date”), if: 39.1.1 There 1. Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No 2. no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This 3. the Lease has not been assigned; and 39.1.4 4. Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) 9 full calendar months prior to the Accelerated Termination Date. 39.2 B. If Tenant exercises its Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery of the Acceleration Notice shall pay to Landlord of Tenant’s Acceleration Noticea sum, based on the following schedule: if Tenant exercises the First Termination Option, Tenant shall pay to Landlord the a sum of an amount equal to (i) $12,214.80 (i.e., three (3) 3 months’ of Tenant’s Base Rent for the last 3 months of the then current Monthly Installment Term plus 3 months’ of Rent)Tenant’s Prorata Share of Expenses and Taxes; if Tenant exercises the Second Termination Option, and (ii) Tenant shall pay a sum equal to 2 months’ of Tenant’s Base Rent for the unamortized portion of all last 2 months of the following: (a) any leasing commissions Term plus 2 months’ of Tenant’s Prorata Share of Expenses and legal fees Taxes; and (b) if Tenant exercises the Initial Alterations Third Termination Option, Tenant shall pay the sum equal to 1 month of Tenant’s Base Rent for the last month of the Term plus 1 month of Tenant’s Prorata Share of Expenses and Taxes (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; , provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, commissions, tenant improvements and allowances or other concessions expenses incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum.Date March 9, 2004 Matter ID Number: 11424 2 39.3 C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. E. Notwithstanding the foregoing, Tenant may exercise any one of Tenant’s Termination Rights contained herein and not be required to pay a termination fee provided that (i) Tenant relocates to another property in the San Xxxx metropolitan region owned by Landlord and further provided (ii) Tenant leases space at said property with a rentable square footage greater than the rentable square footage of the Premises. F. The Acceleration Option is personal to Tenant and may not be assigned or transferred. March 9, 2004 Matter ID Number: 11424 3 This Exhibit (the “Parking Agreement”) is attached to and made a part of the Lease by and between CA-METRO PLAZA LIMITED PARTNERSHIP (“Landlord”) and CAPTIVA SOFTWARE CORPORATION (“Tenant”) for space in the Building located at 00 Xxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx. 1. The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control. 2. During the initial Term, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant a total of 98 non-reserved parking spaces and 0 reserved parking spaces in the parking facility servicing the Building (“Parking Facility”). During the initial Term, Tenant shall pay in advance, concurrent with Tenant’s payment of monthly Base Rent, the prevailing monthly charges established from time to time for parking in the Parking Facility. Such charges shall be payable to Landlord or such other entity as designated by Landlord, and shall be sent to the address Landlord designates from time to time. The initial charge for such parking spaces is $0.00 per non-reserved parking pass, per month, and $0.00 per reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. 3. Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility.

Acceleration Option. 39.1 4.01 Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month last day of the Term to the expiration date which is the last day of the thirty-sixth (36th) full calendar 36th month of the Term (the “Accelerated Termination Date”), if: 39.1.1 There (a) Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No (b) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This (c) the Lease has not been assigned; and 39.1.4 (d) Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) 6 full calendar months prior to the Accelerated Termination Date. 39.2 4.02 If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to $326,939.40 (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) ), as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that . Tenant shall pay the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection simultaneously with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months Tenant’s delivery of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annumAcceleration Notice. 39.3 4.03 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 4.04 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 2.1 Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) the Lease Expiration Date of this the Lease, with respect to the entire Premises only, from the expiration scheduled Lease Expiration Date to the last day of the sixty-fifth (65th) 36th full calendar month of following the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term Lease Commencement Date (the “Accelerated Termination Expiration Date”), if: 39.1.1 There 2.1.1 Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defineddefined below); and 39.1.2 No 2.1.2 no part of the Premises is sublet for a term extending past the Accelerated Termination Expiration Date; and 39.1.3 This Lease 2.1.3 no Transfer (defined in Article 14 of the Lease), other than a sublease or a Permitted Transfer (defined in Section 14.8 of the Lease), has not been assignedoccurred; and 39.1.4 2.1.4 Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) 12 full calendar months prior to the Accelerated Termination Expiration Date. 39.2 2.2 If Tenant exercises its Acceleration Option, Tenant, concurrent with Tenant’s delivery of the Acceleration Notice to Landlord of Tenant’s Acceleration NoticeLandlord, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e.Landlord, three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Lease Expiration Date and not as a penalty; provided that penalty (the “Acceleration Fee shall be increased by Fee”), a sum equal to the following: 2.2.1 an amount equal to the unamortized portion of the following sums (i.e. remaining unamortized as of the Accelerated Expiration Date, defined above, and calculated based on an interest rate of 10% per annum) applicable to the Premises subject to acceleration hereunder: any leasing free or abated rent applicable to the period prior to the Accelerated Expiration Date, internal and external commissions, and tenant improvements and improvement allowances or tenant improvement costs, moving allowances, rent credit allowances and other allowances or concessions incurred by Landlord or paid or credited to Tenant in connection with entering into the Lease or any amendments to the Lease or in connection with any additional space other than portion of the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of ; plus 2.2.2 an amount equal to the Monthly Installment of Base Rent applicable to the third (3rd) Premises subject to acceleration hereunder that Tenant would have been required to pay pursuant to the terms of the Lease Year, for the 4 month period immediately following the Accelerated Expiration Date; plus 2.2.3 an amount equal to Tenant’s Share of Direct Expenses applicable to such additional spacethe Premises subject to acceleration hereunder that Tenant would have been required to pay pursuant to the terms of the Lease for the 4 month period immediately following the Accelerated Expiration Date. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Expiration Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Expiration Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum. 39.3 2.3 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this the Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, Option in which case, Tenant shall remain liable for accordance with the payment of the Acceleration Fee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premisesterms herein. 39.4 2.4 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew or extend the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance or other allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 5.01. Tenant shall have the one-time right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, Exhibit F from the expiration of the sixty-fifth (65th) full calendar month of the Term scheduled Termination Date to the expiration of date occurring 18 months before the thirty-sixth (36th) full calendar month of the Term scheduled Termination Date (the “Accelerated Termination Date”), if: 39.1.1 There (a) Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No (b) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This (c) the Lease has not been assignedassigned (other than a Permitted Transfer); and 39.1.4 (d) Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) 6 full calendar months prior to the Accelerated Termination Expiration Date and not more than 12 full calendar months prior to the Accelerated Expiration Date. 39.2 5.02. If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all the commissions paid to Tenant’s Broker (which initial amount shall not exceed 5% of total Rent due during the Term) and to Landlord’s Broker (which amount shall not exceed 2.5% of total Rent due during the Term), and the Allowance incurred by Landlord in connection with this Lease, assuming such sum was amortized, together with interest at a rate of 9% per annum, from the date of payment of such concessions over the 36 months of the following: (a) any leasing commissions and legal fees and (b) initial Term, plus 3 months’ Rent for the Initial Alterations Premises, at the rate payable as of the Accelerated Termination Date (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; , provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, real estate brokerage commissions, tenant improvements and improvement allowances or other concessions expenses incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months 3 months’ Rent for the Premises, at the rate payable as of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional spaceAccelerated Termination Date. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Expiration Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Expiration Date. The “unamortized portion” Within 30 days of any receipt of the foregoing Acceleration Notice from Tenant, Landlord shall be determined using present to Tenant an interest rate invoice for the Acceleration Fee, calculated pursuant to the terms of eleven percent (11%) per annumthis Section 5.02, and Tenant shall pay such Acceleration Fee to Landlord within 30 days of receipt of said invoice from Landlord. 39.3 5.03. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 5.04. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. Exhibit F EXHIBIT G LETTER OF CREDIT [Name of Financial Institution] Irrevocable Standby Letter of Credit No. Issuance Date: Expiration Date: Applicant: ZILLOW, INC. Beneficiary EOP-NORTHWEST PROPERTIES, L.L.C. c/o Equity Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000 Attn: Property Manager, Xxxxx Fargo Center Ladies/Gentlemen: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of One Hundred Thousand and No/100 U.S. Dollars ($100,000.00) available for payment at sight by your draft drawn on us when accompanied by the following documents: 1. An original copy of this Irrevocable Standby Letter of Credit. 2. Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading: This draw in the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing pursuant to the terms of that certain lease dated , 2005 by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company, as landlord, and ZILLOW, INC., a Washington corporation, as tenant, and/or any amendment to the lease or any other agreement between such parties related to the lease.”

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Termination Date (“"Acceleration Option”") of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term August 31, 2014 to the expiration of the thirty-sixth (36th) full calendar month of the Term August 31, 2009 (the “"Accelerated Termination Date”"), if: 39.1.1 There 1. Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No 2. no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This 3. the Lease has not been assigned; and 39.1.4 4. Landlord receives notice of acceleration (“"Acceleration Notice”") not less than seven twelve (712) full calendar months prior to the Accelerated Termination Date. 39.2 B. If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: costs and expenses relating to the Landlord Work (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “"Acceleration Fee”") as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that . Tenant shall pay the Acceleration Fee to Landlord simultaneously with Tenant's delivery of the Acceleration Notice. Notwithstanding the foregoing, if space has been added to the Premises since the date this Acceleration Option was granted to Tenant, then the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, commissions, tenant improvements and allowances allowance or other concessions expenses incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to ,and such additional spaceAcceleration Fee shall be payable upon the demand of Landlord, but in no event earlier than the date Tenant is required to pay the original Acceleration Fee to Landlord. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “"unamortized portion” " of any of the foregoing shall be determined using an interest rate of eleven percent (11%) 8% per annum. 39.3 C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s 's exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s 's exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. EXHIBIT G PARKING AGREEMENT This Exhibit (the "Parking Agreement") is attached to and made a part of the Lease by and between CA-FOUNTAINGROVE CENTER LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and SONOMA NATIONAL BANK ("Tenant") for space in the Building located at 0000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxxxx. 1. The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control. 2. During the initial Term, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant a total of 54 non-reserved parking spaces and 5 reserved parking spaces in the parking facility servicing the Building ("Parking Facility"). During the initial Term, Tenant shall pay in advance, concurrent with Tenant's payment of monthly Base Rent, the prevailing monthly charges established from time to time for parking in the Parking Facility. Such charges shall be payable to Landlord or such other entity as designated by Landlord, and shall be sent to the address Landlord designates from time to time. The initial charge for such parking spaces is $0.00 per non-reserved parking pass, per month, and $0.00 per reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. Such additional spaces shall be limited to the uppermost level of the Parking Facility and to the extent such additional parking spaces are granted to Tenant, Tenant shall ensure that Tenant's employees which utilize such spaces will park only in the uppermost level of the Parking Facility. 3. Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules ("Rules") governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility. 4. Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated "first-come, first- served" basis. Tenant acknowledges that Landlord has no liability for claims arising through acts or omissions of any independent operator of the Parking Facility. Except to the extent caused by the negligence or willful misconduct of Landlord, Landlord shall have no liability whatsoever for any damage to items located in the Parking Facility, nor for any personal injuries or death arising out of any matter relating to the Parking Facility, and in all events, Tenant agrees to look first to its insurance carrier and to require that Tenant's employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility. Tenant hereby waives on behalf of its insurance carriers all rights of subrogation against Landlord or Landlord's agents. Landlord reserves the right to assign specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which assignment and reservation or spaces may be relocated as determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder shall not park in any location designated for such assigned or reserved parking spaces. Tenant acknowledges that the Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator's reasonable control. In such event, Landlord shall refund any prepaid parking fee hereunder, prorated on a per diem basis. 5. If Tenant shall default under this Parking Agreement, the operator shall have the right to remove from the Parking Facility any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement, Landlord shall have the right to cancel this Parking Agreement on 10 days' written notice, unless within such 10 day period, Tenant cures such default. If Tenant defaults with respect to the same term or condition under this Parking Agreement more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord's election, constitute an incurable default. Such cancellation right shall be cumulative and in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth). Any default by Tenant under the Lease shall be a default under this Parking Agreement, and any default under this Parking Agreement shall be a default under the Lease. RULES (i) Landlord reserves the right to establish and change Parking Facility hours from time to time, although, as of the date of this Lease, Tenant shall have access to the Parking Facility on a 24-hour basis, 7 days a week, subject to the other terms of this Parking Agreement. Tenant shall not store or permit its employees to store any automobiles in the Parking Facility without the prior written consent of the operator. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Parking Facility, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility overnight, Tenant shall provide the operator with prior notice thereof designating the license plate number and model of such automobile. (ii) Cars must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in areas reserved for small cars. (iii) All directional signs and arrows must be observed. (iv) The speed limit shall be 5 miles per hour. (v) Parking spaces reserved for handicapped persons must be used only by vehicles properly designated. (vi) Parking is prohibited in all areas not expressly designated for parking, including without limitation: (a) Areas not striped for parking (b) aisles (c) where "no parking" signs are posted (d) ramps (e) loading zones (vii) Parking stickers, key cards or any other devices or forms of identification or entry supplied by the operator shall remain the property of the operator. Such device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized holder will be void. (viii) Monthly fees shall be payable in advance prior to the first day of each month. Failure to do so will automatically cancel parking privileges and a charge at the prevailing daily parking rate will be due. No deductions or allowances from the monthly rate will be made for days on which the Parking Facility is not used by Tenant or its designees. (ix) Parking Facility managers or attendants are not authorized to make or allow any exceptions to these Rules. (x) Every xxxxxx is required to park and lock his/her own car. (xi) Loss or theft of parking pass, identification, key cards or other such devices must be reported to Landlord and to the Parking Facility manager immediately. Any parking devices reported lost or stolen found on any authorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must be reported to the office of the Parking Facility immediately. (xii) Washing, waxing, cleaning or servicing of any vehicle by the customer and/or his agents is prohibited. Parking spaces may be used only for parking automobiles. (xiii) Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules.

Acceleration Option. 39.1 2.01 Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”"ACCELERATION OPTION") of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term October 31, 2009 to the expiration of the thirty-sixth (36th) full calendar month of the Term October 31, 2007 (the “Accelerated Termination Date”"ACCELERATED TERMINATION DATE"), if: 39.1.1 There (a) Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No (b) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This (c) the Lease has not been assigned; and 39.1.4 (d) Landlord receives notice of acceleration (“Acceleration Notice”"ACCELERATION NOTICE") not less than seven (7) 9 full calendar months prior to the Accelerated Termination Date. 39.2 2.02 If Tenant exercises its Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant Notice shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee (the "ACCELERATION FEE") in connection with the acceleration of the Termination Date and not as a penalty; provided that . The Acceleration Fee shall be equal to the unamortized portion of any concessions, commissions, allowances and other expenses incurred by Landlord in connection with the leasing of the Premises to Tenant, plus 6 months Base Rent, at the then applicable rate, applicable to the Premises. The Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, commissions, tenant improvements and allowances or other concessions expenses incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunderhereunder plus 6 months Base Rent, plus three (3) months of at the Monthly Installment of Rent then applicable to the third (3rd) Lease Yearrate, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx billings for such may occur subsequent oxxxx xxbsequent to the Accelerated Termination Date. The “"unamortized portion” " of any of the foregoing shall be determined using an interest rate of eleven percent (11%) 10% per annum. 39.3 2.03 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s 's exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s 's exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may billings fox xxxx xay occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 2.04 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. 2.05 Notwithstanding anything to the contrary contained herein, if, within 6 months of the date Landlord receives the acceleration notice, Tenant enters into a new lease for space (which is at least as large as the space being terminated pursuant to this Section 2) in the Building or in another building owned by Landlord, or a parent, subsidiary, affiliate or other related company of Landlord, Tenant shall have no obligation to pay the Acceleration Fee set forth herein. EXHIBIT G COMMENCEMENT DATE AGREEMENT Reference is made to that certain Lease by and between MA-NEW ENGLAND EXECUTIVE PARK, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, Landlord and UTIX GROUP, INC., A DELAWARE CORPORATION, Tenant, and dated ________________, a Notice of which is filed for registration with the Suffolk Registry District of the Land Court as Document No. ____________________ Landlord and Tenant hereby confirm and agree that the Commencement Date under the Lease is ________________________. This Commencement Date Agreement is executed as a sealed instrument as of ____________________, 20__.

Acceleration Option. 39.1 4.1. Tenant shall have the right to accelerate (the Termination Date (“Acceleration Option”) to accelerate the expiration date of this Lease, with respect to the entire Premises only, from the expiration Expiration Date to the last day of the sixty-fifth (65th) 36th full calendar month of following the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term Commencement Date (the “Accelerated Termination Expiration Date”), ) (the “Acceleration”) if: 39.1.1 There is (a) Tenant delivers to Landlord, at least 12 months before the Accelerated Expiration Date, a written notice (the “Acceleration Notice”) exercising the Acceleration Option. (b) no default by Default exists when Tenant under this Lease at delivers the date Tenant provides Landlord with an Acceleration Notice to Landlord; (hereinafter defined); and 39.1.2 No c) no part of the Premises is sublet for a term extending past the Accelerated Termination Expiration Date when Tenant delivers the Acceleration Notice to Landlord (unless Tenant, not later than when delivering the Acceleration Notice, validly terminates such sublease, effective as of a date occurring not later than the Accelerated Expiration Date, and provides Landlord with reasonable documentation of such termination); and 39.1.3 This (d) this Lease has not been assignedassigned (other than pursuant to a Permitted Transfer) before Tenant delivers the Acceleration Notice to Landlord. 4.2. If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of this Lease, but subject to the terms of this Section 4, the Term shall expire, with respect to the entire Premises, on the Accelerated Expiration Date with the same force and effect as if such term were, by the provisions of this Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: (a) Tenant shall surrender the Premises to Landlord in accordance with the terms of this Lease on or before the Accelerated Expiration Date; (b) Tenant shall remain liable for all Rent and other amounts payable under this Lease for the period up to and to and including the Accelerated Expiration Date, even though xxxxxxxx for such amounts may occur after the Accelerated Expiration Date; (c) Tenant’s restoration obligations shall be as set forth in this Lease; (d) if Xxxxxx fails to surrender any portion of the Premises on or before the Accelerated Expiration Date, Tenant’s tenancy shall be subject to Section 16 of this Lease; and 39.1.4 (e) any other rights or obligations of Landlord receives notice or Tenant under this Lease that, in the absence of acceleration (“Acceleration Notice”) not less than seven (7) full calendar months prior to the Acceleration, would have survived the scheduled expiration date of this Lease shall survive the Accelerated Termination Expiration Date. 39.2 4.3. If Tenant exercises its the Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, then Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e.Landlord, three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date expiration date of this Lease and not as a penalty; provided that , the amount of $770,000.00 (the “Acceleration Fee”). 4.4. [Intentionally Omitted. ] 4.5. If Tenant validly exercises the Acceleration Fee Option, Landlord shall be increased by prepare an amount equal amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within a reasonable time after receiving the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum. 39.3 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease and Tenant shall execute and return (including, without limitation, a failure to pay or provide Landlord with reasonable written objections to) the Acceleration Fee due hereunder), Amendment to Landlord within 15 days after receiving it. At Landlord, at its ’s option, may (i) declare Tenant’s an otherwise valid exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such fully effective whether or not the Acceleration Fee against Amendment is executed. 4.6. Notwithstanding any past due rent under contrary provision of this Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 As of after the date Tenant provides Landlord with delivers an Acceleration NoticeNotice to Landlord, (a) any unexercised rights right or options option of Tenant to renew or extend the Term of this Lease or to expand the Premises (whether in the form of an expansion optionsoption, rights right of first offer or second refusal, rights of first or second offer, or any other similar rightsright), and any outstanding tenant improvement allowance or other allowance not claimed and properly utilized used by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect, and (b) Tenant shall not sublease all or any portion of the Premises for any period following the Accelerated Expiration Date.

Acceleration Option. 39.1 (a) Provided Tenant has not exercised the Expansion Option set forth in Paragraph 2 above, Tenant shall have the right right, in Tenant’s sole discretion, to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from to the expiration last day of the sixty-fifth sixtieth (65th) full calendar month of the Term to the expiration of the thirty-sixth (36th60th) full calendar month of the Term (the “Accelerated Termination Date”), if: 39.1.1 There (1) Tenant is no default by Tenant not in Default under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defineddefined below); and 39.1.2 No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This Lease has not been assigned; and 39.1.4 (2) Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven two hundred seventy (7270) full calendar months days prior to the Accelerated Termination Date. 39.2 (b) If Tenant exercises its Acceleration Option, concurrent with Tenant, within twenty (20) days of the delivery of Landlord’s delivery to Landlord statement of Tenant’s the Acceleration NoticeFee, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing broker commissions, the cost of Landlord Work (i.e. Landlord’s out of pocket costs actually paid by Landlord to Wareham Property Group [not to exceed four percent (4%) of the first $300,000 and two percent (2%) of the balance of such cost] and any unaffiliated, third party architects and contractors for the design and construction of the Landlord Work and the cost of obtaining all related governmental permits) and the cost of other tenant improvements and allowances (or other concessions tenant improvement allowances) incurred or provided by Landlord in connection with any additional and all space other than the initial Premises leased by Tenant under this Lease (collectively, the “Acceleration Fee”). Within ninety (90) days of the Commencement Date, and that is subject to acceleration the commencement date for any additional space leased by Tenant hereunder, plus three (3) months as the case may be, Landlord shall provide Tenant with a statement setting forth the amount and calculation of the Monthly Installment of Rent applicable to the third Acceleration Fee (3rd) Lease Year, applicable to such additional spaceincluding reasonable back up documentation). Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annumon a straight-line basis over the initial Term. 39.3 (c) If Tenant, subsequent to providing Landlord with an Acceleration Notice, Tenant defaults in any the payment of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder)Fee, Landlord, at its option, may may, by written notice to Tenant within fifteen (i15) days after such default, (1) declare Tenant’s exercise of the Acceleration Option in that instance only to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Leaseimmediately so notify Tenant in writing, or (ii2) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. FurtherIf Landlord fails to notify Tenant of such election within such ten (10)-day period, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option be deemed to be null and void as provided in have elected clause (i2) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 (d) As of the date Tenant provides Landlord with an Acceleration NoticeNotice that is honored by Landlord, any unexercised rights or options of Tenant to renew extend the Term of this Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and of no longer available or of any further force or effect.

Acceleration Option. 39.1 6.01 Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) 120th full calendar month of the Term to any date during the Term which occurs after the expiration of the thirty-sixth (36th) 30th full calendar month of the Term but prior to the expiration of the 60th full month of the Term (the “Accelerated Termination Date”), if: 39.1.1 There (1) Tenant is no not in default by Tenant under this the Lease beyond any applicable notice and cure periods at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No (2) no part of the Premises is sublet (other than to a Permitted Transferee, as defined in Article 11 of the Lease) for a term extending past the Accelerated Termination Date, unless the express terms of any such sublease entitle Tenant to immediately (at the time of Tenant’s exercise of the Termination Option) provide notice to subtenant to terminate such sublease which termination is effective prior to the Acceleration Termination Date and Tenant delivers to Landlord documented evidence (fully executed and legally binding on Tenant and the subject subtenant) of such termination or such notice and, if required (as reasonably determined by Landlord), a fully executed and otherwise legally binding termination agreement consistent with the terms hereof and between Tenant and the subject subtenant with respect to such sublease; and 39.1.3 This (3) the Lease has not been assignedassigned (other than to a Permitted Transferee); and 39.1.4 (4) Landlord receives notice of acceleration which notice shall unequivocally state the precise Accelerated Termination Date (in accordance with this Section 7.01 above) (“Acceleration Notice”) not less than seven (7) 9 full calendar months prior to the Accelerated Termination DateDate stated in the Acceleration Notice. 39.2 6.02 If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to the following: (i) $12,214.80 (i.e., three (3) months the unamortized portion of the then current Monthly Installment of RentAllowance (as defined in the Work Letter attached to the Lease as Exhibit C), and plus (ii) the unamortized portion of all of any brokerage fees incurred by Landlord in connection with the following: Lease (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that . Tenant shall pay fifty percent (50%) of the Acceleration Fee to Landlord simultaneously with Tenant’s delivery of the Acceleration Notice, and the remaining (50%) of the Acceleration Fee to Landlord no later than thirty (30) days prior to the Accelerated Termination Date. Notwithstanding the foregoing, if additional space has been added to the Premises since the date this Acceleration Option was granted to Tenant, then the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions brokerage commissions incurred by Landlord and allowances provided in connection with any such additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to and such additional spaceAcceleration Fee shall be payable upon the demand of Landlord, but in no event earlier than the date Tenant is required to pay the original Acceleration Fee to Landlord. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) 7% per annum. 39.3 6.03 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults Defaults in any of the provisions of this the Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise make such determination and communicate the same to Tenant within 30 days following the date of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and commencement of the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the PremisesDefault. 39.4 6.04 As of the date Tenant provides Landlord with an Acceleration Notice, and so long as Landlord has not rendered Tenant’s exercise of the Acceleration Option null and void as Landlord may in accordance with the terms and conditions of Section 6.03 above, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term December 31, 2006 to the expiration of the thirty-sixth (36th) full calendar month of the Term February 28, 2008 (the “Accelerated Termination DateData”), if: 39.1.1 There 1. Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No 2. no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This 3. the Lease has not been assigned; and 39.1.4 4. Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) full calendar months prior to during the Accelerated Termination Datemonth of January 2006. 39.2 If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. B. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum. 39.3 C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder)Lease, Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. Matter I.D. Number: October 20, 2005 1 This Exhibit (the “Parking Agreement”) is attached to and made a part of the Lease by and between CA-POINT WEST LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and DIGITAL MUSICWORKS INTERNATIONAL, INC., a California corporation (“Tenant”) for space in the Building located at 0000 Xxxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxx. 1. During the initial Term, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant a total of 13 non-reserved parking spaces and 0 reserved parking spaces in the parking facility servicing the Building (“Parking Facility”). During the initial Term, there shall be no charge for such parking spaces. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the following terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time. Such charges, if any, shall be payable in advance to Landlord or such other entity as designated by Landlord, and shall be sent concurrent with Tenant’s payment of monthly Base Rent to the address Landlord designates from time to time. Except as otherwise set forth herein below, no deductions from such charges, if any, shall be made for days on which the Parking Facility is not used by Tenant. 2. Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility. Tenant shall comply with and cause its employees to comply with all the Rules as well as all reasonable additions and amendments thereto.

Acceleration Option. 39.1 A. Tenant shall have the right to may accelerate the Termination Expiration Date (“Acceleration Option”) of this Lease, with respect to the entire Premises only, from the expiration for all or a portion of the sixty-fifth Premises from September 30, 2006 to either (65thi) full calendar month of the Term to the expiration of the thirty-sixth September 30, 2000 (36th“First Acceleration Option”) full calendar month of the Term or (the ii) September 30, 2003 (“Accelerated Termination DateSecond Acceleration Option”), if, and only if, in either case: 39.1.1 There is no default by Tenant under this Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This Lease has not been assigned; and 39.1.4 1. Landlord receives notice of acceleration (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 2) from Tenant as follows: a. with respect to the First Acceleration Option, Landlord must receive notice no later than June 30, 1999 (the “First Acceleration Notice”) not less than seven (7) full calendar months prior ); and b. With respect to the Accelerated Termination Date. 39.2 If Tenant exercises its Second Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s must receive notice no later than June 30, 2002 (the “Second Acceleration Notice”); and 2. With respect to the First Acceleration Option, Tenant shall pay to Landlord the sum First Acceleration Notice is accompanied by a payment (the “First Acceleration Amount”) in the form of an a cashier’s or certified check in the amount equal to (i) of $12,214.80 (i.e., three (3) months 39.00 per square foot of the then current Monthly Installment Premises as to which Tenant is exercising the Acceleration Option; and 3. With respect to the Second Acceleration Option, the Second Acceleration Notice is accompanied by a payment (the “Second Acceleration Amount”) in the form of Rent), and (ii) a cashier’s or certified check in the unamortized portion amount of all $24.00 per square foot of the following: (a) any leasing commissions Premises as to which Tenant is exercising the Acceleration Option. It is understood and legal fees agreed that in either case the First or Second Acceleration Amount is being paid as and (b) for a termination fee resulting from the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration early termination of the Termination Date this Lease and not as a penalty; provided that the First or Second Acceleration Fee Amount (as the case may be) shall automatically be increased by an amount equal to reflect the Landlord’s unamortized portion of any leasing costs (including, without limitation, brokerage commissions, tenant improvements rent abatements, and allowances other financial concessions or other concessions incurred by Landlord commissions, if any) in connection with the addition of any space to Premises; such costs shall be amortized over the term of the lease of such additional space other than taking into account an interest component at the initial Premises leased by Tenant rate of ten percent (10%) per annum compounded monthly; and 4. a Default under this Lease has not occurred and that is subject then continuing at the time Tenant delivers the First or Second Acceleration Notice (as the case may be); and 5. This Lease has not been assigned (except to acceleration hereunder, plus three an Affiliate of Tenant) or the Premises or portion thereof being surrendered to Landlord have not been sublet beyond the early termination date for such space at the time Tenant delivers the First or Second Acceleration Notice (3as the case may be) months to Landlord; and 6. If Tenant elects to exercise this option with respect to only a portion of the Monthly Installment Premises, such portion and the remainder of the Premises must each be regular and marketable in shape (and at least 5,000 square feet in size, or if the space being returned to Landlord is an Offering Space (as defined in Section 6 below) smaller than 5,000 square feet, then the entire Offering Space) with appropriate means of ingress and egress suitable for normal renting purposes, have proper demising walls, hvac distribution and electric and telephone service (including without limitation, electrical meters and panels), have telephone (homerun) conduit to telephone closet, appropriate light fixtures along new demising walls, new acoustic ceiling tiles around demising walls as needed, new standard entry door, if needed, paint demising walls if needed, rework carpet and install vinyl base as needed, and if needed, Tenant shall build out corridors similarly to other multi-tenant floors in the Building; and 7. Tenant executes and returns the Acceleration Amendment (defined below) within ten (10) days of its submission to Tenant. B. If Tenant is able to and properly exercises the First or Second Acceleration Option (as the case may be): 1. Landlord shall prepare an amendment (the “Acceleration Amendment”) to reflect the change in the Term, size of the Premises, the Expiration Date, the Base Rent, Rent applicable Adjustments and other appropriate terms, if any. A copy of the Acceleration Amendment shall be sent to Tenant within a reasonable time after receipt of the third First or Second Acceleration Notice (3rd) Lease Year, applicable as the case may be. The Acceleration Amendment shall be executed by Tenant and returned to such additional spaceLandlord in accordance with subsection A.8. 2. Tenant shall remain obligated and liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes Rent and Insurance Costs, additional rent and all other sums Rent Adjustments due under this Lease up to and including the Accelerated Termination accelerated Expiration Date established pursuant to the First or Second Acceleration Notice (as the case may be) and Acceleration Amendment (even though xxxxxxxx for such may if bxxxxxxx occur subsequent to the Accelerated Termination applicable accelerated Expiration Date. The “unamortized portion” of any ), and thereafter with respect to the remaining Premises, if any. C. Notwithstanding anything contained herein to the contrary, at Landlord’s sole option, Tenant’s rights hereunder shall terminate if, after delivery of the foregoing shall be determined using an interest rate of eleven percent First or Second Acceleration Notice (11%as the case may be) per annumbut prior to the applicable accelerated Expiration Date, Tenant commits a default under the Lease or assigns the Lease or subleases the Premises or any portion thereof which is being surrendered to Landlord which sublease extends beyond the early termination date. 39.3 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any D. Tenant agrees that time is of the provisions of this Lease (including, without limitation, a failure to pay essence in connection with the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Lease, or (ii) continue to honor Tenant’s valid exercise of its Acceleration Option, in which case, rights hereunder. E. The rights of Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent Section 2 are personal to the Accelerated Termination Date. Further, original Tenant named in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this Lease and its Affiliates and are not assignable to any other person or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effectentity.

Acceleration Option. 39.1 Second Exhibit F of the Lease, Additional Provisions, Section 5, “Acceleration Option,” is deleted and the following substituted therefor: (1) Tenant shall have the one-time right to accelerate the Extended Termination Date (“Acceleration Option”) of this Lease), with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term scheduled Extended Termination Date to the expiration of the thirty-sixth (36th) full calendar month of the Term November 30, 2009 (the “Accelerated Termination Date”), if: 39.1.1 There (a) Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No (b) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This (c) the Lease has not been assignedassigned (other than a Permitted Transfer); and 39.1.4 (d) Landlord receives notice of acceleration (“Acceleration Notice”) not less later than seven (7) full calendar months prior to the Accelerated Termination DateNovember 30, 2008. 39.2 (2) If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of (i) the following: commissions paid to Tenant’s Broker and to Landlord’s Broker with respect to (a) any leasing commissions and legal fees the portion of the initial Term of the Lease commencing on the Expansion Effective Date, as it relates to the Expansion Space, and (b) the Initial Alterations Extended Term, as it relates to both the Original Premises and the Expansion Space; (ii) $973,215.00 incurred by Landlord with respect to the Landlord Work in the Expansion Space, assuming such sum was amortized, together with interest at a rate of 9% per annum, over (a) the portion of the initial Term of the Lease commencing on the Expansion Effective Date, and (b) the Extended Term; plus (iii) 3 months’ Rent for the Premises, at the rate payable as of the Accelerated Termination Date (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; , provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, real estate brokerage commissions, tenant improvements and improvement allowances or other concessions expenses incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months 3 months’ Rent for the Premises, at the rate payable as of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional spaceAccelerated Termination Date. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Expiration Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Expiration Date. The “unamortized portion” Within 30 days of any receipt of the foregoing Acceleration Notice from Tenant, Landlord shall be determined using present to Tenant an interest rate invoice for the Acceleration Fee, calculated pursuant to the terms of eleven percent (11%) per annumthis Section 10.05(2), and Tenant shall pay such Acceleration Fee to Landlord within 30 days of receipt of said invoice from Landlord. 39.3 (3) If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 (4) As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Extended Term of this Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration Termination Date (i.e.; April 30, 2012, if the Commencement Date is the Target Commencement Date) to the end of the sixty-fifth (65th) full calendar 60th month of the Lease Term to (i.e.; April 30, 2009, if the expiration of Commencement Date is the thirty-sixth (36thTarget Commencement Date) full calendar month of the Term (the “Accelerated Termination Date”), if: 39.1.1 There 1. Tenant is no default by Tenant not in Default beyond applicable notice and cure periods under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No 2. no part of the Premises is sublet for a term extending past the Accelerated Termination Date or such sublease is terminable by Tenant effective prior to or as of the Accelerated Termination Date; and 39.1.3 This 3. the Lease has not been assigned; and 39.1.4 4. Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) 12 full calendar months prior to the Accelerated Termination Date. 39.2 B. If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to $1,131,165.43 (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that . In the event the Tenant leases additional space, the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, commissions, tenant improvements and allowances or other concessions expenses incurred by Landlord in connection with any such additional space other than the initial Premises leased by Tenant under this Lease and Tenant, that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) % per annum. The Acceleration Fee shall be paid by Tenant as follows: (1) 50% of the Acceleration Fee shall be paid to Landlord in cash simultaneously with delivery of the Acceleration Notice; and (2) 50% of the Acceleration Fee shall be paid to Landlord in the form of an irrevocable letter of credit (the “Letter of Credit”) which may be drawn upon by Landlord anytime within 30 days prior to the Accelerated Termination Date. The Letter of Credit shall: (a) be in the amount of 50% of the Acceleration Fee; (b) be issued substantially in the form attached hereto as Exhibit J; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC insured financial institution satisfactory to the Landlord. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than 1 year. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which is at least 60 days after the Accelerated Termination Date of the Lease. If Tenant fails to furnish such renewal or replacement at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as the remaining payment by Tenant of the Acceleration Fee. Any renewal or replacement of the original or any subsequent Letter of Credit shall meet the requirements for the original Letter of Credit as set forth above, except that such replacement or renewal shall be issued by an FDIC insured financial institution satisfactory to the Landlord at the time of the issuance thereof. 39.3 C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 1. Tenant shall have the right to accelerate the Termination Date (“Expansion Acceleration Option”) of this the Lease, with respect to the entire Premises Expansion Space only, from the expiration of the sixty-fifth (65th) full calendar month of the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term at any time after January 1, 2004 (the “Accelerated Expansion Termination Date”), if: 39.1.1 There a. Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Expansion Acceleration Notice (hereinafter defined); and 39.1.2 No b. no part of the Premises Expansion Space is sublet for a term extending past the Accelerated Expansion Termination Date; and 39.1.3 This c. the Lease has not been assigned; and 39.1.4 d. Landlord receives notice of acceleration (“Expansion Acceleration Notice”) not less than seven (7) 90 full calendar months prior to the Accelerated Expansion Termination Date. 39.2 2. If Tenant exercises its Expansion Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Expansion Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Expansion Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum. 39.3 3. If Tenant, subsequent to providing Landlord with an Expansion Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder)Lease, Landlord, at its option, may (i) declare Tenant’s exercise of the Expansion Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Lease, or (ii) continue to honor Tenant’s exercise of its Expansion Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Expansion Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Expansion Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 4. As of the date Tenant provides Landlord with an Expansion Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration date that is the last day of the sixty-fifth (65th) full calendar 85th month of the Term to the expiration date that is the last day of the thirty-sixth (36th) full calendar 60th month of the Term (the “Accelerated Termination Date”), if: 39.1.1 There 1. Tenant is no not in default by Tenant beyond applicable notice and cure periods under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No 2. no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This 3. the Lease has not been assigned; and; 39.1.4 4. Tenant delivers to Landlord receives notice of acceleration its exercise of the Acceleration Option (“Acceleration Notice”) not less than seven two hundred seventy (7270) full calendar months days prior to the Accelerated Termination Date; 5. Tenant has not exercised its Expansion Option (as such term is defined in Section 36 below.); and 6. Landlord has received the Acceleration Fee (defined below). 39.2 B. If Tenant exercises its Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant Notice shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and paid by Landlord in connection with this Lease, (b) the Initial Alterations amount of the Allowance distributed by Landlord to Tenant, and (c) an amount equal to the difference between (x) the amount of Tenant’s overall effective rent for the initial Term and (y) the amount that Landlord would have received effective rental rate for the initial Term but for Tenant’s exercise of this Acceleration Option (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of the any leasing commissions, tenant improvements and paid for by Landlord, tenant allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months . A hypothetical calculation of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Acceleration Fee is attached hereto as Exhibit H. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) 9% per annum. 39.3 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 C. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 41.1 Tenant shall have the right to accelerate the Termination Date (“Acceleration Option”) of this Lease, with respect to the entire Premises only, from the expiration of the sixtythirty-fifth sixth (65th36th) full calendar month of the Term to the expiration of the thirtytwelfth (12th), eighteenth (18th), twenty-sixth fourth (36th24th) or thirtieth (30th) full calendar month of the Term Term, at Tenant’s option (the “Accelerated Termination Date”), if: 39.1.1 41.1.1 There is no default by Tenant under this Lease beyond any applicable notice and cure period at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 41.1.2 No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 41.1.3 This Lease has not been assignedassigned (except to a Permitted Transferee); and 39.1.4 41.1.4 Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven six (76) full calendar months prior to the applicable Accelerated Termination Date. 39.2 41.2 If Tenant exercises its Acceleration Option, concurrent with within thirty (30) days after Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and commissions, (b) the Initial Alterations Alterations, (collectivelyc) the HVAC Allowance, if any, and (d) the Allowance (as defined in Exhibit B), (clauses (a), (b), (c) and (d) are collectively referred to herein as the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder. Landlord estimates that, plus three (3) months as of the Monthly Installment end of Rent applicable to the third 12th month of the Term, the Acceleration Fee shall be $7.10 per rentable square foot of the Premises (3rd) Lease Year, applicable to such additional spaceas the same is initially set forth in this Lease). The foregoing estimate of the Acceleration Fee assumes a Wall Street Journal Prime lending rate of 3.25% and a full disbursement of the HVAC Allowance and the Allowance as of the Commencement Date of this Lease. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven with interest at one percent (111%) per annum.in excess of the Wall Street Journal prime lending rate announced from time to time 39.3 41.3 If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder), and such default is not cured within the applicable note and cure period set forth herein, Landlord, at its option, may (i) declare Tenant’s 's exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses Taxes Rent and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s Xxxxxx's exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 41.4 As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 (a) Tenant shall have the right to accelerate the Termination Expiration Date (“Acceleration Option”) of this the Lease, with respect only to the entire Premises onlyPremises, from the expiration of date set forth in the sixty-fifth (65th) full calendar month of the Term Basic Lease Information to the expiration of the thirty-sixth (36th) full calendar month of the Term date (the “Accelerated Termination Expiration Date”) specified in Tenant’s Acceleration Notice (defined below), if: 39.1.1 There (1) Tenant is no not in default by Tenant under this the Lease at on the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This Lease has not been assigned; and 39.1.4 (2) Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven six (76) full calendar months prior to the Accelerated Termination Expiration Date, which Acceleration Notice shall specify the Accelerated Expiration Date, which Accelerated Expiration Date shall be not earlier than the last day of the thirty-sixth (36th) month following the Commencement Date. 39.2 (b) If Tenant exercises its Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant Notice shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e.Landlord, three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Expiration Date and not as a penalty; provided that the Acceleration Fee shall be increased by , an amount (the “Acceleration Fee”) equal to the sum of (i) the amount of the unamortized portion of any leasing commissionsreal estate commissions incurred by Landlord in connection with the original Premises the cost of the Landlord’s Work, and the amount of the Tenant Allowance used pursuant to Exhibit B-1 and Exhibit B-2; plus (ii) the amount of the unamortized portion of any real estate commissions and tenant improvements and allowances or other concessions improvement costs incurred by Landlord in connection with any additional space other than the initial Premises that may be leased by Tenant under this pursuant to the Lease and that is be subject to acceleration hereunder, plus (iii) the amount of three (3) months of months’ Base Rent and Additional Charges for Expenses calculated at the Monthly Installment of Rent applicable rate that would have applied to the third (3rd) Lease Year, applicable to such additional spacefirst calendar month following the Accelerated Expiration Date if Tenant had not exercised its Acceleration Option. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Expiration Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Expiration Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum. 39.3 (c) If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the monetary provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare within thirty (30) days after the date of such default declare, by written notice to Tenant, Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance CostsAdditional Charges, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Expiration Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Expiration Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 (d) As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement Tenant Allowance or other allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 9.1 Tenant shall have the right to accelerate (the Termination Date (“Acceleration Option”) to accelerate the expiration date of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term Extended Expiration Date to the expiration of the thirty-sixth (36th) full calendar month of the Term August 30, 2027 (the “Accelerated Termination Expiration Date”), ) (the “Acceleration”) if: 39.1.1 There (A) Tenant delivers to Landlord, no later than February 28, 2027, a written notice (the “Acceleration Notice”) exercising the Acceleration Option. (B) Tenant is no not in default by under the Lease when Tenant under this Lease at delivers the date Tenant provides Landlord with an Acceleration Notice to Landlord; (hereinafter defined); and 39.1.2 No C) no part of the Premises is sublet for a term extending past the Accelerated Termination DateExpiration Date when Tenant delivers the Acceleration Notice to Landlord; and 39.1.3 This (D) the Lease has not been assigned; andassigned before Tenant delivers the Acceleration Notice to Landlord. 39.1.4 Landlord receives notice 9.2 If Tenant validly exercises the Acceleration Option, then (i) notwithstanding any contrary provision of acceleration (“Acceleration Notice”) not less than seven (7) full calendar months prior the Lease, but subject to the terms of this Section 9, the term of the Lease shall expire, with respect to the entire Premises, on the Accelerated Termination Expiration Date with the same force and effect as if such term were, by the provisions of the Lease, fixed to expire on the Accelerated Expiration Date; and (ii) without limiting the foregoing: (a)Tenant shall surrender the Premises to Landlord in accordance with the terms of the Lease on or before the Accelerated Expiration Date; (b) Tenant shall remain liable for all Rent and other amounts payable under the Lease (as amended) for the period up to and to and including the Accelerated Expiration Date, even though bxxxxxxx for such amounts may occur after the Accelerated Expiration Date; (c) Tenant’s restoration obligations shall be as set forth in the Lease (as amended); (d) if Tenant fails to surrender any portion of the Premises on or before the Accelerated Expiration Date, Tenant’s tenancy shall be subject to Section 16 of the Lease (as amended); and (e) any other rights or obligations of Landlord or Tenant under the Lease (as amended) that, in the absence of the Acceleration, would have survived the scheduled expiration date of the Lease (as amended) shall survive the Accelerated Expiration Date. 39.2 9.3 If Tenant exercises its the Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, then Tenant shall pay to Landlord (concurrently with the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months delivery of the then current Monthly Installment of RentAcceleration Notice), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date expiration date of the Lease and not as a penalty; provided that the Acceleration Fee shall be increased by , an amount (the “Acceleration Fee”) equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional space. Tenant shall remain liable for all Monthly Installments of Rent, Tenant’s Proportionate Share of Expenses, Taxes and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) per annum$88,600.80. 39.3 If Tenant9.4 If, subsequent to providing Landlord with after delivering an Acceleration NoticeNotice to Landlord, Tenant defaults in any of under the provisions of this Lease (as amended) (including, without limitation, a failure by failing to timely pay the Acceleration Fee due hereunderFee), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and void (in which event Landlord shall return to Tenant any Acceleration Fee paid to Landlord shall be returned to received from Tenant, but only after first applying such Acceleration Fee it against any past due rent under this LeaseRent), or (ii) continue to honor TenantTxxxxx’s exercise of its Acceleration Option in accordance with the terms hereof. 9.5 If Tenant validly exercises the Acceleration Option, in which caseLandlord shall prepare an amendment (the “Acceleration Amendment”) reflecting the same. Landlord shall deliver the Acceleration Amendment to Tenant within 15 days after receiving the Acceleration Notice, and Tenant shall remain liable for the payment of execute and return the Acceleration Fee and for all Monthly Installments of RentAmendment to Landlord within 15 days after receiving it. At Landlord’s option, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s an otherwise valid exercise of the Acceleration Option to shall be null and void fully effective whether or not the Acceleration Amendment is executed. 9.6 Notwithstanding any contrary provision of the Lease (as provided in clause (i) aboveamended), Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 As of after the date Tenant provides Landlord with delivers an Acceleration NoticeNotice to Landlord, (a) any unexercised rights right or options option of Tenant to renew or extend the Term term of this the Lease (as amended) or to expand the Premises (whether in the form of an expansion optionsoption, rights right of first offer or second refusal, rights of first or second offer, or any other similar rightsright), and any outstanding tenant improvement allowance or other allowance not claimed and properly utilized used by Tenant in accordance with this the Lease (as amended) as of such date, shall immediately be deemed terminated and no longer available or of any further Matter ID: AR070623.3 FILENAME \* MERGEFORMAT force or effect, and (b) Tenant shall not sublease all or any portion of the Premises for any period following the Accelerated Expiration Date.

Acceleration Option. 39.1 A. Tenant shall have the right to accelerate the Extended Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term January 16, 2008 to the expiration of the thirty-sixth (36th) full calendar month of the Term January 16, 2007 (the “Accelerated Termination Date”), if: 39.1.1 There (1) Tenant is no not in default by Tenant (beyond any applicable notice and cure or grace period) under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No (2) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This (3) the Lease has not been assigned; and 39.1.4 (4) Landlord receives notice of acceleration (“Acceleration Notice”) not less later than seven (7) full calendar months prior to the Accelerated Termination DateJuly 16, 2006. 39.2 B. If Tenant exercises its Acceleration Option, concurrent Tenant, simultaneously with Tenant’s delivery to Landlord of Tenant’s the Acceleration Notice, Tenant Notice shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all any concessions, commissions, allowances or other expenses incurred by Landlord in connection with this Amendment, plus (ii) 5 months’ Base Rent at the rate in effect for the 15th month of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations Extended Term (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Extended Termination Date and not as a penalty; , provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, commissions, tenant improvements and allowances or other concessions expenses incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunderhereunder plus 5 months’ Base Rent, plus three (3) months of at the Monthly Installment of Rent then applicable to the third (3rd) Lease Yearrate, applicable to such additional space. As of the date hereof, the commission incurred by Landlord in connection with this Amendment is $65,471.68 and the concessions incurred by Landlord in connection with this Amendment are $12,591.00. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of eleven percent (11%) 8% per annum. 39.3 C. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults (beyond any applicable notice and cure or grace period) in any of the provisions of this the Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect.

Acceleration Option. 39.1 5.01. Tenant shall have the one-time right to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, Exhibit F from the expiration of the sixty-fifth (65th) full calendar month of the Term scheduled Termination Date to the expiration of date occurring 18 months before the thirty-sixth (36th) full calendar month of the Term scheduled Termination Date (the “Accelerated Termination Date”), if: 39.1.1 There (a) Tenant is no not in default by Tenant under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 39.1.2 No (b) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This (c) the Lease has not been assignedassigned (other than a Permitted Transfer); and 39.1.4 (d) Landlord receives notice of acceleration (“Acceleration Notice”) not less than seven (7) 6 full calendar months prior to the Accelerated Termination Expiration Date and not more than 12 full calendar months prior to the Accelerated Expiration Date. 39.2 5.02. If Tenant exercises its Acceleration Option, concurrent with Tenant’s delivery to Landlord of Tenant’s Acceleration Notice, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all the commissions paid to Tenant’s Broker (which initial amount shall not exceed 5% of total Rent due during the Term) and to Landlord’s Broker (which amount shall not exceed 2.5% of total Rent due during the Term), and the Allowance incurred by Landlord in connection with this Lease, assuming such sum was amortized, together with interest at a rate of 9% per annum, from the date of payment of such concessions over the 36 months of the following: (a) any leasing commissions and legal fees and (b) initial Term, plus 3 months’ Rent for the Initial Alterations Premises, at the rate payable as of the Accelerated Termination Date (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; , provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing concessions, real estate brokerage commissions, tenant improvements and improvement allowances or other concessions expenses incurred by Landlord in connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months 3 months’ Rent for the Premises, at the rate payable as of the Monthly Installment of Rent applicable to the third (3rd) Lease Year, applicable to such additional spaceAccelerated Termination Date. Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes Additional Rent and Insurance Costs, additional rent and all other sums due under this the Lease up to and including the Accelerated Termination Expiration Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Expiration Date. The “unamortized portion” Within 30 days of any receipt of the foregoing Acceleration Notice from Tenant, Landlord shall be determined using present to Tenant an interest rate invoice for the Acceleration Fee, calculated pursuant to the terms of eleven percent (11%) per annumthis Section 5.02, and Tenant shall pay such Acceleration Fee to Landlord within 30 days of receipt of said invoice from Landlord. 39.3 5.03. If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a failure to pay any installment of the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent Rent under this the Lease, or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Additional Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. Further, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option to be null and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 5.04. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this the Lease as of such date, shall immediately be deemed terminated and no longer available or of any further force or effect. Exhibit F Irrevocable Standby Letter of Credit No. Issuance Date: Expiration Date: Applicant: ZILLOW, INC. EOP-NORTHWEST PROPERTIES, L.L.C. c/o Equity Xxxxxx 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxxxx 00000 Attn: Property Manager, Xxxxx Fargo Center Ladies/Gentlemen: We hereby establish our Irrevocable Standby Letter of Credit in your favor for the account of the above referenced Applicant in the amount of One Hundred Thousand and No/100 U.S. Dollars ($100,000.00) available for payment at sight by your draft drawn on us when accompanied by the following documents: 1. An original copy of this Irrevocable Standby Letter of Credit. 2. Beneficiary’s dated statement purportedly signed by an authorized signatory or agent reading: This draw in the amount of U.S. Dollars ($ ) under your Irrevocable Standby Letter of Credit No. represents funds due and owing pursuant to the terms of that certain lease dated , 2005 by and between EOP-NORTHWEST PROPERTIES, L.L.C., a Delaware limited liability company, as landlord, and ZILLOW, INC., a Washington corporation, as tenant, and/or any amendment to the lease or any other agreement between such parties related to the lease.”

Acceleration Option. 39.1 (a) Tenant shall have the right right, in Tenant’s sole discretion, to accelerate the Termination Date (“Acceleration Option”) of this the Lease, with respect to the entire Premises only, from the expiration of the sixty-fifth (65th) full calendar month of the Term to the expiration of the thirty-sixth (36th) full calendar month of the Term May 31, 2011 (the “Accelerated Termination Date”), if: 39.1.1 There (i) Tenant is no default by Tenant not in Default under this the Lease at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defineddefined below); and 39.1.2 No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 39.1.3 This Lease has not been assigned; and 39.1.4 (ii) Landlord receives notice of acceleration (“Acceleration Notice”) not less by no later than seven (7) full calendar months prior to the Accelerated Termination DateAugust 31, 2010. 39.2 (b) If Tenant exercises its Acceleration Option, concurrent with Tenant, within twenty (20) days of the delivery of Landlord’s delivery to Landlord statement of Tenant’s the Acceleration NoticeFee, Tenant shall pay to Landlord the sum of an amount equal to (i) $12,214.80 (i.e., three (3) months of the then current Monthly Installment of Rent), and (ii) the unamortized portion of all of the following: (a) any leasing commissions and legal fees and (b) the Initial Alterations (collectively, the “Acceleration Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount equal to the unamortized portion of any leasing broker commissions, tenant improvements and allowances incurred or other concessions incurred provided by Landlord in connection with this Lease (collectively, the “Acceleration Fee”). Within ninety (90) days of the Commencement Date, and the commencement date for any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder, plus three (3) months as the case may be, Landlord shall provide Tenant with a statement setting forth the amount and calculation of the Monthly Installment of Rent applicable to the third Acceleration Fee (3rd) Lease Year, applicable to such additional spaceincluding reasonable back up documentation). Tenant shall remain liable for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses, Taxes additional Rent and Insurance Costs, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing broker commissions shall be determined using an interest rate of eleven percent (11%) per annumon a straight-line basis over the initial Term. 39.3 (c) If Tenant, subsequent to providing Landlord with an Acceleration Notice, Tenant defaults in any the payment of the provisions of this Lease (including, without limitation, a failure to pay the Acceleration Fee due hereunder)Fee, Landlord, at its option, may may, by written notice to Tenant within fifteen (i15) days after such default, (1) declare Tenant’s exercise of the Acceleration Option in that instance only to be null and void, and any Acceleration Fee paid to Landlord shall be returned to Tenant, after first applying such Acceleration Fee against any past due rent under this Leaseimmediately so notify Tenant in writing, or (ii2) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Base Rent, Tenant’s Proportionate Share of Expenses Taxes and Insurance Costs, any additional rent Rent and other sums due under this the Lease up to and including the Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Accelerated Termination Date. FurtherIf Landlord fails to notify Tenant of such election within such fifteen (15)-day period, in the event that Landlord shall declare Tenant’s exercise of the Acceleration Option be deemed to be null and void as provided in have elected clause (i2) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including court costs and attorney’s fees) incurred by reason of such nullification of Tenant’s Acceleration Option, including, without limitation, any claims by any potential replacement tenants for the Premises. 39.4 (d) As of the date Tenant provides Landlord with an Acceleration NoticeNotice that is honored by Landlord, any unexercised rights or options of Tenant to renew extend the Term of this Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed terminated and of no longer available or of any further force or effect.