Common use of CANCELLATION OPTION Clause in Contracts

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will have the one-time right to terminate this Lease (the “Cancellation Option”) effective as of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per

CANCELLATION OPTION. IfProvided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellation, and only ifno event exists which, an Expansion Failure Event with the giving of notice or passage of time or both, would become a Corporate Transfer Event occursdefault, then Tenant will shall have the one-time right to terminate this cancel the Lease (the “Cancellation Option”) ). such cancellation to be effective as of on the last day of the 66th sixty-fifth (65th) full calendar month of the Lease Term (the “Early Termination Cancellation Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option by is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering written notice to Landlord along with the Cancellation Fee Notice a copy of a fully executed lease of office space in another office building for space that is equal to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, prior to the exercise of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Option, then (defined below1) on or before Cancellation Date, Tenant shall vacate and surrender the date (“Early Termination Notice Deadline”) which is either (i) if Premises to Landlord, in a good and broom clean condition, free of all debris, with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the then existing Premises consists provisions of this Lease regarding surrender of the Premises initially leased hereunderupon the expiration or sooner termination of the Lease, and (2) effective as of the date which is 270 days prior to the Early Termination Cancellation Date, or (ii) if Landlord and Tenant shall be released of further obligations under the then existing Premises consists Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Premises initially leased hereunder plus additional premises in Statement for the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full last calendar month year of the Lease Term, plus (b), and for those indemnity and other obligations which by their nature or the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless express terms of the date of actual expenditure)Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect Tenant shall have no right to Tenant’s exercise of its right of first refusal, or any other expansion possession of the Premises (assuming that all such costs were expended on after the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions Cancellation Date and attorneys’ fees paid by Landlord in connection with such expansion, in each case shall be treated as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined a holdover under the Section 1.0 Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and Article 3without any application of, using an interest rate of 9% peroffset against or adjustment of, the Cancellation Fee.

CANCELLATION OPTION. IfATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST AND INSYNC SYSTEMS, INC. Provided (i) no Event of Default shall then exist and only ifno condition shall then exist which with the passage of time or giving of notice, or both, would constitute an Expansion Failure Event of Default; and (ii) Tenant has entered into a binding lease with Landlord (the "Replacement Lease") for the equivalent or greater square footage as leased hereunder in the Austin metropolitan service area, for a Corporate Transfer Event occursterm of at lease five (5) years, then Tenant will shall have the one-right at any time right to send Landlord written notice (the "Termination Notice") that Tenant has elected to terminate this Lease (effective on the “Cancellation Option”) effective as commencement date of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default existsReplacement Lease. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all immediately preceding sentence, the effectiveness of such costs were expended on the Commencement Datetermination shall be conditioned upon Tenant paying to Landlord, regardless contemporaneously with Tenant's delivery of the date Termination Notice to Landlord, the estimated amount of actual expenditure), plus the unamortized cost of leasing Tenant Improvements and brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case Lease as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 Replacement Lease commencement date. Such amount is consideration for Tenant's option to terminate and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect shall not be applied to Tenant’s exercise of its right of first refusal, rent or any other expansion obligation of Tenant and shall be adjusted between Landlord and Tenant when the Premises (assuming that actual amount is determinable. Landlord and Tenant shall be relieved of all such costs were expended on obligations accruing under this Lease after the commencement date for such expansion space, regardless of the effective date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined termination but not any obligations accruing under the Section 1.0 and Article 3Lease prior to the effective date of such termination. Landlord shall negotiate the terms of a Replacement Lease, using an interest rate of 9% perincluding a "build to suit lease", requested by Tenant in good faith. STORAGE AND USE OF PERMITTED HAZARDOUS MATERIALS ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL _, 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST AND INSYNC SYSTEMS, INC.

CANCELLATION OPTION. IfSection 25.1 Subject to the provisions set forth herein, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will shall have the one-time right to terminate this Lease as of February 29, 2016 (the “Cancellation Option”) effective as of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor Tenant’s cancellation option shall be exercisable by the delivery of a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice (the “Cancellation Notice”) to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunderNovember 30, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date2014, time being of the essence. Failure by If Tenant fails to deliver the Cancellation Notice to Landlord as required hereunder, Tenant shall be conclusively presumed to have elected not to exercise Tenant’s cancellation option. Once given, notice of exercise of Tenant’s cancellation option shall be irrevocable. Only the Tenant named in this Lease or a Permitted Transferee may exercise the option to cancel set forth herein. Section 25.2 Tenant’s rights to exercise its right to cancel pursuant to this Article 25 are subject to the condition that Tenant is not in default under any of the terms, covenants or conditions of this Lease at the time that Tenant delivers the Cancellation Notice to Landlord, (provided the foregoing shall not affect or limit Landlord’s rights to enforce any defaults of Tenant pursuant to Article 12 hereof). Notwithstanding the foregoing, if the existence of any such written default shall, pursuant to the foregoing, make ineffective the exercise of such right, such exercise shall nevertheless become effective as of the originally scheduled date if such default is cured within the earlier of (i) any applicable cure or grace period specified in Article 12 hereof or (ii) thirty (30) days after delivery of notice and pay of such default by Landlord to Tenant. Section 25.3 Tenant’s right to exercise Tenant’s cancellation option is made expressly subject to the condition that, simultaneously with the delivery of the Cancellation Notice to Landlord, Tenant shall deliver to Landlord one-half (1/2) of the Cancellation Fee. The “Cancellation Fee” shall be equal to $4,063,868.16. If Tenant leases any additional space at the Building after the date of this Lease, the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following also include (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (ci) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses Operating Costs Payment payable to Landlord for such additional space for the two (2) months immediately following the Cancellation Date, as determined by Landlord; and Taxes abated or reduced ($353,193.75ii) in respect of the initial Premisesall unamortized costs, in each case as of the Early Termination Cancellation Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid incurred by Landlord in connection with the leasing such expansionadditional space to Tenant, including, without limitation, the costs incurred in each case as connection with leasing commissions, any leasehold improvements, free rent and any other concessions granted to Tenant in connection with such additional space (such amounts shall be amortized by Landlord on a straight-line basis over the Term of the Early Termination Date, amortized over Lease for the period beginning on the commencement date for such expansion additional space through the Expiration Date as determined under the Section 1.0 and Article 3, using at an interest rate of 9% perten percent (10%) per annum). Tenant shall deliver the remaining one-half (1/2) of the Cancellation Fee to Landlord at least ninety (90) days prior to the Cancellation Date. Section 25.4 Notwithstanding anything contained herein to the contrary and in addition to the obligations to remove certain items at the expiration of the Term pursuant to and in accordance with Section 9.4 and in Articles 26, 27 and 28, if Tenant exercises its cancellation option as provided in this Article 25, Tenant shall also be required to remove all Specialty Alterations from the Premises (including, but not limited to, the supplemental cooling system described in Article 27(ii), all elements of the key card access system described in Article 27(iv) and all bathrooms, showers, locker rooms (and related fixtures) within and/or related to any fitness center located within the Premises described in Article 27(iii)) on or before the Cancellation Date (whether any of the foregoing are made as part of the Leasehold Improvements or made as part of any Alterations); provided, however, in no event shall Tenant be required to remove any Specialty Alterations that exist within the Premises as of the date of execution of this Lease.

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or A. Tenant shall have a Corporate Transfer Event occurs, then Tenant will have the one-time right to terminate this Lease accelerate the Termination Date (the “Cancellation "Termination Option”") effective as of the last day of the 66th full calendar month of the Lease Term to March 31, 2008 (the “Early "Accelerated Termination Date”"). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effectif: 1. Tenant will exercise is not in default under the Cancellation Option by delivering written Lease beyond any applicable notice to Landlord along with the Cancellation Fee (defined below) on or before and cure periods at the date (“Early Tenant provides Landlord with a Termination Notice Deadline”) which is either (i) if the then existing Premises consists hereinafter defined), and 2. no part of the Premises initially leased hereunder, is sublet by Tenant for a term extending past the date which is 270 days prior to the Early Accelerated Termination Date, or unless Tenant shall have the right to accelerate the termination date of such sublease to the Accelerated Termination Date; and 3. the Lease has not been assigned by Tenant; and 4. Landlord receives notice of termination (ii"Termination Notice") if the then existing Premises consists no later than July 1, 2007. B. If Tenant exercises its Termination Option, Tenant, shall within thirty (30) days after delivery of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum unamortized portion of (i) the cost of the following Tenant Improvements paid by Landlord, (plus any applicable sales tax): (aii) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month cost of the Lease TermWorking Drawings paid by Landlord, plus (biii) all allowances paid to Tenant (or Tenant's designee) by Landlord (including without limitation, the Plan Allowance and the CM Allowance), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (civ) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus with such amortization calculated at an interest rate of eight percent (8%) per annum over an 84 month period commencing on the unamortized amount Commencement Date (the "Termination Fee"). The parties acknowledge and agree that the Termination Fee is being paid in consideration for Tenant's right to accelerate the acceleration of the Termination Date and not as a penalty. Tenant shall remain liable for all Base Rent and Tenant’s Share of Expenses other sums due under the Lease up to and Taxes abated or reduced ($353,193.75) in respect of including the initial Premises, in each case as of Accelerated Termination Date even though xxxxxxxx for such may occur subsequent to the Early Accelerated Termination Date. In the event Tenant leases additional space in the Building, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) Termination Payment shall be adjusted to include the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, costs and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid expenses incurred by Landlord in connection with such expansion, in each case as of the Early Termination Dateadditional space, amortized over the period beginning Term of this Lease applicable to such space on the commencement date Tenant commences payment of Base Rent for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3space, using at an interest rate of 9% pereight percent (8%) per annum. C. If Tenant fails to timely pay the Termination Fee as provided above, the Termination Option shall terminate and shall be of no further force or effect and this Lease shall continue in full force and effect.

CANCELLATION OPTION. IfSection 48.01. Provided Tenant is, and only ifhas been throughout the term of this lease, an Expansion Failure Event or a Corporate Transfer Event occurs(up to and including the Vacate Date, as defined below) fully compliant with all of the terms, conditions and provisions herein imposed on Tenant, then Tenant will shall have the a one-time right time, irrevocable opportunity to terminate cancel this Lease (the “Cancellation Option”) effective as lease agreement, subject to and conditioned upon satisfaction of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option following provisions and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either requirements: (i) if Tenant shall notify Landlord in writing of its election to cancel this lease no later than the then existing Premises consists fourth anniversary of the Premises initially leased date on which Tenant is first obligated to pay rent hereunder, pursuant to Article 3 and Schedule A hereof; as to which date time shall be of the date which is 270 days prior to essence (hereinafter the Early Termination Date, or "Cancellation Notice"); (ii) if the then existing Premises consists The effective date of the Premises initially leased hereunder plus additional premises cancellation shall be exactly twelve (12) full months following Landlord's receipt of the Cancellation Notice from Tenant; (iii) Upon delivery of the Cancellation Notice by Tenant, and included therewith, Tenant shall provide for Landlord a certified check, drawn on a New York clearinghouse bank, in the Buildingamount of $330,450.00, which payment shall not constitute rent but shall be deemed a cancellation fee and shall be paid in addition to all rents and additional rent payments due from Tenant up to and including the date which is 365 days prior Tenant actually vacates and surrenders possession of the Demised Premises pursuant to this Article (the "Vacate Date"); (iv) Up to and including the Vacate Date, all of the terms, requirements, obligations and impositions applicable against Landlord and Tenant pursuant to this lease shall continue in full force and effect; (v) On the Vacate Date, this lease agreement shall be deemed terminated as if it shall have expired pursuant to its terms, whereupon neither party shall have any continuing rights or liabilities to the Early Termination Dateother, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of except that Landlord shall thereafter promptly refund Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option's security deposit, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed paid pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per3 hereof.

CANCELLATION OPTION. If43.01 (a) Provided Tenant has complied with all of the terms, covenants and only ifconditions of this Lease and is not then in default of its obligations hereunder beyond the expiration of the applicable notice and cure period provided herein for the cure thereof, an Expansion Failure Event or a Corporate Transfer Event occursif any, then Tenant will shall have the one-time right to terminate cancel this Lease (the “Cancellation Option”) effective as of the last day of the 66th full calendar month of eighth (8th) or tenth (10th) Lease Year (in either case, the Lease Term "Cancellation Date") by notifying Landlord in writing (the “Early Termination Date”"Cancellation Notice"). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then at least twelve (12) months prior to the desired Cancellation Date of Tenant's intent to exercise this Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along Landlord, together with the Cancellation Notice, a check (subject to collection) in the amount of the applicable Cancellation Fee (defined below) on or before as hereinafter defined). The "Cancellation Fee" shall mean the date (“Early Termination Notice Deadline”) which is either sum of: (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (iiA) if the then existing Premises consists Cancellation Date is at the end of the Premises initially leased hereunder plus additional premises in the Buildingeighth (8th) Lease Year, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (fixed rent that would have beenbeen payable hereunder during the twelve (12) applicable in 67th full calendar month months following the Cancellation Date, or (B) if the Cancellation Date is at the end of the tenth (10th) Lease TermYear, plus an amount equal to the fixed rent that would have been payable hereunder during the nine (b), 9) calendar months following the monthly installment of Tenant’s Share of estimated Expenses Cancellation Date; and Taxes applicable for such 67th full calendar month, plus (cii) the unamortized Unamortized Costs (as defined below). The term "Unamortized Costs", as used herein, shall be deemed to mean those portions of all costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming this Lease that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case have not been amortized as of the Early Termination Cancellation Date, which costs shall include, without limitation, each of the following: (y) construction, architectural, engineering and other costs and fees associated with the performance of any and all construction performed by Landlord or Landlord's contractors on behalf of Tenant (including the Landlord's Initial Work), and (z) $191,820.00, representing the Broker's commission. For the purpose of calculating the Unamortized Costs, the total costs described above shall be amortized over the period beginning on the Commencement Date through the Expiration Date entire Term of this Lease as determined under the Section 1.0 and Article 3if same were a ten (10) year, using self-amortizing loan at an annual interest rate of 9% per annumeight (8%) percent, plus (d) the unamortized cost payable in equal monthly installments of any allowance or other economic concessions, if any, granted by Landlord, principal and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion interest combined. The amount of the Premises (assuming Unamortized Costs shall be equal to the amount that all would be outstanding under such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case loan as of the Early Termination Cancellation Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per.

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will shall have the one-time right option to terminate this the Lease (the “"Cancellation Option”") effective as of September 30, 2014 (the last day "Cancellation Effective Date") by providing Landlord with written notice of such option election (the 66th full calendar month "Cancellation Notice"). Such Cancellation Notice shall be effective only if it is delivered to Landlord on or before September 30, 2013 (the "Cancellation Notice Deadline"). If Tenant has not delivered its Cancellation Notice to Landlord on or before the Cancellation Notice Deadline, this Cancellation Option shall terminate and be of no further force or effect, and Tenant shall have no right or option to terminate the Lease pursuant to this Paragraph 8 at any time after the Cancellation Notice Deadline. As a condition to any cancellation of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and by Tenant pursuant to the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided hereinParagraph 8, Tenant must pay to Landlord simultaneously with the delivery to Landlord of the Cancellation Notice an early termination amount as a cancellation fee in (the "Cancellation Payment") equal to Nine Hundred Twenty-Nine Thousand Three Hundred Eighty-Eight and 61/100 Dollars ($929,388.61). The Cancellation Payment shall be increased or decreased, as the case may be, to reflect any expansion or contraction of the Premises by an amount equal to the sum unamortized portion of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Termfees, plus (b)costs, the monthly installment of Tenant’s Share of estimated Expenses commissions, allowances, costs and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs expenses incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all consummating any such costs were expended on the Commencement Dateexpansion or contraction, regardless of the date of actual expenditure)including, plus the unamortized cost of leasing without limitation, any improvement or other allowances, concessions, rent abatement, brokerage commissions and attorneys’ legal fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated attributable to any expansion or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion contraction of the Premises (assuming that with interest payable in arrears at the rate of eleven percent (11%) per annum). Failure by Tenant to give such written notice terminating the Lease, accompanied by payment of such Cancellation Payment, on or before the Cancellation Notice Deadline shall mean Tenant shall have waived Tenant's right to so terminate pursuant to this Paragraph 8. If Tenant validly and timely exercises this Cancellation Option, Tenant shall nonetheless continue to be liable for its obligations accruing under the Lease with respect to the Premises up to and including the Cancellation Effective Date, including, without limitation, additional rental, and all such costs were expended on obligations having accrued prior to the commencement date for such expansion space, regardless Cancellation Effective Date shall survive the termination of the date of actual expenditure)Lease, plus as amended hereby. Notwithstanding anything in this Paragraph 8 to the unamortized cost of leasing commissions contrary, Tenant shall have no right to exercise the Cancellation Option under this Paragraph 8 at any time after which (i) a default with respect to Tenant has occurred and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined remains uncured beyond applicable notice and cure periods under the Section 1.0 Lease, (ii) the Lease is not in full force and Article 3, using an interest rate of 9% pereffect or (iii) Tenant is in default beyond any applicable notice and cure periods under any other written agreement with Landlord respecting the Project.

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will have may cancel the oneLease following the sixty-time right to terminate this Lease sixth (the “Cancellation Option”66th) effective as of the last day of the 66th full calendar month of the Lease Term provided Tenant (i) provides Landlord with written notice of Tenant’s intent to cancel this Lease on a date certain chosen by Tenant (the “Early Termination First Cancellation Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee ) at least twelve (defined below12) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days months prior to the Early Termination Date, or First Cancellation Date and (ii) pays to Landlord in cash at the time the rent payment for the next month after Tenant delivers its notice of intent to cancel this Lease is due, a cancellation option fee (the “First Cancellation Fee”) equal to four (4) months Base Rent plus any unamortized lease commission; provided that, if Tenant provides such cancellation notice but fails to pay the then existing Premises consists First Cancellation Fee in the amount and within the time herein described, Landlord may, at Landlord’s sole option, either (1) treat the Lease as cancelled as of the Premises initially leased hereunder plus additional premises First Cancellation Date and collect the First Cancellation Fee, (2) enforce this Lease in accordance with its terms as if such cancellation notice had not been given, and Tenant shall have waived its right to cancel pursuant to this paragraph of this Rider 2. The date on which this Lease is cancelled pursuant to this Rider 2, if at all, shall be deemed the Buildingtermination date of this Lease for all purposes, except earlier termination as provided under the date which is 365 days prior Lease due to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation OptionDefault or casualty or condemnation. Landlord will not be obligated to honor Tenant may cancel the Cancellation Option, and this Section 38.0 shall be null and void, if, on Lease following the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following seventy-eighth (plus any applicable sales tax): (a78th) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus Term provided Tenant (b), the monthly installment i) provides Landlord with written notice of Tenant’s Share of estimated Expenses Intent to cancel this Lease on a date certain (the “Second Cancellation Date”) at least twelve (12) months prior to the Second Cancellation Date and Taxes applicable for such 67th full calendar month, plus (cii) the unamortized costs incurred by pays to Landlord in connection with cash at the Leasehold Improvements performed pursuant time the rent payment for the month after Tenant delivers its notice of intent to cancel this Lease is due, a cancellation option fee (the Work Letter Agreement attached hereto “Second Cancellation Fee”) equal to three (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all 3) months Base Rent plus any unamortized lease commission; provided that, if Tenant provides such cancellation notice but fails to pay the Second Cancellation Fee in the amount and Tenantwithin the time herein described, Landlord may, at Landlord’s Share of Expenses and Taxes abated or reduced sole option, either ($353,193.751) in respect of treat the initial Premises, in each case Lease as cancelled as of the Early Termination DateSecond Cancellation Date and collect the Second Cancellation Fee; or (2) enforce this Lease in accordance with its terms as if such cancellation notice had not been given, amortized over and Tenant shall have waived its right to cancel pursuant to this paragraph of this Rider 2. The date on which this Lease is cancelled pursuant to this Rider 2, if at all, shall be deemed the period beginning on the Commencement Date through the Expiration Date termination date of this Lease for all purposes, except earlier termination as determined provided under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect Lease due to Tenant’s exercise Default or casualty or condemnation. LANDLORD: Rainier Asset Management Company, LLC, as agent for the Tenant-in-Common Owners Date: TENANT: NEI, Inc. Date: Being a tract of its right land situated in the Xxx Xxxxxx Survey, Abstract No. 597, X. Xxxxxxx Survey, Abstract No. 1043, In Collin County, Texas, and being a Dart of first refusala tract of land described by instrument to Argent Plano Realty, or any other expansion L.P. as recorded in File “00-0000000, Deed Records, Collin County, Texas IO.R.C.C.T.I, and being all of Xxx 0, Xxxxx l of the Premises final plot of Plano Tech Center, on addition to the City of Plano, Texas as recorded In Volume M. Page 49. Plot Records, Collin County, Texas (assuming that all such costs were expended P.R.C.C.T.I, and being more particularly described as follows: BEGINNING at a ½-inch iron rod with COD stomped ‘HALFF ASSOC. INC: (hereinafter referred to as ‘with cop·) found for the most westerly southwest corner of said Lot 7, said point also being the southeast corner of Block 21, a Replot of Blocks 16, 17, 20, and 21. Central Plano Industrial Pork Phase III as recorded in Cabinet ‘F’, Page 145 Deed Records of Collin County, Texas, said point also being on the commencement date for such expansion spacenorth line of Technology Drive (6O feet wide); THENCE North 00 degrees 12 minutes 30 seconds East, regardless departing said north line and along the east line of Block 21, a distance of 330.27 feet to a ½-Inch iron rod with COD found at the northeast corner of said Block 21, said corner being on the south line of the date St. Louis Southwestern Railway right-of-way (variable width); THENCE South 79 degrees 32 minutes 25 seconds East, deporting sold Block line and along said south line, a distance of actual expenditure)114.68 feet to a ½-lnch Iron rod with cop found for corner; THENCE South 86 degrees 20 minutes 07 seconds East, plus the unamortized cost continuing along said south line, a distance of leasing commissions and attorneys’ fees paid by Landlord in connection 544.82 feet to a ½-lnch iron rod with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date cap found for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% percorner;

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will have Lessor hereby grants to Lessee the one-time right option to terminate cancel this Lease (effective at any time after the “Cancellation Option”) effective as expiration of the last day sixtieth (60th) month from the completion date of this Lease until the expiration of the 66th full calendar one hundred eleventh (111th) month from the completion date of this Lease provided Lessee (i) gives Lessor at least twelve (12) months prior written notice specifying therein the effective date of the cancellation (which effective date shall in no event be prior to the sixtieth (60th) month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option lease term) and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if on the then existing Premises consists effective date of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice cancellation and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date same day of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must each month thereafter for the next eight consecutive months pay to Landlord an early termination fee in Lessor an amount equal to the sum of monthly fixed minimum rent payable by Lessee for the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month 61st through 120th months of the Lease Termas provided in Section 1.04 of this Lease (the Buyout Payments). Lessee shall also pay to Lessor a pro rata share of all real estate taxes and insurance premiums payable by Lessor with respect to the leased premises during the nine-month period after the effective date of the cancellation of the Lease (the Cancellation Period') and Lessee shall reimburse Lessor for all utility charges reasonably incurred by Lessor to maintain the leased premises in good condition during the Cancellation Period. Lessee shall reimburse Lessor for any taxes, plus (b)insurance premiums or utility charges paid by Lessor during the Cancellation Period upon the later of 15 days of a demand for payment of the same by Lessor or the due date of the next Buyout Payment. Lessee shall pay the reasonably estimated taxes, insurance premiums and utility charges applicable to the monthly balance of the Cancellation Period which have not been previously paid by Lessee together with the last installment of Tenant’s Share the Buyout Payments (the "Final Payment"). Lessor shall prepare and submit to Lessee its reasonable estimate of estimated Expenses the unpaid taxes, insurance premiums and Taxes applicable utility charges for such 67th full calendar monththe balance of the Cancellation Period to Lessee at least 10 days prior to the due date of the Final Payment., plus (c) the unamortized costs incurred by Landlord in connection Lessee shall also pay together with the Leasehold Improvements performed Final Payment the amounts required to be paid by Lessee pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless provisions of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% perExhibit "D".

CANCELLATION OPTION. If13.1. Provided that Tenant has not exercised either the ROFO Option or the Renewal Option, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will shall have the one-time right to terminate this Lease option (the “Cancellation Option”) to cancel the Lease effective as of the last day of the 66th full calendar month of the Lease Term February 28, 2023 (the “Early Termination Cancellation Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs; provided, then however, that such cancellation shall only be effective upon strict compliance with the following terms and conditions: (a) Tenant shall give Landlord at least one (1) years’ prior written notice of its election to cancel the Lease (the “Cancellation Notice”), which Cancellation Notice shall be given in the manner prescribed in the Lease for the giving of notices; provided, however, in no event shall the Cancellation Option Notice be given prior to January 1, 2018. Any such Cancellation Notice shall be irrevocable upon delivery and the provisions of this Section 38.0 will time shall be of no force or effect. the essence in connection with the exercise of any election to cancel hereunder. (b) If Tenant will exercise shall have not exercised the 30th Floor Option at the time of the giving of the Cancellation Option by delivering written notice Notice, Tenant shall pay to Landlord along with the sum of $3,713,682.77 (the “Cancellation Payment”); provided, however, if Tenant shall have exercised the 30th Floor Option at the time of the giving of the Cancellation Fee (defined below) on or before Notice, the date (“Early Termination Notice Deadline”) which is either Cancellation Payment shall be the sum of (i) if the then existing Premises consists of the Premises initially leased hereunder$3,713,682.77, the date which is 270 days prior to the Early Termination Date, or plus (ii) if an amount calculated pursuant to Exhibit G annexed hereto. The Cancellation Payment shall be by good unendorsed certified or bank check of Tenant and shall be paid to Landlord within one (1) month following the then existing Premises consists delivery of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination DateCancellation Notice, time being of the essence. Failure Tenant’s failure to timely pay Landlord the Cancellation Payment shall render its exercise of the Cancellation Option void ab initio, and Tenant shall have no further rights under this Article 13. (c) Tenant shall not be in default under the Lease or this Amendment beyond the expiration of any applicable notice and cure period at the time of the giving of the Cancellation Notice. (d) Notwithstanding any such cancellation by Tenant hereunder, Tenant shall remain liable to deliver such written notice pay all fixed annual rent and pay additional rent through the Cancellation Fee on or before Date and to cure any default under any of the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Optionterms, covenants, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month conditions of the Lease Termor this Amendment existing on the Cancellation Date. Such defaults shall be cured within the periods provided in the Lease and such liability of Tenant shall survive any such cancellation. (e) On or prior to the Cancellation Date, plus (b), Tenant shall vacate the monthly installment of Tenant’s Share of estimated Expenses demised premises and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by surrender possession thereof to Landlord in connection accordance with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless provisions of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus as if said Cancellation Date were the unamortized amount original expiration date. (f) Upon the cancellation of all Base Rent the Lease, Landlord and Tenant’s Share Tenant shall be relieved of Expenses and Taxes abated or reduced ($353,193.75) any obligations under the Lease in respect of the initial Premises, in each case as of the Early Termination period following such Cancellation Date, amortized over other than those accruing prior to the period beginning on the Commencement Cancellation Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, except with respect to Tenant’s exercise those obligations expressly provided herein to survive the expiration or sooner termination of its right the Lease. Upon request of first refusalLandlord, Tenant shall enter into an agreement with Landlord in form reasonably satisfactory to Landlord stating the Cancellation Date. (g) The Cancellation Option shall be personal to Varonis Systems, Inc. or any other expansion assignee pursuant to Section 11.02 of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% perLease.

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will shall have the one-time right option (the ------------------- "Cancellation Option") to terminate this the Lease (for all of the “Cancellation Option”) Premises under the Lease effective as of the last day of the 66th full calendar month of the Lease Term December 31, 1998 (the “Early "Tenant Termination Date”"). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise may elect the Cancellation Option by delivering giving written notice to Landlord along with (the "Termination Notice") given not later than December 31, 1997. In the event Tenant does not give its notice exercising the Cancellation Fee (defined below) on or before Option prior to December 31, 1997, Tenant shall have no further right pursuant to the date (“Early Termination Notice Deadline”) which Cancellation Option to terminate the Lease. Once elected as provided herein, and subject to the other terms and conditions of this Paragraph and otherwise in the Lease, an election hereunder by Tenant shall be irrevocable. Additionally, the Cancellation Option is either subject to he following terms, conditions and limitations: (i) if At the then existing Premises consists time of the exercise of the Cancellation Option the Lease shall be in full force and effect and Tenant's right to possession of the premises shall not have been terminated, and Tenant shall not be in Default, and (ii) at the time of the Tenant Termination Date the Lease shall be in full force and effect and Tenant's right to possession of the Premises initially leased hereundershall not have been terminated, and Tenant shall not be in Default; provided, however, Landlord may at its option waive any of the conditions set forth in this subsection (a). Notwithstanding the foregoing, Tenant shall in any event have the right to effect the completion of the termination o the Lease by paying to Landlord all rent and other sums (including, without limitation, the date which is 270 days prior Cancellation Fee) due and to become due (until the Early Tenant Termination Date, or (ii) if to Landlord and complying with all other material obligations of Tenant under the then existing Premises consists Lease through the later of the Tenant Termination Date and Tenant's vacation of the Premises initially leased hereunder plus additional premises in and curing any default under the Building, Lease. (b) Contemporaneously with the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor timely electing the Cancellation Option, Tenant shall pay a fee (the "Cancellation fee") equal to the sum of (I) all brokerage commissions, agreed to be in the amount of Froth-Nine Thousand Sixty-Six and this Section 38.0 shall 80/100 Dollars ($49,066.80), all tenant improvement allowances, agreed to be null in the amount of One Hundred Twenty-Four Thousand Seven Hundred Thirty-Nine and void00/100 Dollars ($124,739.00) and all architectural allowances agreed to be in the amount of Five Thousand Two Hundred Seventy-Six and No/100 ($5,276.00), ifapplicable to the Modified Premises and the Surrendered Space, that remain unamortized following the Tenant Termination Date were the same to be amortized on a straight line basis at an interest rate of ten percent (10%) per annum over the date of Landlord’s receipt of Tenant’s termination noticeExtension Period, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in and (ii) an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s monthly installments of the Base Rent at the rate (that would have been) applicable in 67th full calendar month and Additional Rent as reasonably estimated by Landlord payable for each of the months of January through June, inclusive, 1999. If the Lease is terminated pursuant to this paragraph 13, the Term shall expire on the Tenant Termination Date as if such date had been set forth in the Lease as the expiration date of the Term, plus (b), and Tenant shall vacate the monthly installment Premises on or before the Tenant Termination Date in the manner and subject to all of the provisions and obligations required by the Lease. All obligations of Tenant and Landlord which accrue under the Lease on or before the later of the Tenant Termination Date and the date upon which Tenant shall surrender possession of the Premises shall survive such termination and neither the exercise of such right to terminate nor such termination shall affect Landlord's or Tenant’s Share 's remedies on account of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred any default by Tenant or Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless which may exist as of the date on which notice of actual expenditure), plus the unamortized cost exercise of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated such right is given or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Tenant Termination DateDate and is not cured (including, amortized over without limitation, any matter which, with the period beginning on giving of notice or the Commencement Date through the Expiration Date as determined passage of time, or both, would constitute a Default by Tenant under the Lease pursuant to Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion 20 of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditureOffice Lease), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per.

CANCELLATION OPTION. IfNotwithstanding anything to the contrary contained in ------------------- this Lease, provided Tenant is not in default hereunder beyond any applicable notice and only ifcure period or in the event that Tenant is in default, an Expansion Failure Event or a Corporate Transfer Event occursif Tenant shall cure such default, then Tenant will shall have the one-time right option to terminate this Lease (the “Cancellation Option”) Lease, effective as of (i) the last day completion of the 66th full calendar month seventh (7th) Lease Year; (ii) the completion of the eighth (8th) Lease Term Year; and (iii) the completion of the ninth (9th) Lease Year (the “Early Termination Date”"Cancellation Dates") by providing Landlord with written notice of such option election (the "Cancellation Notice"). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then Such Cancellation Notice shall be effective only if it is given to Landlord at least nine (9) months prior to the Cancellation Date (the "Cancellation Notice Deadline"); accordingly, if Tenant has not given its Cancellation Notice to Landlord prior to a Cancellation Notice Deadline, the respective Cancellation Option shall terminate and be of no further force or effect. As a condition precedent to any cancellation of this Lease pursuant to the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided hereinparagraph, Tenant must shall pay to Landlord an early termination fee in Landlord, as a cancellation fee, an amount equal to the sum of the following (plus any applicable sales tax): (ai) one month’s Base Rent $338,962.00 with respect to a cancellation effective at the rate (that would have been) applicable in 67th full calendar month completion of the seventh (7th) Lease Term, plus Year; (b), ii) $237,022.00 with respect to a cancellation effective at the monthly installment completion of Tenant’s Share the eighth Lease Year; or (iii) $124,407.00 with respect to a cancellation effective at the completion of estimated Expenses and Taxes applicable for such 67th full calendar month, plus the ninth (c9th) Lease Year. Tenant shall also pay to Landlord an amount equal to the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Dateportion of any tenant improvement allowance, regardless of the date of actual expenditure)leasing commissions, plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated free or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessionsrent, if any, granted and other cost associated with either the First Refusal Space or the Expansion Space which has been added to the Premises which shall be payable by Landlord, and of Tenant to Landlord at least thirty (30) days prior to the Cancellation Date. It is hereby acknowledged that any commission such amount required to be paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord Tenant in connection with such expansionearly termination is not a penalty but a reasonable pre-estimate of the loss incurred by Landlord as a result of such early termination of this Lease (which loss is impossible to calculate more precisely) and, in each case as that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Cancellation Date, including, without limitation, Additional Rent that accrues pursuant to the terms of the Early Termination DateLease, amortized over with all of such obligations surviving the period beginning on early termination of the commencement date for such expansion space through term of this Lease. The rights granted to Tenant under this paragraph are personal to Tenant, and in the Expiration Date as determined event of any assignment of this Lease or sublease by Tenant (except to a permitted assignee under the Section 1.0 20.1 or to an assignee which is approved by Landlord in writing), this Cancellation Option shall thenceforth be void and Article 3, using an interest rate of 9% perno further force or effect.

CANCELLATION OPTION. IfProvided Tenant fully and completely satisfies each of the conditions set forth in this Section 33, and only if, an Expansion Failure Event or Tenant shall have a Corporate Transfer Event occurs, then Tenant will have the one-time right option ("CANCELLATION OPTION") to terminate this Lease effective between the period ("CANCELLATION PERIOD") commencing on January 1, 2003 to March 31, 2003, with the “Cancellation Option”exact cancellation date ("CANCELLATION DATE") effective as of to be the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then date within the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Period specified by Tenant will exercise the in Tenant's Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee Notice (as defined below) on or before but in no event earlier than nine (9) months after the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s 's Cancellation OptionNotice. Landlord will not be obligated In order to honor exercise the Cancellation Option, Tenant must fully and this Section 38.0 shall be null completely satisfy each and void, if, on every one of the date following conditions: (a) Tenant must give Landlord written notice ("CANCELLATION NOTICE") of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects its intention to terminate this Lease as provided hereinLease, which Cancellation Notice must be delivered to Landlord at least nine (9) months prior to the expiration of the Cancellation Period, (b) at the time of the Cancellation Notice, Tenant must shall not be in material default under this Lease after expiration of applicable notice and cure periods, (c) concurrently with Tenant's delivery of the Cancellation Notice to Landlord, Tenant shall pay to Landlord an early termination a cancellation fee in an amount ("CANCELLATION FEE") equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (ci) the unamortized costs incurred by Landlord in connection with balance, as of the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Cancellation Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus (ii) an amount equal to four (4) months' Monthly Rent calculated at the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect rate payable at the time of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Cancellation Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost Tenant shall have satisfied all of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined 's surrender obligations under the Section 1.0 and Article 3, using an interest rate of 9% per9.1

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then (a) landlord hereby grants Tenant will have the one-time right to cancel and terminate this the Lease (the “"Cancellation Option”') on the terms and conditions contained herein. Said Cancellation Option shall, if properly exercised as provided below, be effective as of the last day of the 66th full calendar 24th month of the Term of the Lease or at the end of the 36th month of the Term of the Lease. Tenant shall exorcise its Cancellation Option, if at all, by delivering written notice of the cancellation of this Lease (the "Cancellation Notice") to Landlord no later than 180 days prior to the applicable Cancellation Due, whim Cancellation Notice shall net forth whether the tease is to be cancelled on the last day of the 24th month of the Less Tam a the last day of the 36th month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then whichever of such dates is specified in the Cancellation Option Notice shall be deemed to be and shall be referred to herein as the provisions "Cancellation Date"). (b) If Tenant exercises its Cancellation Option, Tenant shall fully perform all obligations of this Section 38.0 will Tenant under the Lease through and including the Cancellation Date (including, without limitation, the payment of all Monthly Base Rental and other charges under the Lease in addition to the Cancellation Consideration), and Tenant shall vacate and surrender possession of the Premises to landlord in the condition required by the Lease with respect to surrender of the Premises upon expiration of the Lease Term. Tenant's performance of such obligations shall be a condition subsequent to the effectiveness of no force or effectthe exercise of the Cancellation Option. (c) As a condition precedent to the effectiveness of Tenant's exercise of its Xxxxellation Option. Tenant will exercise shall deliver to Landlord the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee Consideration (defined below) on or before concurrently with the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists deliver. of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essenceCancellation Notice. Failure by Tenant to deliver such written notice and pay the The term 'Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 Consideration" shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% permean:

CANCELLATION OPTION. IfA. Subject to the provisions set forth herein, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will shall have the one-time right to terminate this Lease as of September 30, 2016 (the “Cancellation Option”) effective as of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”). If neither an Expansion Failure Event nor Tenant’s cancellation option shall be exercisable by the delivery of a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice (the “Cancellation Notice”) to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunderOctober 1, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date2015, time being of the essence. Failure by If Tenant fails to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver to Landlord as required hereunder, Tenant shall be conclusively presumed to have elected not to exercise Tenant’s cancellation option. Once given, notice of exercise of Tenant’s Cancellation Optioncancellation option shall be irrevocable. Landlord will not be obligated Only the Tenant named in this Lease or a Permitted Transferee may exercise the option to honor cancel set forth herein. B. Tenant’s rights to exercise its right to cancel pursuant to this Article 25 are subject to the condition that no Tenant Event of Default shall exist at the time that Tenant delivers the Cancellation OptionNotice to Landlord. Notwithstanding the foregoing, and this Section 38.0 shall be null and voidif the existence of any such default shall, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all foregoing, make ineffective the exercise of such costs were expended on the Commencement Dateright, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case such exercise shall nevertheless become effective as of the Early Termination Dateoriginally scheduled date if such default is cured within the earlier of (i) any applicable cure or grace period specified in Article 12 hereof or (ii) thirty (30) days after delivery of notice of such default by Landlord to Tenant. C. Tenant’s right to exercise Tenant’s cancellation option is made expressly subject to the condition that, amortized over simultaneously with the period beginning on delivery of the Commencement Date through Cancellation Notice to Landlord, Tenant shall deliver to Landlord the Expiration Date as determined under Cancellation Fee. The “Cancellation Fee” shall be equal to $1,433,451.60. D. Notwithstanding anything contained herein to the contrary and in addition to the obligations to remove certain items at the expiration of the Term pursuant to and in accordance with Section 1.0 9.4 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessionsin Articles 26 and 28, if anyTenant exercises its cancellation option as provided in this Article 25, granted by LandlordTenant shall also be required to remove all Specialty Alterations from the Premises, and of if any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of are identified a the Premises (assuming that all such costs were expended on time Landlord approves the commencement date Plans for such expansion space, regardless of Leasehold Improvements in the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% perSubstitution Space.”

CANCELLATION OPTION. IfProvided no default shall then exist under the Lease and no condition shall then exist which with the passage of time or giving of notice, and only ifor both, an Expansion Failure Event or would constitute a Corporate Transfer Event occursdefault under the Lease, then Tenant will Lessee shall have the one-right at any time right on or before the end of the thirtieth (30th) month of the Lease term to send Lessor written notice (the "Termination Notice") that Lessee has elected to terminate this Lease (effective on the “Cancellation Option”) effective as end of the last day of the 66th full calendar thirty-sixth (36th) month of the Lease Term (the “Early Termination Date”)term. If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant Lessee elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal pursuant to the sum immediately preceding sentence, the effectiveness of such termination shall be conditioned upon Lessee paying to Lessor Seventeen Thousand Thirty Six and No/100 Dollars ($17,036.00) [the amount of all unamortized costs incurred by Lessor in connection with this lease reduced by amortizing the same amount monthly at a rate of ten percent (10%) contemporaneously with Lessee's delivery of the following Termination Notice to Lessor. Lessor and Lessee shall be relieved of all obligations accruing under this lease after the effective date of such termination but not any obligations accruing under the Lease prior to the effective date of such termination. Lessee's exercise of this cancellation option shall be irrevocable upon delivery of the notice thereof to Lessor, and Lessee shall be obligated to surrender possession of the Premises to Lessor on or before the Cancellation Date in accordance with the terms of the Lease. Further, provided no default shall then exist under the Lease and no condition shall then exist which with the passage of time or giving of notice, or both, would constitute a default under the Lease, Lessee shall have the right at any time on or before the end of the forty-second (plus any applicable sales tax): (a42nd ) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus term to send Lessor written notice (b)the "Termination Notice") that Lessee has elected to terminate this Lease effective on the end of the forty-eighth (48th) month of the Lease term. If Lessee elects to terminate this Lease pursuant to the immediately preceding sentence, the monthly installment effectiveness of Tenant’s Share such termination shall be conditioned upon Lessee paying to Lessor Nine Thousand Eight and No/100 Dollars ($9,008.00) [the amount of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the all unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord lessor in connection with this Lease, plus Lease reduced by amortizing the unamortized same amount monthly at a rate of ten percent (10%)] contemporaneously with Lessee's delivery of the Termination Notice to Lessor. Lessor and Lessee shall be relieved of all Base Rent and Tenant’s Share obligations accruing under this Lease after the effective date of Expenses and Taxes abated or reduced ($353,193.75) in respect such termination but not any obligations accruing under the Lease prior to the effective date of such termination. Lessee's exercise of this cancellation option shall be irrevocable upon delivery of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlordnotice thereof to Lessor, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect Lessee shall be obligated to Tenant’s exercise of its right of first refusal, or any other expansion surrender possession of the Premises (assuming that all such costs were expended to Lessor on or before the commencement date for such expansion space, regardless Cancellation Date in accordance with the terms of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% perLease.

CANCELLATION OPTION. IfParagraph II.B.(1) (Acquisition Event Option) of the Original Lease, as amended by the First and only ifSecond Amendments, an Expansion Failure Event or a Corporate Transfer Event occursshall apply to the VAD Space. Paragraph II.B(2) and (3) of the Lease shall not apply to the VAD Space. The third paragraph of Paragraph 8 of the Second Amendment shall not apply to the VAD Space. In addition to Tenant's rights under Paragraph II.B of the Lease as amended hereunder, then Tenant will shall have the one-time right to terminate this Lease with respect to the VAD Space only (the “Cancellation Option”) effective as for purposes of the last day of the 66th full calendar month this Paragraph 7 only, termination of the Lease Term shall be deemed to be termination of the Lease with respect to the VAD Space only) at any time from and after June 30, 1998 through and including November 30, 2001, upon at least six (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering 6) months' prior written notice to Landlord, which notice may be delivered to Landlord along with the Cancellation Fee (defined below) at any time from and after December 30, 1997 through and including May 30, 2001. If Tenant exercises its right to terminate this Lease under this Paragraph 7, Tenant shall pay Landlord by certified or bank cashier's check made payable to Landlord, or at Landlord's option, by wire transfer of immediately available funds to Landlord's account, on or before the date (“Early Termination Notice Deadline”) which is either (i) if month immediately preceding the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the proposed date of Landlord’s receipt of Lease termination in Tenant’s termination 's notice, a Default exists. If Tenant elects to terminate this Lease fee (the "Fee") of Ninety Thousand Dollars ($ 90,000.00) and as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Termtermination date hereunder, plus (b)Tenant shall have cured any uncured monetary default under the Lease, including any late fees due thereon, without any obligation to pay any accelerated Rent. Notwithstanding the immediately preceding sentence, the monthly installment Fee shall be reduced by One Thousand Seven Hundred Dollars ($1,700.00) per month commencing on June 30, 1998. If Tenant's termination of Tenant’s Share the Lease under this Paragraph is effective on November 30, 2001, Tenant shall owe no Fee upon termination of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with Lease hereunder. The fourth paragraph of Paragraph 8 of the Leasehold Improvements performed pursuant Second Amendment shall apply to the Work Letter Agreement attached hereto (assuming that all such costs were expended on VAD Space and shall be amended by striking the Commencement Date, regardless of first sentence thereof and substituting the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% perfollowing:

CANCELLATION OPTION. If(a) Tenant may cancel this Lease, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will have the one-time right to terminate this Lease (the “Cancellation Option”) effective as of at midnight on the last day of the 66th full calendar sixtieth (60th) month of following the Lease Term Rent Commencement Date (the “Early Termination Cancellation Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either provided that; (i) if Tenant shall not be in default hereunder beyond any applicable notice and cure period(s), either at the then existing Premises consists time of giving notice of cancellation or at the Premises initially leased hereunder, the date which is 270 Cancellation Date; (ii) Tenant shall have given written notice of cancellation to Landlord at least three hundred sixty five (365) days prior to the Early Termination Cancellation Date, or together with the Cancellation Charge (as hereinafter defined); and (iii) Tenant shall vacate the Premises in compliance with the requirements of this Lease. The cancellation charge (the “Cancellation Charge”) shall equal the sum of (i)$2,071,740,00; and (ii) if an amount equal to six (6) times the then existing Premises consists monthly installment of Additional Rent in respect of Operating Expenses payable for the month immediately preceding the Cancellation Date, provided, however, that Tenant shall have the right to estimate the amounts equaling that portion of the Premises initially leased hereunder plus additional premises Cancellation Charge in clause (ii) of this sentence if Tenant does not have sufficient information to confirm the Building, the date amounts thereof (but which is 365 amount will be revised by either a reimbursement to Tenant for any overpayment or paid to Landlord for any underpayment). Landlord will provide to Tenant not later than ninety (90) days prior to the Early Termination Date, time being Cancellation Date Landlord’s calculation of the essenceCancellation Charge. Failure Such calculation shall be binding unless Tenant sends to Landlord in reasonable detail the basis upon which Tenant disputes such calculation within ten (10) Business Days following Tenant’s receipt of such calculation from Landlord. If Tenant so timely disputes such calculation, then the parties shall submit such dispute to arbitration in accordance with the procedure set forth in Section 3.2 hereof, except that the arbitrator shall be an accountant reasonably acceptable to both parties. Absent full and timely exercise of the cancellation option in accordance with the initial two sentences of this Section 3.3(a), this Lease shall remain in effect until the Lease Expiration Date (subject to renewal by Tenant in accordance with Section 3.2). Time shall be of the essence with respect to deliver such written notice the dates specified herein. (b) The cancellation option provided herein shall be personal to Tenant and pay to any Affiliate or Successor of Tenant, and this option shall not be of further force or effect in the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver event of any transfer of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, interest in and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) Premises other than to one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for or more such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% perAffiliates and/or Successors.

CANCELLATION OPTION. IfProvided Tenant fully and completely satisfies each of the conditions set forth in this Section 33, and only if, an Expansion Failure Event or Tenant shall have a Corporate Transfer Event occurs, then Tenant will have the one-time right to terminate this Lease option (the “Cancellation Option”) to terminate this Lease effective as of between the last day of period (“Cancellation Period”) commencing on January 1, 2003 to March 31, 2003, with the 66th full calendar month of the Lease Term exact cancellation date (the “Early Termination Cancellation Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then ) to be the date within the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Period specified by Tenant will exercise the in Tenant’s Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee Notice (as defined below) on or before but in no event earlier than nine (9) months after the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation OptionNotice. Landlord will not be obligated In older to honor exercise the Cancellation Option, Tenant must fully and this Section 38.0 shall be null completely satisfy each and void, if, on every one of the date following conditions (a) Tenant must give Landlord written notice (“Cancellation Notice”) of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects its intention to terminate this Lease as provided hereinLease, which Cancellation Notice must be delivered to Landlord at least nine (9) months prior to the expiration of the Cancellation Period, (b) at the time of the Cancellation Notice, Tenant must shall not be in material default under this Lease after expiration of applicable notice and cure periods, (c) concurrently with Tenant’s delivery of the Cancellation Notice to Landlord, Tenant shall pay to Landlord an early termination a cancellation fee in an amount (“Cancellation Fee”) equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (ci) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Datebalance, regardless as of the date Cancellation Data, of actual expenditure), plus the unamortized cost of leasing brokerage commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus (ii) an amount equal to four (4) months’ Monthly Rent calculated at the unamortized amount rate payable at the time of the Cancellation Date and (d) Tenant shall have satisfied all Base Rent and of Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect surrender obligations under Section 9 1 of the initial PremisesLease. On the Cancellation Data, the parties shall be relieved of any further obligations under this Lease except for those obligations in each case the Lease which survive the termination or expiration thereof Amortization pursuant to this Section 33 shall be calculated on a ten (10) year amortization schedule commencing as of the Early Termination DateCommencement Date based upon equal monthly payments of principal and interest, amortized over the period beginning with interest imputed on the Commencement Date through outstanding principal balance at the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% ten percent (10%) per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per

CANCELLATION OPTION. IfA. If the Tenant has not committed an uncured Event of Default beyond any applicable cure period on the date it exercises its option, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then the Tenant will shall have the one-time right to cancel and terminate this Lease effective on September 30, 2001, provided the Tenant pays to the Landlord in the amount of One Hundred Thousand Dollars (the “$100,000) ("First Cancellation Option”) effective as of the last day of the 66th full calendar month of the Lease Term (the “Early Termination Date”Fee"). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then To exercise the Cancellation Option and the provisions of rights provided for in this Section 38.0 will be of no force or effect. 30, the Tenant will exercise the Cancellation Option by delivering shall serve a written notice to upon the Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunderJanuary 1, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver 2001; included with such written notice shall be a cashiers check in the full amount of the First Cancellation Fee. The exercise of this right of cancellation, shall not excuse the Tenant from the continued performance of all of its covenants and pay obligations provided for in this Lease until September 30, 2001. Provided the Tenant has not committed an incurred Event of Default and has timely paid the First Cancellation Fee Fee, the Term of this Lease shall terminate on September 30, 2001, as if such date was the end of the Term as set forth in Section 1. B. Provided the Tenant has not exercised its option to cancel this Lease as of September 30, 2001, and provided the Tenant has not committed an uncured Event of Default beyond any applicable cure period on the date it exercises its option, the Tenant shall have the right to cancel and terminate this Lease effective on September 30, 2002, provided the Tenant pays to the Landlord in the amount of Fifty Thousand Dollars ($50,000) ("Second Cancellation Fee"). To exercise the rights provided for in this Section 30, the Tenant shall serve a written notice upon the Landlord on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation OptionJanuary 1, and this Section 38.0 2002; included with such written notice shall be null a cashiers check in the full amount of the Second Cancellation Fee. The exercise of this right of cancellation, shall not excuse the Tenant from the continued performance of all of its covenants and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate obligations provided for in this Lease until September 30, 2002. Provided the Tenant has not committed an incurred Event of Default and has timely paid the First Cancellation Fee, the Term of this Lease shall terminate on September 30, 2002, as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to if such date was the sum end of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable Term as set forth in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per1. SECTION 31.

CANCELLATION OPTION. IfNotwithstanding anything to the contrary contained in this Lease, provided Tenant is not in default hereunder beyond any applicable notice and only ifcure period or in the event that Tenant is in default, an Expansion Failure Event or a Corporate Transfer Event occursif Tenant shall cure such default, then Tenant will shall have the one-one (1) time right option to terminate this Lease, effective upon the completion of the third (3rd) Lease Year (the “"Cancellation Option”Date") effective as by providing Landlord with written notice of the last day of the 66th full calendar month of the Lease Term such option election (the “Early Termination Date”"Cancellation Notice"). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then Such Cancellation Notice shall be effective only if it is given to Landlord at least six (6) months prior to the Cancellation Date (the "Cancellation Notice Deadline"); accordingly, if Tenant has not given its Cancellation Notice to Landlord prior to a Cancellation Notice Deadline, the respective Cancellation Option shall terminate and be of no further force or effect. As a condition precedent to any cancellation of this Lease pursuant to the provisions of this Section 38.0 will be paragraph, Tenant must have delivered to Landlord, together with its Cancellation Notice, an amount as a cancellation fee equal to the sum of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee Thirty-Eight Thousand Three Hundred Fifteen and 98/100 Dollars (defined below) on or before the date (“Early Termination Notice Deadline”) $38,315.98), which is either represents (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum unamortized portion of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Termtenant improvement allowance, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessionsfree rent, if any, granted by Landlord, and plus (ii) an amount equal to three (3) months of the then current rental rate. It is hereby acknowledged that any commission such amount required to be paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord Tenant in connection with such expansionearly termination is not a penalty but a reasonable pre-estimate of the loss incurred by Landlord as a result of such early termination of this Lease (which loss is impossible to calculate more precisely) and, in each case that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Cancellation Date, including, without limitation, Additional Rent that accrues pursuant to the terms of the Lease, with all of such pre-Cancellation Date obligations surviving the early termination of the Term of this Lease to the extent that such obligations remain unfulfilled as of the Early Termination Cancellation Date. The rights granted to Tenant under this paragraph are personal to Tenant, amortized over and in the period beginning event of any assignment of this Lease or sublease by Tenant, this Cancellation Option shall thenceforth be void and of no further force or effect. Exhibit C --------- Tenant Work Letter ------------------ Landlord agrees that it shall construct the tenant improvements for the Premises in a good and workmanlike manner substantially in accordance with the construction drawings and plans prepared by ______________________ dated September 26, 1995 which Tenant has and does hereby approve (the "Approved Drawings") and the Buildings standard specifications for the quantity and quality of materials to be used in the construction of the tenant improvements. Landlord shall pay for all costs of construction of the tenant improvements as shown on the commencement date Approved Drawings. Landlord shall have the right to approve all changes, modifications, substitutions or additions to the Approved Drawings. Landlord shall paint and re-carpet the entire Premises with Building standard carpet and colors to be selected by Tenant and repair all water damage in the Premises. Additionally, Landlord's architect shall provide services for such expansion Approved Drawings at Landlord's sole cost and expense. Exhibit D --------- Rules and Regulations --------------------- 1. The sidewalks in front of Premises shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress from and to Tenant's offices. Tenant shall remove promptly, at its own expense, without the use of chemical agents, any debris from the sidewalks in front of Premises. Landlord shall in all cases obtain the right to control or prevent access thereto by any person whose presence, in Landlord's judgment, would be prejudicial to the safety, peace, character or reputation of the Building or of any Tenant of the Property. 2. The toilet rooms, water closets, sinks, faucets, plumbing and other service apparatus of any kind shall not be used by Tenant for any purpose other than those for which they were installed, and no sweepings, rubbish, rags, ashes, chemicals or other refuse or injurious substances shall be placed therein or used in connection therewith by Tenant. 3. No skylight, window, door or transom of the Building shall be covered or obstructed by Tenant, and no storm window, awning or other similar material shall be installed or placed on any window or in any window space, except as approved in writing by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. If Landlord has installed or hereafter installs any shade, blind or curtain in the Premises, Tenant shall not remove it without first obtaining Landlord's written consent thereto, which approval shall not be unreasonably withheld, delayed or conditioned. 4. No sign, lettering, insignia, advertisement, notice or other thing shall be inscribed, painted, installed, erected or placed in any portion of the Premises which may be seen from outside the Building, or on any window, space through or other part of the Expiration Date as determined under exterior or interior of the Section 1.0 Building, unless first approved in writing by Landlord, which approval shall not be unreasonab1y withheld, delayed or conditioned. Names on suite entrances shall be provided by and Article 3only Landlord and at Tenant's expense, using an interest rate in each instance lettering of 9% pera design and in a form consistent with the other lettering in the Building, and first approved in writing by Landlord, which approval shall not be unreasonably withheld, delayed or conditioned. Tenant shall not erect any stand, booth or showcase or other article or matter in or upon the Premises and/or the Building without first obtaining Landlord's written consent thereto, which approval shall not be unreasonably withheld, delayed or conditioned. 5. Tenant shall not place any additional lock upon any door within the Premises or elsewhere upon the Property, without Landlord's prior written approval, such approval not to be unreasonably withheld, and shall surrender all keys for all such locks, at the end of the Term. Landlord shall provide Tenant with one set of keys to the Premises when Tenant assumes possession thereof.

CANCELLATION OPTION. IfNotwithstanding the provisions contained herein, and only ifIf Tenant is not then in default of any of the terms, an Expansion Failure Event conditions, or covenants of the Lease, Tenant, but not any assignee, transferee or subtenant of Tenant, is hereby granted a Corporate Transfer Event occurs, then Tenant will have the one-time right option to terminate cancel this Lease to be effective thirty six (36) months following Commencement Date (the “"Cancellation Option”Date") effective as under the following terms and conditions. (a) Tenant shall notify Landlord of the last day of the 66th full calendar month of the its intention to cancel this Lease Term no later than nine (the “Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then 9) months prior to the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Date; (b) Tenant will exercise the Cancellation Option by delivering written notice shall pay to Landlord along with the Cancellation Fee (defined belowi) on or before the date (“Early Termination Notice Deadline”) which is either (i) if Cancellation Date "Reimbursable Expenses" equal to the then existing Premises consists remaining portion of the Premises initially leased hereunderrent which represents the not present value as of cite date of such payment of the amortized Tenant Improvement Allowance and Leasing Commissions (collectively the "Landlord's Lease Expenses") at an 11% per annum interest rate (e.g., the date which is 270 days every $10,000.00 of Landlord's Lease Expense would equal $4,622.61 in Reimbursable Expenses); and (ii) on or before three (3) months prior to the Early Termination Cancellation Date, or (ii) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises a 'Termination Payment" in the Buildingamount of $59.337.50: (c) Tenant's failure to notify Landlord or pay the Reimbursable Expenses and the Termination Payment within the time period set forth above shall automatically terminate the Cancellation Option; and (d) Upon exercise by Tenant of its option to cancel within the period provided above, and the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure payment by Tenant to deliver such written notice Landlord of the Reimbursable Expenses and pay Termination Payment within the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor the Cancellation Optionperiod provided above, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum of the following (plus any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect of the initial Premises, in each case effective as of the Early Termination Cancellation Date, amortized over this Lease shall terminate and the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3right of Tenant to lease, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlorduse, and occupy the Premises shall terminate and Tenant shall vacate and surrender possession to Landlord of any commission paid by Landlordthe Premises. Except as otherwise expressly provided in this paragraph. the cancellation of this lease shall be subject to all of the provisions of this Lease relating to the termination of this Lease and the respective rights, powers, duties, obligations, and any rental abatement granted by Landlord, with respect to liabilities of both Landlord and Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per.

CANCELLATION OPTION. If39.01 Notwithstanding any other provisions of this Lease to the contrary, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will shall have the one-time right to cancel and terminate this Lease with respect to the entire Premises only, effective as of the day (the “Cancellation Date”) preceding the tenth (10th) anniversary of the Rent Commencement Date, provided that each of the following conditions is satisfied: (i) Tenant shall give Landlord not less than eighteen (18) months prior written notice of its election to cancel and terminate this Lease (the “Cancellation Option”) effective as Tenant’s Notice of the last day of the 66th full calendar month of the Lease Term (the “Early Termination DateCancellation”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, then the Cancellation Option and the provisions of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if the then existing Premises consists of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or (ii) if there shall not be any default beyond any applicable notice and cure period under this Lease at the then existing Premises consists time Tenant’s Notice of Cancellation is given, and there shall not be any default beyond any applicable notice and cure period in the payment of any Rent or in Tenant’s obligation to remove any specialty alterations that Tenant is required to have removed on the Cancellation Date; (iii) Tenant shall have paid to Landlord at the time of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver giving of Tenant’s Notice of Cancellation Option. Landlord will not be obligated to honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the date of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant elects to terminate this Lease as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to the sum straight-line unamortized portion of the following (plus any applicable sales tax): (a) one monththe Landlord’s Base Rent at the rate (that would have been) applicable in 67th full calendar month of the Lease Term, plus Contribution actually disbursed to Tenant; (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord in connection with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless of the date of actual expenditure), plus the unamortized cost of leasing brokerage commissions and attorneys’ legal fees paid incurred by Landlord in connection with this Lease, plus the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced (c) $353,193.75) in respect 615,291.32 of the initial Premises, in each case as free Fixed Rent granted to Tenant; with the amortization of such costs to be calculated on the Early Termination Date, amortized over the basis of an amortization period beginning on the Commencement Date through and ending on the Expiration last day of the month in which occurs the day immediately preceding the 15th anniversary of the Rent Commencement Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% eight percent (8%) per annum, plus ; and (div) Tenant additionally shall have paid Landlord at the unamortized cost time of any allowance or other economic concessions, if any, granted by Landlord, and the giving of any commission paid by Landlord, and any rental abatement granted by Landlord, Tenant’s Notice of Cancellation an amount equal to $350,000.00. Time is of the essence with respect to the giving of Tenant’s exercise Notice of its right of first refusal, or any other expansion Cancellation and the making of the Premises (assuming that all such costs were expended payments required to be made by this Section 39.01. Upon the timely giving of Tenant’s Notice of Cancellation and the timely payment of the sums required to be paid by this Section 39.01, the Term shall expire on the commencement Cancellation Date as if such date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through were the Expiration Date as determined and neither party shall have any further rights or obligations under this Lease except for such rights and obligations which expressly survive the Section 1.0 Cancellation Date or the Expiration Date. From and after the date Tenant has delivered Tenant’s Notice of Cancellation, Tenant’s rights under Articles 36 and 37 of this Lease shall terminate and be of no further force and effect. Tenant may request that Landlord provide Tenant with the amounts of the items listed in clauses (iii)(a), (b) and (c) above at any time during the Term after the first sixty (60) days following the Rent Commencement Date. The provisions of this Article 3, using an interest rate of 9% per39 shall survive the Cancellation Date.

CANCELLATION OPTION. If, and only if, an Expansion Failure Event or a Corporate Transfer Event occurs, then Tenant will shall have the one-time right right, notwithstanding the "Term" of this Lease, to terminate this Lease (prior to the “Cancellation Option”) expiration of the Term, such right of termination being effective on as of the last day of the 66th full thirty-sixth (36th) calendar month of the Lease Term hereof ("Cancellation Date"), subject to and upon satisfaction of the “Early Termination Date”). If neither an Expansion Failure Event nor following terms and conditions: (a) Tenant provides Landlord with advance notice of its exercise of the cancellation option at a Corporate Transfer Event occurs, then minimum of six (6) months' prior to the Cancellation Option and Date accompanied by payment of termination consideration equal to the provisions sum of this Section 38.0 will be of no force or effect. Tenant will exercise the Cancellation Option by delivering written notice to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice Deadline”) which is either (i) if Landlord's unamortized leasing costs (assuming a five (5) year amortization schedule) which costs shall be inclusive of all professional fees, leasing commissions and tenant improvement costs, incurred in connection with consummating this lease transaction, (ii) the then existing product of six (6) times the Monthly Base Rent otherwise due and payable for the thirty-seventh (37th) calendar month of the Term plus (iii) a reasonable market rate of interest on the unamortized leasing costs from the Commencement Date to the Cancellation Date. (b) Neither the notice by Tenant of its election to exercise its option to terminate this Lease, nor the expiration of the six (6) month period following the notice of election to terminate, nor the payment of the Termination Consideration shall cure any default of Tenant under this Lease or relieve Tenant from any of its obligations under this Lease which may have or may accrue in favor of Landlord prior to the Cancellation Date (including, but not limited to, the obligations to pay Annual or Monthly Base Rent, or Tax and Operating Expense Rent Adjustment, other Rent or Adjustments, however described or occurring, and any other amounts due or to become due to Landlord under this Lease), or which may accrue upon or by reason of the termination of the Term and the vacation of (or failure to vacate) the Premises consists by Tenant; and Tenant specifically understands and agrees that notwithstanding the termination of this Lease pursuant to this paragraph, the obligations of Tenant hereunder inclusive of the Cancellation Date and such rights such as in respect to Tax and Operating Expense Rent Adjustments as survive the expiration of the Term shall survive such termination of this Lease. (c) On or prior to the Cancellation Date, Tenant shall surrender possession of the Premises initially leased hereunder, the date which is 270 days prior to the Early Termination Date, or Landlord in broom clean condition. (iid) if the then existing Premises consists of the Premises initially leased hereunder plus additional premises in the Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s Cancellation Option. Landlord will not be obligated to honor may only exercise the Cancellation Option, and this Section 38.0 an exercise thereof shall only be null effective, if at the time of Tenant's exercise of said option and void, if, on the date of Landlord’s receipt of Tenant’s termination noticeCancellation Date, a Default exists. If Tenant elects to terminate this Lease is in full force and effect and there is no Default by Tenant under this Lease or the giving of notice will constitute a Default, and (inasmuch as provided herein, Tenant must pay to Landlord an early termination fee in an amount equal to said option is intended only for the sum benefit of the following (plus original Tenant named in this Lease) the entire Premises are occupied by the original Tenant named herein and said Xxxxxx has not assigned this Lease or sublet any applicable sales tax): (a) one month’s Base Rent at the rate (that would have been) applicable in 67th full calendar month portion of the Premises. Provided that Tenant shall have complied with all of the requirements of this Paragraph, upon the Cancellation Date this Lease Term, plus (b), shall terminate as if the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for such 67th full calendar month, plus (c) the unamortized costs incurred by Landlord Term as otherwise provided bad expired in connection accordance with the Leasehold Improvements performed pursuant to the Work Letter Agreement attached hereto (assuming that all such costs were expended on the Commencement Date, regardless terms of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with this Lease, plus and thereafter Landlord and Tenant shall have no further obligation to one another, except as provided in Subparagraph (b) above or as may be otherwise provided in this Lease relative to the unamortized amount of all Base Rent and Tenant’s Share of Expenses and Taxes abated or reduced ($353,193.75) in respect expiration of the initial Premises, in each case as of the Early Termination Date, amortized over the period beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% per annum, plus (d) the unamortized cost of any allowance or other economic concessions, if any, granted by Landlord, and of any commission paid by Landlord, and any rental abatement granted by Landlord, with respect to Tenant’s exercise of its right of first refusal, or any other expansion of the Premises (assuming that all such costs were expended on the commencement date for such expansion space, regardless of the date of actual expenditure), plus the unamortized cost of leasing commissions and attorneys’ fees paid by Landlord in connection with such expansion, in each case as of the Early Termination Date, amortized over the period beginning on the commencement date for such expansion space through the Expiration Date as determined under the Section 1.0 and Article 3, using an interest rate of 9% perTerm.