Common use of CANCELLATION OPTION Clause in Contracts

CANCELLATION OPTION. Provided 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 no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option 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 to Landlord along with the Cancellation 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.

CANCELLATION OPTION. Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellationIf, and no event exists whichonly if, with the giving of notice an Expansion Failure Event or passage of time or both, would become a defaultCorporate Transfer Event occurs, then Tenant shall will have the one-time right to cancel the terminate this Lease (the “Cancellation Option”). such cancellation to be ) effective on as of the last day of the sixty-fifth (65th) 66th full calendar month of the Lease Term (the “Cancellation Early Termination Date”). If neither an Expansion Failure Event nor a Corporate Transfer Event occurs, upon at least nine (9) full calendar months’ prior 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 (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option 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 to Landlord along with the Cancellation Fee (defined below) on or before the date (“Early Termination Notice a copy Deadline”) which is either (i) if the then existing Premises consists 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 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 additional space previously requested from Landlord Building, the date which is 365 days prior to the Early Termination Date, time being of the essence. Failure by Tenant to accommodate deliver such written notice and pay the Cancellation Fee on or before the Early Termination Notice Deadline will constitute a waiver of Tenant’s proposed expansion plansCancellation Option. The Cancellation Option is personal Landlord will not be obligated 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 honor the Cancellation Option, and this Section 38.0 shall be null and void, if, on the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Termdate of Landlord’s receipt of Tenant’s termination notice, a Default exists. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Dateelects to terminate this Lease as provided herein, Tenant shall vacate and surrender must pay to Landlord an early termination fee in an amount equal to the 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 provisions of this Lease regarding surrender sum of the Premises upon following (plus any applicable sales tax): (a) one month’s Base Rent at the expiration or sooner termination of the Lease, and rate (2that would have been) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last applicable in 67th full calendar year month of the Lease Term, plus (b), the monthly installment of Tenant’s Share of estimated Expenses and Taxes applicable for those indemnity and other obligations which such 67th full calendar month, plus (c) the unamortized costs incurred by their nature or Landlord in connection with the express terms 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 Lease survive date of actual expenditure), plus the Cancellation 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. If Tenant timely exercises , amortized over the Cancellation Optionperiod beginning on the Commencement Date through the Expiration Date as determined under the Section 1.0 and Article 3, Tenant shall have no 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 to possession of first refusal, or any other expansion of the Premises after (assuming that all such costs were expended on the Cancellation 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 and shall be treated as a holdover determined under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition toSection 1.0 and Article 3, and without any application of, offset against or adjustment of, the Cancellation Fee.using an interest rate of 9% per

CANCELLATION OPTION. Provided Tenant is not Lessor hereby grants to Lessee the option to cancel this Lease effective at any time after the expiration of the sixtieth (60th) month from the completion date of this Lease until the expiration of the 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 default no event be prior to the sixtieth (beyond any applicable cure period60th) under month of the lease term) and (ii) on the effective date of the cancellation and on the same day of each month thereafter for the next eight consecutive months pay to Lessor an amount equal to the monthly fixed minimum rent payable by Lessee for the 61st through 120th months of the Lease at as provided in Section 1.04 of this Lease (the time Buyout Payments). Lessee shall also pay to Lessor a pro rata share of notice or at all real estate taxes and insurance premiums payable by Lessor with respect to the time leased premises during the nine-month period after the effective date of cancellation, and no event exists which, with the giving cancellation of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”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, 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 balance of the Cancellation Period which have not been previously paid by Lessee together with the last installment of the Buyout Payments (the "Final Payment"). such cancellation Lessor shall prepare and submit to be effective on the last day Lessee its reasonable estimate of the sixty-fifth (65th) full calendar month unpaid taxes, insurance premiums and utility charges for the balance of the Lease Term (the “Cancellation Date”), upon Period to Lessee at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing 10 days prior to the due 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 to Landlord along Final Payment., Lessee shall also pay together with the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal Final Payment the amounts required to or greater in square footage than the Premises under this Lease plus the additional space previously requested from Landlord be paid 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 Lessee 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeExhibit "D".

CANCELLATION OPTION. Provided Tenant is not in no event of default (beyond any applicable cure period) shall then exist under the Lease at the time of past applicable notice or at the time of cancellationand cure periods, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right at any time on or before July 1, 2022, to cancel the Lease send Landlord irrevocable written notice (the “Cancellation OptionTermination Notice”) that Tenant has elected to terminate this Lease, effective on July 1, 2023 (“Termination Date”). If Tenant elects to terminate this Lease pursuant to the immediately preceding sentence, the effectiveness of such cancellation termination shall be conditioned upon Tenant paying to be effective on the last day Landlord, simultaneously with Tenant’s delivery of the sixty-fifth (65th) full calendar month Termination Notice to Landlord, a termination fee equal to the sum of $1,166,875.50, which amount is equal to the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being sum of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the date unamortized portion of the Cancellation Notice additional space in the Complex brokerage commissions paid by Landlord with respect to accommodate Tenant’s expansion plans; this Second Amendment, plus (ii) the unamortized portion of the Base Rent abatement provided by Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and connection with this Second Amendment, plus (iii) Tenant delivering to Landlord along with the Cancellation 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 unamortized portion of the Premises Allowance provided in connection with this Second Amendment (as such amounts in (i) – (iii) are amortized on a straight-line basis over the period commencing on the Effective Date and continuing through the expiration of the Extension Term plus interest on such amortized amount payable at a rate of eight percent (8%) per annum) (collectively the “Termination Fee”). Such Termination Fee is consideration for Tenant’s option to terminate and shall not be applied to Base Rent, Additional Rent or any other party other than pursuant to Section 10(h) hereof, prior to the exercise obligation of the Cancellation Option, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease TermTenant. If Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises to Landlord, Except as otherwise expressly set forth 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released relieved of further all obligations accruing under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the this Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover Termination Date, but not any obligations accruing under the Lease prior to the effective date of such termination. Both Landlord and Tenant acknowledge and agree that it would be impracticable or extremely difficult to affix damages if it fails Tenant terminates this Lease and that the Termination Fee set forth above represents a reasonable estimate of Landlord’s damages in the event Tenant terminates this Lease under this Exhibit A. If Tenant does not timely deliver the Termination Notice or Termination Fee to timely vacate Landlord, then this termination option shall become null and void and the Premises. Any amounts owing as a holdover Lease shall be payable continue in addition to, full force and without any application of, offset against or adjustment of, the Cancellation Feeeffect.

CANCELLATION OPTION. Provided Tenant is not in no default (beyond any applicable cure period) shall then exist under the Lease at the time of notice or at the time of cancellation, and no event exists which, condition shall then exist which with the giving of notice or passage of time or giving of notice, or both, would become constitute a defaultdefault under the Lease, then Tenant Lessee shall have the right to cancel at any time on or before the Lease (the “Cancellation Option”). such cancellation to be effective on the last day end of the sixty-fifth thirtieth (65th30th) full calendar month of the Lease Term term to send Lessor written notice (the “Cancellation Date”)"Termination Notice") that Lessee has elected to terminate this Lease effective on the end of the thirty-sixth (36th) month of the Lease term. If Lessee elects to terminate this Lease pursuant to the 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 least nine a rate of ten percent (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below10%) contemporaneously with the Cancellation Notice, time being Lessee's delivery of the essence hereofTermination Notice to Lessor. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing 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 Cancellation Notice additional space in the Complex notice thereof to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; Lessor, and (iii) Tenant delivering Lessee shall be obligated to Landlord along with the Cancellation 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 surrender possession 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 (1) Lessor on or before the Cancellation Date, Tenant shall vacate and surrender the 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 Date in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination terms of the Lease. Further, provided no default shall then exist under the Lease and (2) effective as no condition shall then exist which with the passage of the Cancellation Datetime or giving of notice, Landlord and Tenant shall be released of further obligations or both, would constitute a default under the Lease, except for those accrued but unpaidLessee shall have the right at any time on or before the end of the forty-second (42nd ) month of the Lease term to send Lessor written notice (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, for reconciliations the effectiveness of Additional Rent such termination shall be conditioned upon Lessee paying to be made following Lessor Nine Thousand Eight and No/100 Dollars ($9,008.00) [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 Statement for Termination Notice to Lessor. Lessor and Lessee shall be relieved of all obligations accruing under this Lease after the last calendar year 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 Lease Termnotice thereof to Lessor, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant Lessee shall have no right be obligated to surrender possession of the Premises after to Lessor on or before the Cancellation Date and shall be treated as a holdover under in accordance with the Lease if it fails to timely vacate terms of the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeLease.

CANCELLATION OPTION. Provided A. If the Tenant is has not in default (committed an uncured Event of Default beyond any applicable cure period) under period on the Lease at date it exercises its option, the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel and terminate this Lease effective on September 30, 2001, provided the Lease Tenant pays to the Landlord in the amount of One Hundred Thousand Dollars (the “$100,000) ("First Cancellation Option”Fee"). such cancellation to be effective on To exercise the last day of rights provided for in this Section 30, the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior Tenant shall serve a written notice to upon the Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option 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 to Landlord along with the Cancellation 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 (1) on or before January 1, 2001; included with such written notice shall be a cashiers check in the full amount of the First Cancellation DateFee. The exercise of this right of cancellation, shall not excuse the Tenant shall vacate and surrender from the Premises to Landlord, in a good and broom clean condition, free continued performance of all debrisof its covenants and obligations provided for in this Lease until September 30, with all furniture2001. Provided the Tenant has not committed an incurred Event of Default and has timely paid the First Cancellation Fee, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions Term of this Lease regarding surrender shall terminate on September 30, 2001, as if such date was the end of the Premises upon Term as set forth in Section 1. B. Provided the expiration or sooner termination Tenant has not exercised its option to cancel this Lease as of the LeaseSeptember 30, 2001, and (2) effective as provided the Tenant has not committed an uncured Event of Default beyond any applicable cure period on the Cancellation Datedate it exercises its option, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no the right to possession 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 January 1, 2002; included with such written notice shall be a cashiers check in the full amount of the Premises after 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 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 Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment ofFee, the Cancellation FeeTerm of this Lease shall terminate on September 30, 2002, as if such date was the end of the Term as set forth in Section 1. SECTION 31.

CANCELLATION OPTION. ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL 16 1996, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST AND INSYNC SYSTEMS, INC. Provided Tenant is not in default (beyond any applicable cure periodi) under the Lease at the time no Event of notice or at the time of cancellation, Default shall then exist and no event exists which, condition shall then exist which with the giving of notice or passage of time or giving of notice, or both, would become constitute an Event of Default; and (ii) Tenant has entered into a defaultbinding lease with Landlord (the "Replacement Lease") for the equivalent or greater square footage as leased hereunder in the Austin metropolitan service area, then for a term of at lease five (5) years, Tenant shall have the right at any time to cancel the Lease send Landlord written notice (the “Cancellation Option”). such cancellation "Termination Notice") that Tenant has elected to be terminate this Lease effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior to the commencement 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 to Landlord along with the Cancellation 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 TenantReplacement Lease. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the elects to terminate this 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 Optionimmediately preceding sentence, the Cancellation Option effectiveness of such termination shall lapse and the Lease shall continue for the entire Lease Term. If be conditioned upon Tenant timely exercises the Cancellation Option, then (1) on or before Cancellation Date, Tenant shall vacate and surrender the Premises paying to Landlord, contemporaneously with Tenant's delivery of the Termination Notice to Landlord, the estimated amount of unamortized Tenant Improvements and brokerage commissions paid by Landlord in a good and broom clean condition, free of all debris, connection with all furniture, furnishings and other personal property removed therefrom, and otherwise in accordance with the provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Replacement Lease commencement date. Such amount is consideration for Tenant's option to terminate and shall not be applied to rent or any other obligation of Tenant and shall be adjusted between Landlord and Tenant when the actual amount is determinable. Landlord and Tenant shall be released relieved of further all obligations accruing under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the this Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover effective date of such termination but not any obligations accruing under the Lease if it fails prior to timely vacate the Premiseseffective date of such termination. Any amounts owing as Landlord shall negotiate the terms of a holdover shall be payable Replacement Lease, including a "build to suit lease", requested by Tenant in addition togood faith. STORAGE AND USE OF PERMITTED HAZARDOUS MATERIALS ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED APRIL _, and without any application of1996, offset against or adjustment ofBETWEEN SECURITY CAPITAL INDUSTRIAL TRUST AND INSYNC SYSTEMS, the Cancellation FeeINC.

CANCELLATION OPTION. Provided Tenant is not fully and completely satisfies each of the conditions set forth in default (beyond any applicable cure period) under the Lease at the time of notice or at the time of cancellationthis Section 33, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease a one-time option (the “Cancellation Option”). such ) to terminate this Lease effective between the period (“Cancellation Period”) commencing on January 1, 2003 to March 31, 2003, with the exact cancellation to be effective on the last day of the sixty-fifth date (65th) full calendar month of the Lease Term (the “Cancellation Date”)) to be the date within the Cancellation Period specified by Tenant in Tenant’s Cancellation Notice (as defined below) but in no event earlier than nine (9) months after the date of Tenant’s Cancellation Notice. In older to exercise the Cancellation Option, upon Tenant must fully and completely satisfy each and every one of the following conditions (a) Tenant must give Landlord written notice (“Cancellation Notice”) of its intention to terminate this Lease, which Cancellation Notice must be delivered to Landlord at least nine (9) full calendar months’ months prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers expiration of the Cancellation Fee Period, (as defined belowb) contemporaneously with at the time of the Cancellation Notice, time being Tenant shall not be in material default under this Lease after expiration of the essence hereof. The Cancellation Option is conditioned upon applicable notice and cure periods, (ic) Tenant requesting from Landlord in writing prior to the date concurrently with Tenant’s delivery 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 to Landlord along with the Cancellation 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 (1) on or before Cancellation DateLandlord, Tenant shall vacate and surrender pay to Landlord a cancellation fee (“Cancellation Fee”) equal to the Premises to Landlordsum of (i) the unamortized balance, 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation DateData, of the brokerage commissions paid by Landlord and Tenant shall be released of further obligations under the in connection with this Lease, except for those accrued but unpaid, for reconciliations plus (ii) an amount equal to four (4) months’ Monthly Rent calculated at the rate payable at the time of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and (d) Tenant shall have satisfied all of Tenant’s surrender obligations under Section 9 1 of the Lease. On the Cancellation Data, the parties shall be treated as a holdover relieved of any further obligations under this Lease except for those obligations in the Lease if it fails which survive the termination or expiration thereof Amortization pursuant to timely vacate the Premises. Any amounts owing as a holdover this Section 33 shall be payable in addition tocalculated on a ten (10) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, and without any application of, offset against or adjustment of, with interest imputed on the Cancellation Fee.outstanding principal balance at the rate of ten percent (10%) per annum

CANCELLATION OPTION. Provided 39.01 Notwithstanding any other provisions of this Lease to the contrary, Tenant 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 in less than eighteen (18) months prior written notice of its election to cancel and terminate this Lease (“Tenant’s Notice of Cancellation”), (ii) there shall not be any default (beyond any applicable notice and cure period) period under the this Lease at the 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 cancellation, and no event exists which, with the giving of notice or passage Tenant’s Notice of time or bothCancellation an amount equal to the straight-line unamortized portion of (a) the Landlord’s Contribution actually disbursed to Tenant; (b) the brokerage commissions and legal fees incurred by Landlord in connection with this Lease, would become a default, then Tenant shall have and (c) $615,291.32 of the right free Fixed Rent granted to cancel Tenant; with the Lease (the “Cancellation Option”). amortization of such cancellation costs to be effective calculated on the basis of an amortization period beginning on the Commencement Date and ending on the last day of the sixty-fifth (65th) full calendar month in which occurs the day immediately preceding the 15th anniversary of the Lease Term Rent Commencement Date and an interest rate of eight percent (8%) per annum; and (iv) Tenant additionally shall have paid Landlord at the “time of the giving of Tenant’s Notice of Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice an amount equal to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being $350,000.00. Time is of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing prior with respect to the date giving of Tenant’s Notice of Cancellation and the making of the Cancellation Notice additional space in payments required to be made by this Section 39.01. Upon the Complex to accommodate timely giving of Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; Notice of Cancellation and (iii) Tenant delivering the timely payment of the sums required to Landlord along with be paid by this Section 39.01, the Term shall expire on the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal to Date as if such date were the Expiration Date and neither party shall have any further rights or greater in square footage than the Premises obligations under this Lease plus except for such rights and obligations which expressly survive the additional space previously requested from Landlord by Cancellation Date or the Expiration Date. From and after the date Tenant to accommodate has delivered Tenant’s proposed expansion plansNotice 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 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant Article 39 shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.

CANCELLATION OPTION. Provided 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 no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to may cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day of following the sixty-fifth sixth (65th66th) 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 “First Cancellation Date”), upon ) at least nine twelve (912) full calendar months’ months prior written notice to the 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 NoticeFee”)) equal to four (4) months Base Rent plus any unamortized lease commission; provided that, provided that if Tenant delivers provides such cancellation notice but fails to pay the 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 defined below) contemporaneously with the Cancellation Notice, time being cancelled as of the essence hereofFirst 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 Cancellation Option date on which this Lease is conditioned upon cancelled pursuant to this Rider 2, if at all, shall be deemed the termination date of this Lease for all purposes, except earlier termination as provided under the Lease due to Tenant’s Default or casualty or condemnation. Tenant may cancel the Lease following the seventy-eighth (78th) month of the Lease Term provided Tenant (i) Tenant requesting from provides Landlord in writing with written notice of Tenant’s Intent to cancel this Lease on a date certain (the “Second Cancellation Date”) at least twelve (12) months prior to the date of the Second Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plans; Date and (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant; and (iii) Tenant delivering pays to Landlord along with in cash at the 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 “Second Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is Fee”) equal to or greater in square footage than three (3) months Base Rent plus any unamortized lease commission; provided that, if Tenant provides such cancellation notice but fails to pay the Premises under this Lease plus the additional space previously requested from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Second Cancellation Option is personal to Tenant. If Tenant assigns, mortgages, pledges, hypothecates or encumbers the Lease or its interest Fee in the Premises or sublets all or any portion of amount and within the Premises to any other party other than pursuant to Section 10(h) hereoftime herein described, prior to the exercise of the Cancellation OptionLandlord may, the Cancellation Option shall lapse and the Lease shall continue for the entire Lease Term. If Tenant timely exercises the Cancellation Optionat Landlord’s sole option, then either (1) on treat the Lease as cancelled as of the Second Cancellation Date and collect the Second Cancellation Fee; or before Cancellation Date, Tenant shall vacate and surrender the 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 (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 provisions termination date of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Leasefor all purposes, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated earlier termination as a holdover provided under the Lease if it fails due to timely vacate Tenant’s Default or casualty or condemnation. LANDLORD: Rainier Asset Management Company, LLC, as agent for the PremisesTenant-in-Common Owners Date: TENANT: NEI, Inc. Date: EXHIBIT “A” PROPERTY Being a tract of land situated in the Xxx Xxxxxx Survey, Abstract No. Any amounts owing as a holdover shall be payable in addition to597, X. Xxxxxxx Survey, Abstract No. 1043, In Collin County, Texas, and without any application being a Dart of a tract of land described by instrument to Argent Plano Realty, 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 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 (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 north line of Technology Drive (6O feet wide); THENCE North 00 degrees 12 minutes 30 seconds East, 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 St. Louis Southwestern Railway right-of-way (variable width); THENCE South 79 degrees 32 minutes 25 seconds East, offset against or adjustment ofdeporting sold Block line and along said south line, the Cancellation Fee.a distance of 114.68 feet to a ½-lnch Iron rod with cop found for corner; THENCE South 86 degrees 20 minutes 07 seconds East, continuing along said south line, a distance of 544.82 feet to a ½-lnch iron rod with cap found for corner;

CANCELLATION OPTION. Provided (a) Tenant is not in default (beyond any applicable cure period) under the Lease may cancel this Lease, effective at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective midnight on the last day of the sixty-fifth sixtieth (65th60th) full calendar month of following the Lease Term Rent Commencement Date (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), . provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon that; (i) Tenant requesting from Landlord shall not be in writing prior to default hereunder beyond any applicable notice and cure period(s), either at the date time of giving notice of cancellation or at the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plansDate; (ii) Tenant shall have given written notice of cancellation to Landlord notifying Tenant in writing that it does not have such expansion space available for Tenantat least three hundred sixty five (365) days prior to the Cancellation Date, together with the Cancellation Charge (as hereinafter defined); and (iii) Tenant delivering 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) an amount equal to six (6) times the 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 Cancellation Charge in clause (ii) of this sentence if Tenant does not have sufficient information to confirm the amounts thereof (but which amount will be revised by either a reimbursement to Tenant for any overpayment or paid to Landlord along with for any underpayment). Landlord will provide to Tenant not later than ninety (90) days prior to the Cancellation Notice a copy Date Landlord’s calculation of a fully executed lease of office space the Cancellation Charge. Such calculation shall be binding unless Tenant sends to Landlord in another office building for space that is equal to or greater in square footage than reasonable detail the Premises under this Lease plus the additional space previously requested from Landlord by basis upon which Tenant to accommodate disputes such calculation within ten (10) Business Days following Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenantreceipt of such calculation from Landlord. 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 so timely exercises the Cancellation Optiondisputes such calculation, then (1) on or before Cancellation Date, Tenant the parties shall vacate and surrender the Premises submit such dispute 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 arbitration in accordance with the provisions 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 regarding surrender 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 Premises upon essence with respect to the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feedates specified herein.

CANCELLATION OPTION. Provided Tenant is not in default Paragraph II.B.(1) (beyond any applicable cure periodAcquisition Event Option) under of the Original Lease, as amended by the First and Second Amendments, shall apply to the VAD Space. Paragraph II.B(2) and (3) of the Lease at shall not apply to the time VAD Space. The third paragraph of notice or at Paragraph 8 of the time Second Amendment shall not apply to the VAD Space. In addition to Tenant's rights under Paragraph II.B of cancellationthe Lease as amended hereunder, and no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right to cancel terminate this Lease with respect to the Lease VAD Space only (the “Cancellation Option”). such cancellation to be effective on the last day for purposes of the sixty-fifth (65th) full calendar month this Paragraph 7 only, termination of the Lease Term (shall be deemed to be termination of the “Cancellation Date”)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 nine six (96) full calendar months’ ' prior written notice to Landlord (the “Cancellation Notice”)Landlord, provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option 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 which notice may be delivered to Landlord along with the Cancellation 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 at any time from Landlord by Tenant to accommodate Tenant’s proposed expansion plans. The Cancellation Option is personal to Tenantand after December 30, 1997 through and including May 30, 2001. If Tenant assignsexercises its right to terminate this Lease under this Paragraph 7, mortgagesTenant shall pay Landlord by certified or bank cashier's check made payable to Landlord, pledgesor at Landlord's option, hypothecates or encumbers the Lease or its interest in the Premises or sublets all or any portion by wire transfer of the Premises immediately available funds to any other party other than pursuant to Section 10(h) hereofLandlord's account, 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 (1) on or before Cancellation Datethe month immediately preceding the proposed date of Lease termination in Tenant's notice, a fee (the "Fee") of Ninety Thousand Dollars ($ 90,000.00) and as of the Lease termination date hereunder, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations have cured any uncured monetary default under the Lease, except for those accrued but unpaidincluding any late fees due thereon, for reconciliations of Additional Rent without any obligation to pay any accelerated Rent. Notwithstanding the immediately preceding sentence, the Fee shall be made following delivery of the Statement for the last calendar year reduced by One Thousand Seven Hundred Dollars ($1,700.00) per month commencing on June 30, 1998. If Tenant's termination of the Lease Termunder this Paragraph is effective on November 30, and for those indemnity and other obligations which by their nature or the express terms 2001, Tenant shall owe no Fee upon termination of the Lease survive the Cancellation Datehereunder. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession The fourth paragraph of Paragraph 8 of the Premises after Second Amendment shall apply to the Cancellation Date VAD Space and shall be treated as a holdover under amended by striking the Lease if it fails to timely vacate first sentence thereof and substituting the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.following:

CANCELLATION OPTION. ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED FEBRUARY __, 1997, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST and XXXXXX-FIELD HEALTH PRODUCTS, INC Provided Tenant is not in default (beyond any applicable cure period) under the Lease at the time no Event of notice or at the time of cancellation, Default shall then exist and no event exists which, condition shall then exist which with the giving of notice or passage of time or giving of notice, or both, would become a defaultconstitute an Event of Default, then Tenant shall have the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective at any time on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from Landlord in writing or before 9 months prior to the date end 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 to Landlord along with the Cancellation 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar third year of the Lease Term, and for those indemnity and other obligations which by their nature or to send Landlord written notice (the express terms "Termination Notice") that Tenant has elected to terminate this Lease effective on the last day at the end of the third year of the Lease survive the Cancellation DateTerm. If Tenant timely exercises elects to terminate this Lease pursuant to the Cancellation Optionimmediately preceding sentence, the effectiveness of such termination shall be conditioned upon Tenant paying to Landlord the amount equal to 6 months' Base Rent contemporaneously with Tenant's delivery of the Termination Notice to Landlord. Such amount is consideration for Tenant's option to terminate and shall not be applied to rent or any other obligation of Tenant. Landlord and Tenant shall have no right 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 possession the effective date of such termination. ADDENDUM 8 LANDLORD'S ENVIRONMENTAL REMEDIATION ATTACHED TO AND A PART OF THE LEASE AGREEMENT DATED FEBRUARY __, 1997, BETWEEN SECURITY CAPITAL INDUSTRIAL TRUST and XXXXXX-FIELD HEALTH PRODUCTS, INC. If Hazardous Materials are hereafter discovered on the Premises or the Project, and the presence of such Hazardous Materials is not the result of Tenant's use of the Premises or any act or omission of Tenant or its agents, employees, contractors, subtenants or invitees, and the presence of such Hazardous Materials results in any contamination, damages, or injury to the Premises or the Project that materially and adversely affects Tenant's occupancy or use of the Premises, Landlord shall promptly take all actions at its sole expense as are necessary to remediate such Hazardous Materials and as may be required by the Environmental Requirements. Actual or threatened action or litigation by any governmental authority is not a condition prerequisite to landlord's obligations under this paragraph. Within 30 days after notification from Tenant supported by reasonable documentation setting forth such presence or release of Hazardous Materials, and after Landlord has been given a reasonable period of time after such 30-day period to conduct its own investigation to confirm such presence or release of Hazardous Materials, Landlord shall either terminate this Lease or commence to remediate such Hazardous Materials within 180 days after the Cancellation Date completion of Landlord's investigation and shall be treated thereafter diligently prosecute such remediation to completion. If Landlord fails to commence such remediation or if Landlord commences such remediation and fails to diligently prosecute same until completion, then Tenant as its sole remedy may terminate this Lease by written notice to Landlord after expiration of 30 days following a holdover under the notice to Landlord that Tenant intends to terminate this Lease if it fails Landlord does not promptly commence or diligently prosecute the remediation within such 30-day period. In addition, if, due solely to timely vacate such environmental contamination, Tenant is unable, in the reasonable judgment of Landlord and Tenant, to materially and substantially operate its business at the Premises, rent and all other sums due from Tenant to Landlord shall xxxxx commencing on the date that Tenant was unable to materially and substantially operate its business at the Premises. Any amounts owing as In addition, if Tenant is not able to materially and substantially operate its business at the Premises for a holdover period of 180 days from the date of the environmental contamination, Tenant may, upon 30 days prior written notice to Landlord, terminate this Lease. Notwithstanding anything herein to the contrary, if Landlord obtains a letter from the appropriate governmental authority that no further remediation is required prior to the effective date of any such termination, such termination shall be payable null and void and this Lease shall remain in addition to, full force and without any application of, offset against or adjustment of, the Cancellation Feeeffect.

CANCELLATION OPTION. Provided 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 no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant shall have the right one-time option to cancel terminate the Lease (the “"Cancellation Option”") as of September 30, 2014 (the "Cancellation Effective Date") by providing Landlord with written notice of such option election (the "Cancellation Notice"). such cancellation to Such Cancellation Notice shall be effective only if it is delivered to Landlord on or before September 30, 2013 (the last day "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 sixty-fifth (65th) full calendar month Lease pursuant to this Paragraph 8 at any time after the Cancellation Notice Deadline. As a condition to any cancellation of the Lease Term (by Tenant pursuant to the “Cancellation Date”)provisions of this Paragraph 8, upon at least nine (9) full calendar months’ prior written notice Tenant must pay to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously simultaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option is conditioned upon (i) Tenant requesting from delivery to Landlord in writing prior to the date of the Cancellation Notice additional space an amount as a cancellation fee (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 unamortized portion of any fees, costs, commissions, allowances, costs and expenses incurred by Landlord in the Complex to accommodate Tenant’s expansion plans; (ii) Landlord notifying Tenant in writing that it does not have consummating any such expansion space available for Tenant; or contraction, including, without limitation, any improvement or other allowances, concessions, rent abatement, brokerage commissions and legal fees attributable to any expansion or contraction of the Premises (iiiwith interest payable in arrears at the rate of eleven percent (11%) per annum). Failure by Tenant delivering to Landlord along with give such written notice terminating the Lease, accompanied by payment of such Cancellation Payment, on or before the Cancellation Notice a copy of a fully executed lease of office space in another office building for space that is equal Deadline shall mean Tenant shall have waived Tenant's right to or greater in square footage than the Premises under so terminate pursuant to 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 TenantParagraph 8. If Tenant assignsvalidly and timely exercises this Cancellation Option, mortgages, pledges, hypothecates or encumbers Tenant shall nonetheless continue to be liable for its obligations accruing under the Lease or its interest in with respect to the Premises or sublets up to and including the Cancellation Effective Date, including, without limitation, additional rental, and all or any portion of the Premises to any other party other than pursuant to Section 10(h) hereof, such obligations having accrued prior to the exercise of Cancellation Effective Date shall survive 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of amended hereby. Notwithstanding anything in this Paragraph 8 to the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Optioncontrary, Tenant shall have no right to possession of the Premises after exercise the Cancellation Date Option under this Paragraph 8 at any time after which (i) a default with respect to Tenant has occurred and shall be treated as a holdover remains uncured beyond applicable notice and cure periods under the Lease, (ii) the Lease if it fails to timely vacate is not in full force and effect or (iii) Tenant is in default beyond any applicable notice and cure periods under any other written agreement with Landlord respecting the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation FeeProject.

CANCELLATION OPTION. Provided Notwithstanding anything to the contrary contained in this Lease, provided Tenant is not in default (hereunder beyond any applicable notice and cure periodperiod or in the event that Tenant is in default, if Tenant shall cure such default, Tenant shall have the one (1) time option to terminate this Lease, effective upon the completion of the third (3rd) Lease Year (the "Cancellation Date") by providing Landlord with written notice of such option election (the "Cancellation Notice"). 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 paragraph, Tenant must have delivered to Landlord, together with its Cancellation Notice, an amount as a cancellation fee equal to the sum of Thirty-Eight Thousand Three Hundred Fifteen and 98/100 Dollars ($38,315.98), which represents (i) an amount equal to the unamortized portion of any tenant improvement allowance, leasing commissions and free rent, if any, plus (ii) an amount equal to three (3) months of the then current rental rate. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early 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 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 at to the time extent that such obligations remain unfulfilled as of notice or at the time of cancellationCancellation Date. The rights granted to Tenant under this paragraph are personal to Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Cancellation Option shall thenceforth be void and of no event exists which, 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 giving 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 notice or passage materials to be used in the construction of time or both, would become a default, then Tenant the tenant improvements. Landlord shall pay for all costs of construction of the tenant improvements as shown on the Approved Drawings. Landlord shall have the right to cancel approve all changes, modifications, substitutions or additions to the Lease (Approved Drawings. Landlord shall paint and re-carpet the “Cancellation Option”). such cancellation entire Premises with Building standard carpet and colors to be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option 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 to Landlord along with the Cancellation 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 selected 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 and repair all water damage 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, Landlord and Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover Additionally, Landlord's architect shall be payable in addition to, provide services for Approved Drawings at Landlord's sole cost and without any application of, offset against or adjustment of, the Cancellation Fee.expense. Exhibit D --------- Rules and Regulations ---------------------

CANCELLATION OPTION. Provided Tenant is not fully and completely satisfies each of the conditions set forth in default this Section 33, Tenant shall have a one-time option (beyond any applicable cure period"CANCELLATION OPTION") under to terminate this Lease effective between the Lease at the time of notice or at the time of cancellationperiod ("CANCELLATION PERIOD") commencing on January 1, and no event exists which2003 to March 31, 2003, with the giving exact cancellation date ("CANCELLATION DATE") to be the date within the Cancellation Period specified by Tenant in Tenant's Cancellation Notice (as defined below) but in no event earlier than nine (9) months after the date of notice or passage of time or both, would become a default, then Tenant shall have Tenant's Cancellation Notice. In order to exercise the right to cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day , Tenant must fully and completely satisfy each and every one of the sixty-fifth following conditions: (65tha) full calendar month Tenant must give Landlord written notice ("CANCELLATION NOTICE") of the Lease Term (the “its intention to terminate this Lease, which Cancellation Date”), upon Notice must be delivered to Landlord at least nine (9) full calendar months’ months prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers expiration of the Cancellation Fee Period, (as defined belowb) contemporaneously with at the time of the Cancellation Notice, time being Tenant shall not be in material default under this Lease after expiration of the essence hereof. The Cancellation Option is conditioned upon applicable notice and cure periods, (ic) Tenant requesting from Landlord in writing prior to the date concurrently with Tenant's delivery 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 to Landlord along with the Cancellation 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 (1) on or before Cancellation DateLandlord, Tenant shall vacate and surrender pay to Landlord a cancellation fee ("CANCELLATION FEE") equal to the Premises to Landlordsum of (i) the unamortized balance, 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation Date, of the brokerage commissions paid by Landlord and Tenant shall be released of further obligations under the in connection with this Lease, except for those accrued but unpaid, for reconciliations plus (ii) an amount equal to four (4) months' Monthly Rent calculated at the rate payable at the time of Additional Rent to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and (d) Tenant shall be treated as a holdover have satisfied all of Tenant's surrender obligations under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Fee.Section 9.1

CANCELLATION OPTION. Provided 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 no event exists which, with the giving of notice or passage of time or both, would become a default, then Tenant Lessee shall have the right one time option to cancel the Lease (the “Cancellation Option”). such cancellation to be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon at least nine (9) full calendar months’ prior written notice to Landlord (the “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The Cancellation Option 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 to Landlord along with the Cancellation 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination of the Lease, and (2) effective as of the Cancellation end of the sixtieth (60th) month of the term of this Lease, by giving written notice to Lessor of its intention to so terminate this Lease no later than the end of the forty-eighth (48th) month of the term of this Lease. If Lessee timely exercises Lessee's cancellation option in accordance with this Section 2.6, then, on or before any such termination date, Lessee shall pay Lessor a cancellation fee equal to the sum of (i) Six Hundred Fifty-Eight Thousand One Hundred Thirty-Five and 46/100 Dollars ($658,135.46), which consists of the unamortized allowances (including construction, refurbishment, space planning and decorating) and commissions shown on Exhibit F, attached hereto and incorporated herein for all purposes, and paid or incurred by Lessor in connection with this Lease, plus an interest factor on such amount of eight percent (8%) per annum commencing on the date of payment by Lessor, with amortization commencing on the Commencement Date, Landlord and Tenant shall be released of further obligations under the Lease(ii) a dollar amount equal to all unamortized allowances, except for those accrued but unpaid, for reconciliations of Additional Rent commissions and tenant finish costs not shown on Exhibit F that are related to be made following delivery of the Statement for the last calendar year of the Lease Term, and for those indemnity and other obligations which by their nature or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right any space added to possession of the Premises after the Cancellation Date Commencement Date, plus an interest factor equal to eight percent (8%) per annum from the date of payment by Lessor, with amortization based on, in each instance, the ratio of the number of months remaining in the unexpired term of this Lease from the effective date of the addition of such space to the Premises until the effective date of such cancellation, to the total number of months remaining in the unexpired term of this Lease from the effective date of the addition of such space to the Premises until the end of the stated term, without regard to such cancellation option. If Lessee fails to make such payment when due, such failure shall, at Lessor's sole option, nullify Lessee's notice of cancellation and constitute an event of default under this Lease, entitling Lessor to all of Lessor's remedies under this Lease, as well as all remedies otherwise available to Lessor, including, without limitation, any and all rights for recovery of the cancellation fee, reasonable attorney's fees and expenses and, if necessary, eviction. The method of calculating the cancellation fee set out in (i) above is shown on Exhibit F attached hereto and made a part hereof and such methodology shall be treated as applied to any calculations performed for purposes of (ii) above. If Lessee does not give Lessor the notice required by this Section 2.6 in a holdover under timely manner, this Lease shall remain in full force and effect for the Lease if it fails to timely vacate remaining sixty (60) months of the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feeterm.

CANCELLATION OPTION. Provided Notwithstanding anything to the contrary contained in ------------------- this Lease, provided Tenant is not in default (hereunder beyond any applicable notice and cure period) under period or in the Lease at the time of notice or at the time of cancellation, and no event exists which, with the giving of notice or passage of time or both, would become a that Tenant is in default, then if Tenant shall cure such default, Tenant shall have the right option to cancel terminate this Lease, effective as of (i) the completion of the seventh (7th) Lease Year; (ii) the completion of the eighth (8th) Lease Year; and (iii) the completion of the ninth (9th) Lease Year (the “"Cancellation Option”Dates") by providing Landlord with written notice of such option election (the "Cancellation Notice"). such cancellation to Such Cancellation Notice shall be effective on the last day of the sixty-fifth (65th) full calendar month of the Lease Term (the “Cancellation Date”), upon only if it is given to Landlord at least nine (9) full calendar months’ months prior written notice 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 “Cancellation Notice”), provided that Tenant delivers the Cancellation Fee (as defined below) contemporaneously with the Cancellation Notice, time being of the essence hereof. The respective Cancellation Option is conditioned upon 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 paragraph, Tenant shall pay to Landlord, as a cancellation fee, an amount equal to the sum of (i) Tenant requesting from Landlord in writing prior $338,962.00 with respect to a cancellation effective at the date completion of the Cancellation Notice additional space in the Complex to accommodate Tenant’s expansion plansseventh (7th) Lease Year; (ii) Landlord notifying Tenant in writing that it does not have such expansion space available for Tenant$237,022.00 with respect to a cancellation effective at the completion of the eighth Lease Year; and or (iii) $124,407.00 with respect to a cancellation effective at the completion of the ninth (9th) Lease Year. Tenant delivering shall also pay to Landlord along an amount equal to the unamortized portion of any tenant improvement allowance, leasing commissions, free or reduced rent, if any, 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 Tenant to Landlord at least thirty (30) days prior to the Cancellation Notice Date. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a copy penalty but a reasonable pre-estimate of the loss incurred by Landlord as a fully executed lease result of office space such early termination of this Lease (which loss is impossible to calculate more precisely) and, in another office building that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for space that is equal to or greater in square footage than the Premises its obligations under this Lease plus to and through 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 (1) on or before Cancellation Date, Tenant shall vacate and surrender including, without limitation, Additional Rent that accrues pursuant to the 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 provisions of this Lease regarding surrender of the Premises upon the expiration or sooner termination terms of the Lease, and (2) effective as with all of such obligations surviving the early termination of the Cancellation Date, Landlord and term of this Lease. The rights granted to Tenant shall be released of further obligations under the Lease, except for those accrued but unpaid, for reconciliations of Additional Rent this paragraph are personal to be made following delivery of the Statement for the last calendar year of the Lease TermTenant, and for those indemnity in the event of any assignment of this Lease or sublease by Tenant (except to a permitted assignee under Section 20.1 or to an assignee which is approved by Landlord in writing), this Cancellation Option shall thenceforth be void and other obligations which by their nature of no further force or the express terms of the Lease survive the Cancellation Date. If Tenant timely exercises the Cancellation Option, Tenant shall have no right to possession of the Premises after the Cancellation Date and shall be treated as a holdover under the Lease if it fails to timely vacate the Premises. Any amounts owing as a holdover shall be payable in addition to, and without any application of, offset against or adjustment of, the Cancellation Feeeffect.