Common use of Expansion Date and Expansion Term Clause in Contracts

Expansion Date and Expansion Term. The term of the lease by Tenant of the Expansion Space (the “Expansion Term”) shall commence on September 1, 2019 (the “Expansion Date”), and shall expire, unless otherwise sooner terminated pursuant to the terms of the Lease, at 11:59 p.m. on January 233 Wilshire / GoodRX, Inc. / AT / September 17, 2019 31, 2023 (the “Termination Date”); provided, however, that the Expansion Date is subject to delay (which delay may shorten the Expansion Term) in accordance with this Section 2 as provided hereinbelow. Tenant acknowledges that the Expansion Space is currently occupied by an existing tenant (the “Existing Tenant”), pursuant to an existing lease between Landlord and the Existing Tenant, which existing lease is currently being amended to provide for Existing Tenant’s surrender of the Expansion Space, and relocation to other premises in the Building, on or before August 31, 2019 (the “Anticipated Surrender Date”). If Landlord is unable to deliver exclusive possession of the Expansion Space to Tenant on the Expansion Date, as a result of the Existing Tenant failing to timely surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then subject to the remaining terms of this Section 2, this Sixth Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession; provided, however, the Expansion Date shall not occur and Tenant shall not be obligated to pay Base Rent or Additional Rent for the Expansion Space until such exclusive possession of the Expansion Space has been tendered to Tenant by Landlord (but no such delay in the Expansion Date shall affect the Termination Date of Tenant’s lease of the Expansion Space). Except for such delay in the Expansion Date and resulting delay in the commencement of Rent for the Expansion Space, Landlord’s failure to tender exclusive possession of the Expansion Space to Tenant on the Anticipated Expansion Date shall in no way affect Tenant’s obligations hereunder. If the Existing Tenant fails to surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then for all purposes hereunder, the Expansion Date shall mean the first day after the Existing Tenant surrenders the Expansion Space to Landlord and Landlord tenders exclusive possession of the Expansion Space to Tenant. Tenant’s taking possession of the Expansion Space and/or commencing Tenant’s normal business operations in the Expansion Space shall be deemed conclusive evidence that, as of the Expansion Date, the Expansion Space is in good order and repair.

Expansion Date and Expansion Term. The term lease of the lease by Expansion Space shall be effective, and Landlord shall deliver possession of Expansion Space to Tenant for occupancy upon, the date which is the next business day after Substantial Completion (as hereinafter defined) of the Landlord Work contemplated in Exhibit B (“Expansion Date”) and, upon such delivery, the Expansion Space shall become a part of the “Premises” as defined in the Lease. The anticipated Expansion Date is February 15, 2010. In the event of any Tenant Delay (as such term is defined in Exhibit B), in addition to any other remedies available to Landlord under the Lease or applicable law, the Expansion Date shall be the next business day after the date the Improvements would have been Substantially Completed had no such Tenant Delay occurred. Landlord and Tenant shall promptly execute an amendment to the Lease, confirming the finalized Expansion Date and Expansion Term as soon as they are determined. For purposes of establishing the Expansion Date, Substantial Completion shall be defined as and the Landlord Work shall be deemed “Substantially Complete”, when the Landlord Work as described in Exhibit B is complete and the City of Los Angeles has issued a final sign-off on all building permits for such Landlord Work, except for millwork or minor, insubstantial details of construction, corrective work or decoration of a purely cosmetic nature or mechanical adjustments which remain to be done which taken together will not materially interfere with Tenant’s quiet enjoyment and full utilization of the entirety of the Expansion Space (the “Expansion TermPunchlist Matters”) and Landlord shall commence on September 1, 2019 (the “Expansion Date”), and shall expire, unless otherwise sooner terminated pursuant to the terms of the Lease, at 11:59 p.m. on January 233 Wilshire / GoodRX, Inc. / AT / September 17, 2019 31, 2023 (the “Termination Date”); provided, however, that the Expansion Date is subject to delay (which delay may shorten the Expansion Term) in accordance with this Section 2 as provided hereinbelow. Tenant acknowledges that the Expansion Space is currently occupied by an existing tenant (the “Existing Tenant”), pursuant to an existing lease between Landlord and the Existing Tenant, which existing lease is currently being amended to provide for Existing Tenant’s surrender of the Expansion Space, and relocation to other premises in the Building, on or before August 31, 2019 (the “Anticipated Surrender Date”). If Landlord is unable to deliver exclusive have delivered possession of the Expansion Space to the Tenant on the Expansion Date, as a result (which delivery shall have occurred upon delivery of the Existing Tenant failing keys to timely surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then subject to the remaining terms of this Section 2, this Sixth Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession; provided, however, the Expansion Date shall not occur and Tenant shall not be obligated to pay Base Rent or Additional Rent for the Expansion Space until such exclusive possession of the Expansion Space has been tendered to Tenant by Landlord (but no such delay in the Expansion Date shall affect the Termination Date of Tenant’s lease of the Expansion Space). Except for such delay in the Expansion Date and resulting delay in the commencement of Rent for the Expansion Space, Landlord’s failure to tender exclusive possession of the Expansion Space to Tenant on the Anticipated Expansion Date shall in no way affect Tenant’s obligations hereunder. If the Existing Tenant fails to surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then for all purposes hereunder, the Expansion Date shall mean the first day after the Existing Tenant surrenders the Expansion Space to Landlord and Landlord tenders exclusive possession of the Expansion Space to Tenant). Substantial Completion shall be deemed to have occurred notwithstanding a requirement to complete Punchlist Matters. Landlord shall provide Tenant with notice of Landlord’s estimate of Substantial Completion approximately ten (10) business days prior to Landlord’s good faith estimate of when Substantial Completion is expected to occur (which notice requirement, notwithstanding any contrary provisions of the Lease, may be satisfied by delivering notice to the person identified as Tenant’s representative in Section 6.1 of Exhibit B attached hereto), provided that such notice shall represent Landlord’s good faith estimate only and shall not constitute a representation, warranty or covenant as to Substantial Completion occurring on the particular date stated in the notice; such notice shall have no bearing on establishment of the Expansion Date; and Landlord shall have no liability in the event Landlord’s good faith estimate is inaccurate. However, Substantial Completion cannot occur unless Landlord shall have given the notice to Tenant of the anticipated Substantial Completion date approximately ten (10) business days prior to the good faith estimate of the Substantial Completion date. Tenant’s taking possession of the Expansion Space and/or commencing Tenant’s normal business operations in the Expansion Space shall be deemed conclusive evidence that, as of the Expansion Date, Landlord has Substantially Completed the Tenant Improvements contemplated hereunder, except for any Punchlist Matters (as such term is defined in Exhibit B attached hereto) to be completed as identified on the Punchlist prepared by Landlord pursuant to Exhibit B. If for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver possession of the Expansion Space to Tenant on the anticipated Expansion Date, this Third Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession. However, Tenant shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that Tenant is required to pay for the Expansion Space pursuant to this Third Amendment until the next business day after Substantial Completion, subject to any Tenant Delay. Except for such delay in the commencement of Rent (but subject to any acceleration of the Expansion Date as a result of any Tenant Delay), Landlord’s failure to give possession on the anticipated Expansion Date shall in no way affect Tenant’s obligations hereunder. If possession of the Expansion Space is not tendered by Landlord within forty-five (45) days after the anticipated Expansion Date, then, subject to any Tenant Delay, Tenant shall have the right to terminate the terms of this Third Amendment only (and not the Lease) by giving written notice to Landlord within ten (10) days after such failure. Landlord shall have ten (10) business days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), the entire Lease shall terminate upon a second (2nd) written notice from Tenant after such failure to cure. If such notice of termination is not so given by Tenant within said ten (10) day time period, then this Third Amendment shall continue in good order full force and repaireffect. If, due to Force Majeure, Landlord is unable to tender possession of the Expansion Space within sixty (60) days after the anticipated Expansion Date (but subject to a day for day extension for each day of a Tenant Delay), then this Third Amendment and the rights and obligations of Landlord and Tenant under this Third Amendment only shall terminate automatically, without further liability by either party to the other, and without further documentation being required.

Expansion Date and Expansion Term. The term of the lease by Tenant of the Expansion Space (the “Expansion Term”) shall commence on September 1, 2019 the next day after the date Landlord substantially completes the Improvements contemplated under Exhibit B and delivers the Expansion Space to Tenant (the “Expansion Date”), and shall expire, unless otherwise sooner terminated pursuant to the terms of the Lease, at 11:59 p.m. on January February 28, 2022 (the “Termination Date”). The anticipated Expansion Date is March 16, 2017. Tenant shall have no obligation to remove any Improvements made by Landlord pursuant to the Work Letter attached to hereto as Exhibit B, except that Tenant shall remove all data, telecom and other cabling and wiring installed by or for Tenant in the Expansion Space (including any of the same installed above the ceiling plenum). For purposes of establishing the Expansion Date, substantial completion shall be defined as that point in the construction process when a majority of all of the structural, mechanical, plumbing and electrical work specified herein has been performed; the paint, carpet, hard flooring materials, and base moldings, if any, have been installed, and a majority of the other finish work specified in the Final Plans and Specifications have been completed in such a manner that Tenant could, if it took possession of the Expansion Space, conduct normal business operations in the Expansion Space. Notwithstanding the foregoing, Landlord shall place temporary carpet tile to cover any area where the concrete underneath the flooring is exposed in the Expansion Space. Once Landlord receives the specifications for the existing carpet tile in the Expansion Space, Landlord shall provide Tenant with carpet tile samples and Tenant shall choose a finish that is reasonably acceptable to both Landlord and Tenant. 233 Wilshire / GoodRX, Inc. / AT MK / September 17January 27, 2019 312017 S-1 Initial Initial Initial Initial In the event of any Tenant Delay (as such term is defined in Exhibit B), 2023 in addition to any other remedies available to Landlord under the Lease or applicable law, the Expansion Date shall be the next day after the date the Improvements would have been substantially completed had no such Tenant Delay occurred. Landlord and Tenant shall promptly execute a factually accurate amendment to the Lease (the “Termination DateMemorandum”); provided, however, that ) confirming the finalized Expansion Date as soon as it is subject to delay (which delay may shorten the Expansion Term) in accordance with this Section 2 as provided hereinbelowdetermined. Tenant acknowledges that shall execute the Expansion Space is currently occupied by an existing tenant Memorandum (or provide comments to the “Existing Tenant”), pursuant Memorandum if Tenant believes any items contained therein are not accurate) and return it to an existing lease between Landlord and within thirty (30) days after receipt thereof. The parties shall negotiate the Existing Tenant, which existing lease is currently being amended to provide for Existing Tenant’s surrender of the Expansion Space, and relocation to other premises Memorandum in the Building, on or before August 31, 2019 (the “Anticipated Surrender Date”)good faith. If for any reason (including any Tenant Delay or Landlord’s inability to complete the Improvements called for hereunder) Landlord is unable to deliver exclusive possession of the Expansion Space to Tenant on the anticipated Expansion Date, as a result of the Existing Tenant failing to timely surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then subject to the remaining terms of this Section 2, this Sixth First Amendment shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession; provided. However, however, the Expansion Date shall not occur and Tenant shall not be obligated to pay the Base Rent or Additional Rent that Tenant is required to pay for the Expansion Space pursuant to this First Amendment until such exclusive possession of the Expansion Space has been tendered delivered to Tenant by Landlord (but no such delay in the Expansion Date shall affect the Termination Date of Tenant’s lease of the Expansion Space)Landlord, subject to any Tenant Delay. Except for such delay in the Expansion Date and resulting delay in the commencement of Rent for (but subject to any acceleration of the Expansion SpaceDate as a result of any Tenant Delay), Landlord’s failure to tender exclusive give possession of the Expansion Space to Tenant on the Anticipated anticipated Expansion Date shall in no way affect Tenant’s obligations hereunder. If the Existing Tenant fails to surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then for all purposes hereunder, the Expansion Date shall mean the first day after the Existing Tenant surrenders the Expansion Space to Landlord and Landlord tenders exclusive possession of the Expansion Space is not tendered by Landlord within sixty (60) days after the anticipated Expansion Date, then, subject to Tenantany Tenant Delays, Tenant shall have the right to terminate this First Amendment, with respect to the Expansion Space only, by giving written notice to Landlord. Tenant’s taking Landlord shall have thirty (30) days after receipt of such notice to cure such failure and, if Landlord has not cured the matter within such time period (subject to any Tenant Delay), this First Amendment, with respect to the Expansion Space only, shall terminate automatically, without further liability by either party to the other, and without further documentation being required. If, due to Force Majeure, Landlord is unable to tender possession of the Expansion Space and/or commencing Tenant’s normal business operations in within one hundred twenty (120) days after the anticipated Expansion Date (but subject to a day for day extension for each day of a Tenant Delay), then this First Amendment, with respect to the Expansion Space only, and the rights and obligations of Landlord and Tenant hereunder, shall be deemed conclusive evidence thatterminate automatically, as of without further liability by either party to the Expansion Dateother, the Expansion Space is in good order and repairwithout further documentation being required.

Expansion Date and Expansion Term. The term of expansion contemplated hereunder shall be effective the lease by Tenant of next business day after the Expansion Space (date Landlord substantially completes the “Expansion Term”) shall commence on September 1, 2019 improvements contemplated under Paragraph 11.1 below (the “Expansion Date”), and shall expirecontinue for such period of time, co-terminus with the term of the Lease for the Existing Premises, the Termination Date, unless otherwise sooner terminated pursuant to the terms of the Lease, at 11:59 p.m. on January 233 Wilshire / GoodRX, Inc. / AT / September 17, 2019 31, 2023 (the “Termination DateExpansion Term”); provided. For the purposes of establishing the Expansion Date, howeversubstantial completion shall be defined as that point in the construction process when all of the Landlord’s Work to be performed under Paragraph 11.1 below has been completed in such a manner that Tenant could, if it took possession of the Expansion Premises, enjoy beneficial occupancy thereof. Tenant’s taking delivery of keys to the Expansion Premises shall constitute Tenant’s acknowledgment that Landlord has substantially completed the Landlord’s Work, and that the Expansion Premises is in good condition and order. The anticipated Expansion Date is subject January 15, 2006. Landlord and Tenant shall promptly execute an amendment to delay (which delay may shorten the Expansion Term) in accordance with this Section 2 as provided hereinbelow. Tenant acknowledges that the Expansion Space is currently occupied by an existing tenant Lease (the “Existing TenantSixth Amendment”), pursuant to an existing lease between Landlord and confirming the Existing Tenant, which existing lease is currently being amended to provide for Existing Tenant’s surrender of the finalized Expansion SpaceDate, and relocation to other premises in the BuildingExpansion Term, on or before August 31, 2019 (the “Anticipated Surrender Date”)as soon as they are confirmed. If for any reason (including Landlord’s inability to complete the Landlord’s Work called for hereunder) Landlord is unable to deliver exclusive possession of the Expansion Space Premises to Tenant on the anticipated Expansion Date, as a result of the Existing Tenant failing to timely surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then subject to the remaining terms of this Section 2, this Sixth Amendment Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession; provided.. However, however, solely with respect to the Expansion Date shall not occur and Premises, Tenant shall not be obligated to pay any increase in the Base Rent or Additional Rent Rent, as called for hereunder with respect to the Expansion Space Premises, until such exclusive possession of the Expansion Space has been tendered to Tenant by Landlord (but no such delay in the Expansion Date shall affect the Termination Date of Tenant’s lease of the Expansion Space(as defined and confirmed in this paragraph). Except for such delay in the Expansion Date and resulting delay in the commencement of Rent for the Expansion SpaceRent, Landlord’s failure to tender exclusive give possession of the Expansion Space to Tenant Premises on the Anticipated anticipated Expansion Date shall in no way affect Tenant’s obligations hereunder. If the Existing Tenant fails to surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then for all purposes hereunder, the Expansion Date shall mean the first day after the Existing Tenant surrenders the Expansion Space to Landlord and Landlord tenders exclusive possession of the Expansion Space to Tenant. Tenant’s taking possession of Premises is not tendered by Landlord within one hundred twenty (120) days after the Expansion Space and/or commencing Tenant’s normal business operations in the Expansion Space shall be deemed conclusive evidence that, as of the anticipated Expansion Date, then Tenant shall have the right to terminate the provisions of this Fifth Amendment with respect to the Expansion Space Premises only by giving written notice to Landlord within ten (10) days after such failure. If such notice of termination is not given by Tenant within said ten (10) day period, then the provisions of this Fifth Amendment shall continue in good order full force and repaireffect.

Expansion Date and Expansion Term. The expansion contemplated under this First Amendment and the term of the lease by Tenant of for the Expansion Space (shall be effective the “Expansion Term”) shall commence on September 1, 2019 next business day after the date Landlord substantially completes the improvements contemplated under Exhibit B (the “Expansion Date”), through and shall expireincluding midnight on June 30, unless otherwise sooner terminated pursuant to the terms of the Lease, at 11:59 p.m. on January 233 Wilshire / GoodRX, Inc. / AT / September 17, 2019 31, 2023 2008 (the “Termination DateExpansion Term”); provided, however, that . For the purposes of establishing the Expansion Date is subject Date, substantial completion shall be defined as that point in the construction process when all of the work to delay (which delay may shorten be performed under Exhibit B has been completed in such a manner that Tenant could, if it took possession of the Expansion Term) in accordance with this Section 2 as provided hereinbelowSpace, enjoy beneficial occupancy thereof. Tenant acknowledges Tenant’s taking delivery of keys to the Expansion Space shall constitute Tenant’s acknowledgment that Landlord has substantially completed the improvements contemplated hereunder, and that the Expansion Space is currently occupied by in good condition and order. The anticipated Expansion Date is November 1, 2005. Landlord and Tenant shall promptly execute an existing tenant amendment to the Lease (the “Existing TenantSecond Amendment”), pursuant confirming the finalized Expansion Date and Expansion Term as soon as they are determined. Provided that Tenant does not delay Landlord’s completion of the Improvements (as defined in Exhibit B), Tenant may enter the Expansion Space up to an existing lease between Landlord and one (1) calendar week prior to the Existing TenantExpansion Date, which existing lease is currently being amended to provide solely for Existing the purpose of installing Tenant’s surrender of the Expansion Spacefurniture, fixtures and relocation to other premises in the Buildingequipment, on or before August 31, 2019 computer and telephone cabling (the “Anticipated Surrender DateFF&E Period”). Prior to Tenant’s early possession of the Premises during the FF&E Period, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant’s entry during the FF&E Period. Said early possession during the FF&E Period shall be subject to Tenant complying with all of the provisions and covenants contained herein, except that Tenant shall not be obligated to pay any increase in Fixed Monthly Rent or Additional Rent that Tenant is required to pay hereunder attributable to the Expansion Space until the Expansion Date. If Tenant’s early possession during the FF&E Period does so delay completion of the Improvements, then the Expansion Date shall be deemed to be the date that the Improvements would have been completed had no such delay occurred. If for any reason (including Landlord’s inability to complete the Tenant Improvements called for hereunder) Landlord is unable to deliver exclusive possession of the Expansion Space to Tenant on the anticipated Expansion Date, as a result of the Existing Tenant failing to timely surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then subject to the remaining terms of this Section 2, this Sixth Amendment Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any damage resulting from Landlord’s inability to deliver such possession; provided. However, however, solely with respect to the Expansion Date shall not occur and Space, Tenant shall not be obligated to pay Base any increase in the Fixed Monthly Rent or Additional Rent Rent, as called for hereunder with respect to the Expansion Space Space, until such exclusive possession of the Expansion Space has been tendered to Tenant by Landlord (but no such delay in the Expansion Date shall affect the Termination Date of Tenant’s lease of the Expansion Space(as defined and confirmed in this paragraph). Except for such delay in the Expansion Date and resulting delay in the commencement of Rent for the Expansion SpaceRent, Landlord’s failure to tender exclusive give possession of the Expansion Space to Tenant on the Anticipated anticipated Expansion Date shall in no way affect Tenant’s obligations hereunder. If the Existing Tenant fails to surrender the Expansion Space to Landlord on or before the Anticipated Surrender Date, then for all purposes hereunder, the Expansion Date shall mean the first day after the Existing Tenant surrenders the Expansion Space to Landlord and Landlord tenders exclusive possession of the Expansion Space is not tendered by Landlord within one hundred twenty (120) days after the anticipated Expansion Date, then Tenant shall have the right to Tenant. Tenant’s taking possession terminate the provisions of this First Amendment with respect to the Expansion Space and/or commencing Tenant’s normal business operations only by giving written notice to Landlord within ten (10) days after such failure. If such notice of termination is not given by Tenant within said ten (10) day period, then the provisions of this First Amendment shall continue in full force and effect. If such possession is not tendered within three hundred sixty (360) days after the anticipated Expansion Date, then this First Amendment with respect to the Expansion Space only, and the rights and obligations of Landlord and Tenant hereunder, shall be deemed conclusive evidence thatterminate automatically, as of the Expansion Date, the Expansion Space is in good order and repairwithout further documentation being required.