Common use of Expansion Options Clause in Contracts

Expansion Options. (a) First Expansion. APL shall have the option (the "First Expansion Option") to lease between 10,000 and 12,000 rentable square feet of space on one floor of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) First Expansion. APL shall have the [Intentionally omitted]. (b) An option (the "First “Second Expansion Option"”) to lease between 10,000 and 12,000 rentable square feet of space on one floor of add to the Building (Premises the location and exact size and configuration of which Twentieth Floor Part B. The Second Expansion Option shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier than May 1, 2000, and not later than June 30December 2, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date1994. (bc) Second Expansion. APL shall have the An option (the "Second “Third Expansion Option"”) to lease one additional floor of add to the Building (which Premises the Twentieth Floor Part C. The Third Expansion Option shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier later than May 1December 2, 20021996. (d) An option (the “Fourth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-first Floor of the Building. The Fourth Expansion Option shall be exercised, and if at all, by written notice from Tenant to Landlord given not later than June 30December 2, 2002 1998. (subject e) An option (the “Fifth Expansion Option”) to add to the provisions Premises all of Subsection 4.3(cthe Square Feet on the twenty-second Floor of the Building. The Fifth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2000. (f) below). Landlord shall notify APL in writing An option (the "“Sixth Expansion Designation Notice"Option”) to add to the Premises all of the date of commencement Square Feet on the twenty-third Floor of the term Building. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option (the “Seventh Expansion Option”) to add to the Premises all of the lease Square Feet on the twenty-fourth Floor of the Second Expansion Space, Building and the exact size and location one half of the Second number of Square Feet on the twenty-fifth Floor of the Building. The Seventh Expansion SpaceOption shall be exercised, if at all, by written notice from Tenant to Landlord given not less later than six (6) months prior to December 2, 2004. Any such commencement datenotice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02.

Expansion Options. (a) First Expansion. APL TENANT shall have the option (the "First Expansion Option") options to lease between 10,000 and 12,000 rentable square feet of space on one floor all or part of the space in the Building (not then included in the location and exact size and configuration of which shall be designated by Landlord Leased Premises, as provided below in this Section 36. LANDLORD agrees to offer to TENANT, some time between the beginning of the fourth Lease Year and which spacethe end of the sixth Lease Year, all of the space in the Building not included in the Leased Premises (provided LANDLORD need not offer common area space unless it is otherwise offering, at Landlord's electionthat time, may consist all of either the remainder of the space in the Building). LANDLORD need not offer all of such space to TENANT at one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") time. LANDLORD agrees not to enter into any leases with third parties for such space for a term (Aincluding extension options) commencing on in excess of five years, except as provided below. Upon request by TENANT, LANDLORD will notify TENANT, with respect to any leases for such space, of the expiration dates of such leases so that TENANT will be able to anticipate when such space will be available. LANDLORD will offer all or a portion of such space to TENANT by written notice to TENANT, identifying the anticipated date of delivery. TENANT will have until the later of 30 days after receipt of LANDLORD's notice or the date 60 days prior to the beginning of the fourth Lease Year to accept such space as part of the Leased Premises, which acceptance shall be in writing. If TENANT accepts LANDLORD's offer of any of the remaining space in the Building, TENANT shall lease such space for a term equal to the greater of five (5) years or datesthe remaining term of this Lease at such time, if upon the First Expansion Space consists same terms and conditions as contained in this Lease, with Base Rent for the period before what prior to the expansion was the expiration of two (2) increments) the term of this Lease to be at the same per square foot rate, as it changes from time to time, as applies to the balance of the Leased Premises, and with Base Rent for the period after what prior to the expansion was the expiration of the term of this Lease to be at the same per square foot rate as applies to the balance of the Leased Premises immediately prior to such expiration date, and the Tenant Improvement Allowance with respect to such space shall be $17.00 per rentable square foot for office space and $2.00 per rentable square foot for storage space (with the allocation of office and storage space designated by LandlordTENANT), but multiplied by a fraction, the numerator of which is the number of months of the term for such expansion space and the denominator of which is 108. Notwithstanding anything in this Section 36 to the contrary, (a) the Base Rent for expansion option space shall never be less than the Base Rent calculated at the per square foot rate prescribed in Section 2 for the ninth Lease Year; and (b) if TENANT takes delivery of an expansion option space at a time when Market Rate Rent is already in effect and when the Lease term has less than 2 years to run, the parties will redetermine Market Rate Rent at the time that the Lease term would otherwise have expired. If the term for the Leased Premises prior to the exercise of an expansion option would expire prior to the expiration of the term with respect to the space added by exercise of an expansion option, the term for the Leased Premises prior to the exercise of an expansion option shall be within automatically extended to coincide with the period commencing on January 1, 2001term with respect to the expansion option space, and ending the Base Rent per rentable square foot shall be computed on December 31the same basis as for the expansion option space. The rent and the term with respect to the expansion option space will commence upon LANDLORD's delivery of exclusive possession to TENANT after LANDLORD's completion of the tenant improvements required by TENANT and delivery to TENANT of LANDLORD's architect's certificate of completion and a certificate of occupancy by the City of Minnetonka. If TENANT accepts LANDLORD's offer with respect of any of the expansion option space and LANDLORD is unable to deliver exclusive possession of such space to TENANT in the condition required, 2002together with the two required certificates, on or before the date 180 days after LANDLORD's anticipated date of delivery set forth in LANDLORD's offer, TENANT may terminate this Lease by giving 150 days' prior written notice to LANDLORD within 90 days after the end of such 180-day period, in which event neither party shall have any further obligations under this Lease, except for LANDLORD's obligation to return the security deposit as required herein and (B)Eending upon other obligations which expressly survive the termination or expiration of this Lease. APL shall If TENANT does not exercise the its option for the First Expansion Space, if at all, by written notice from APL as to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") any portion of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the expansion option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be space within the period commencing on January 1provided above or if TENANT terminates its expansion option with respect to the Expansion Space pursuant to Section 1 above, 2003, and ending on June 30, 2004, and LANDLORD may offer such space to third parties for any term desired by LANDLORD. If LANDLORD does not lease a portion of the expansion option space (B)Eending upon including the termination of this Lease. APL shall exercise the option for the Second Expansion Space) not accepted by TENANT within 6 months after the expiration of TENANT's period to exercise its option, LANDLORD shall again offer such space to TENANT on the same terms and conditions set forth above, except TENANT must exercise its option within 10 days after LANDLORD's offer. LANDLORD shall also offer any portion of the expansion option space (including the Expansion Space) not accepted by TENANT which LANDLORD leases to third parties when such space again becomes available on the same terms and conditions set forth above, except TENANT must exercise its option within 10 days after LANDLORD's offer. Notwithstanding anything to the contrary contained in this Section 36, the Base Rent for all of the Leased Premises will be computed based on the Market Rate Rent, as defined in Section 38 below, if at all, this Lease remains in existence (other than by written notice from APL reason of an extension pursuant to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to Section 37 below) after the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") end of the date of commencement fourteenth Lease Year. If TENANT exercises any expansion option, LANDLORD shall build out such space from its then "as is" condition, at LANDLORD's expense, using the Tenant Improvement Allowance set forth above. Any costs in excess of the term of Tenant Improvement Allowance shall be for TENANT's account. Notwithstanding the lease of foregoing, LANDLORD agrees to perform any necessary Landlord's Work, as defined in Exhibit E, with respect to any expansion option space at LANDLORD's sole expense, without diminishing the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement dateTenant Improvement Allowance established above for Tenant Improvements.

Expansion Options. (a) First Expansion. APL shall have Following the option (the "First Expansion Option") to lease between 10,000 and 12,000 rentable square feet of space on one floor initial lease-up of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which spaceperiod, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 purposes hereof shall end when ninety percent (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice"90%) of the date leasable space in the Building has been leased and occupied), throughout the Initial Term (and Renewal Term, if applicable) Tenant shall have a right of commencement first offer to lease any other space that becomes available for leasing in the Building following its initial leasing to a third party. Such right of first offer shall be subject to and exercisable strictly in accordance with the term terms of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement datethis Paragraph 4. (b) Second ExpansionFrom time to time during the Term, if Landlord reasonably expects any such space in the Building to become available for leasing, Landlord shall notify Tenant (“Offer Notice”) of the date on which Landlord reasonably expects the same to become available (which Landlord notice shall not be delivered to Tenant more than eighteen (18) months prior to the date on which Landlord expects the same to become available for leasing. APL Any space specified in an Offer Notice from Landlord shall have constitute “Offer Space,” as such term is used herein. A space shall be deemed to be “available for leasing,” as such phrase is used in this Paragraph 4 on the option (date on which the "Second Expansion Option") previous tenant’s or occupant’s rights to lease one additional floor of such space expire or are terminated. The parties acknowledge that the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (all space subject to the provisions Expansion Option is currently or will be occupied by other tenants. Landlord shall have no obligation to offer any such space to Tenant on any particular date, nor shall Landlord have any liability for any delay in delivering any such Offer Space to Tenant which results from a delay in the existing tenant vacating such Offer Space, and no such delay shall in any way constitute a default hereunder by Landlord or subject Landlord to any liability. If Tenant exercises its rights under this Xxxxxxxxx 0, Xxxxxxxx will use commercially reasonable efforts to regain possession of Subsection 4.3(cthe Offer Space upon the expiration of such other tenant’s or occupant’s rights with respect thereto. (c) Tenant’s right to lease said Offer Space shall be subject to the following conditions: (i) Tenant notifies Landlord in writing of Tenant’s intent to lease the Offer Space (“Leasing Notice”) on or before the tenth (10th) business day following Landlord’s Offer Notice; (ii) Pursuant to the terms of Tenant’s Leasing Notice, Tenant agrees to Lease: (1) all of the Offer Space specified in Landlord’s Offer Notice, or (2) at least fifty percent (50%) of such Offer Space, plus such additional portion thereof as may be necessary in order to ensure that: (x) the portion of the Offer Space to be leased by Tenant as well as the remainder of the Offer Space satisfies any code requirements; and (y) the remainder of the Offer Space shall be reasonably marketable to third parties in Landlord’s reasonable judgment; (iii) at the time of the aforesaid Leasing Notice, there is no existing Event of Default which is not remedied within the applicable cure periods set forth in Article 11 of the Lease; and (iv) at the time of the aforesaid Leasing Notice and throughout the period prior to Landlord’s delivery of the Offer Space to Tenant, Tenant has not: (1) assigned any portion of its interest under the Lease or subleased a total of more than 12,500 square feet (determined based upon the total of all then existing subleases applicable to any portion of the Leased Premises) of the Leased Premises to any third party other than pursuant to a Permitted Transfer as provided in Section 10(i) of the Lease, or (2) otherwise ceased to lease any portion of Leased Premises which were originally leased to Tenant under the Lease. In the event that any of the forgoing conditions are not satisfied, Landlord, at its option, may elect, at its sole option and in its sole and absolute discretion not to lease or offer the Offer Space to Tenant. (d) If Tenant fails to timely exercise its Expansion Option following an Offer Notice from Landlord, then Landlord may thereafter market and lease the applicable Offer Space to any other person or entity upon terms determined by Landlord in its sole and absolute discretion., subject to the following additional right of Tenant: At any time prior to Landlord entering into a letter of intent (which thereafter results in a lease) or lease with a third party with respect to the same, Tenant may exercise its Expansion Option as provided above. Such subsequent exercise shall remain subject to all of the conditions set forth subparagraph (c) above, and in addition, if Landlord has received a letter of intent or signed lease from a third party for all or a portion of the subject Offer Space, then Tenant must exercise its Expansion Option with respect to entire portion of such Offer Space being contemplated for lease by such third party. (e) If Tenant timely and properly exercises its right to lease the Offer Space, and the conditions applicable thereto (as set forth in subparagraph (c)) have been satisfied, Tenant’s leasing of the Offer Space shall be upon all of the terms and conditions of this Lease [including but not limited to the Term hereof (it being understood that Tenant’s leasing of the Offer Space shall be coterminous with Tenant’s leasing of the original Leased Premises, unless less than sixty (60) full calendar months remain in the then-current Term, in which case, as an additional condition of Tenant’s leasing the Offer Space, the then current Term (the Initial Term or Renewal Term, as applicable) shall be deemed extended by such additional period as is necessary to ensure Tenant’s leasing of the Offer Space and the balance of the Leased Premises for a full sixty (60) calendar months)] as modified by the terms of this subparagraph (e) and subparagraph (f) below. Upon Landlord’s delivery of the Offer Space, the Leased Premises shall include the Offer Space, and the total net rentable area thereof shall be appropriately increased. Tenant’s Basic Rent obligations with respect to the Offer Space shall commence on the date that Landlord delivers possession of the Offer Space to Tenant (“Delivery Date”). Tenant shall pay Landlord annual Basic Rent for the Offer Space, in an amount equal to the net rentable area of the Offer Space multiplied by the sum of (1) the then-escalated per square foot Basic Rent which Tenant is obligated to pay with respect to the original Office Space portion of the Lease Premises pursuant to Section 1(a)(2) of the Lease; and (2) the then-escalated amount payable by Tenant pursuant to Section 3(b) of the Lease with respect to the Office Space portion of the Leased Premises (expressed on a per square foot basis). Thereafter, said Basic Rent payable with respect to the Offer Space shall be escalated in accordance with (and at the same time as) the increase in Annual Basic Rent set forth in such Section 1(a)(2) of the Lease [***]. In addition to the Basic Rent, beginning on the first January 1st following the Delivery Date Tenant shall pay Landlord additional rent with respect to the Offer Space related to increases in Operating Expenses over those applicable to the calendar year in which the Delivery Date occurs. Such Additional Rent shall be payable in accordance with the terms of Article 3 of the Lease except that the “Base Year” for the purposes thereof shall be deemed to be the calendar year in which the Delivery Date occurs. (f) If Tenant timely exercises the Expansion Option and the conditions applicable thereto are satisfied, then Landlord shall deliver and Tenant shall accept possession of the Offer Space (or portion thereof with respect to which Tenant has exercised its Expansion Option to the extent permitted pursuant to the foregoing) in its then “as is” condition, and any alterations or improvements thereto necessary or desired by Tenant shall be performed in accordance with the terms of Exhibit B to the Lease. Landlord shall deliver and Tenant shall accept possession of the applicable Offer Space in its then “as is” condition, except that the same shall be broom clean, free of any prior occupants’ personal property and with all Building systems serving the same in good working order. Tenant, at its sole cost and expense, shall undertake any improvements and alterations to the Offer Space that Tenant deems necessary or desirable in connection with Tenant’s use or occupancy of the same (“Offer Space Improvements”), which Offer Space Improvements shall be performed subject to and in accordance with the terms of Exhibit B to the Lease (including without limitation, the requirement that Tenant obtains Landlord’s prior written approval with respect to the same). Landlord shall notify APL make available to Tenant an Offer Space Landlord Payment (herein so called) as set forth below. The use and payment of such Offer Space Landlord’s Payment shall be subject to the terms and conditions set forth in writing Paragraph 1 of this Addendum, except that the amount of such Offer Space Landlord’s Payment shall be determined by multiplying the following three figures: (1) the "Expansion Designation Notice"quotient resulting from dividing the number of full calendar months between the applicable Offer Space Rent Commencement Date (as defined below) and the last day of the date then-current Term (i.e., the Term for which Tenant shall lease and pay Basic Rent with respect to such Offer Space pursuant to the Lease, as such Term same may have been extended as required pursuant to the terms of commencement subparagraph (e) above) by 12; and (2) [***] and (3) the net rentable area of the term Offer Space with respect to which Tenant has exercised its Expansion Option. Such Offer Space Landlord Payment shall be paid to Tenant in accordance with the procedures and requirements set forth in Paragraph 1 of this Addendum. For the purposes hereof, the Offer Space Rent Commencement Date shall be the earlier to occur of: (i) substantial completion of the lease Offer Space Improvements in the Offer Space, or (ii) ninety (90) days after the date that Landlord delivers possession of such Offer Space to Tenant. Prior to Landlord’s delivery of the Second Expansion SpaceOffer Space to Tenant, Landlord and Tenant shall execute and deliver an amendment to this Lease in the pre-negotiated form attached to the Lease as Exhibit I) adding the applicable Offer Space to the Leased Premises (it being the intent of the parties that Tenant shall utilize such ninety (90) day period to plan, permit, and construct the exact size Offer Space Improvements in the Offer Space). (g) If Tenant timely and location properly exercises the Expansion Option granted hereby, prior to Landlord’s delivery of the Second Expansion Spaceapplicable Offer Space to Tenant, not less than six Tenant and Landlord shall execute an amendment to the Lease memorializing said expansion of the Leased Premises and the terms applicable thereto substantially in the form attached to the Lease as Exhibit I. (6h) months In the event of: (i) a failure of any of the conditions set forth in subparagraph (c) above prior to Landlord’s delivery of the Offer Space to Tenant, no such commencement datefailure shall relieve Tenant of its obligations with respect to such Offer Space (it being the intent of the parties that if Landlord delivers such Offer Space in accordance with the terms hereof, Tenant shall be responsible for all rental obligations hereunder with respect to such Offer Space). (i) Nothing in this Paragraph 4 shall in any way affect Tenant’s rights to the Additional Space or the terms and conditions applicable thereto set forth in Paragraph 3 hereof.

Expansion Options. Landlord grants to Tenant five (a5) First Expansion. APL shall have the option options (the ----------------- "First Expansion OptionOptions") to lease between 10,000 the Expansion Space on the terms and 12,000 rentable conditions of this Lease, except as set forth below. "Expansion Space" means the unleased space in the Project held for lease by Landlord, portions of which may be leased by Tenant pursuant to the exercise of an Expansion Option as described below. For each Expansion Option that is validly exercised by Tenant, subject to the terms of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of space on one floor rentable area in the Project. The dates by which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an Expansion Option, Landlord will diligently attempt to deliver vacant possession of the Building applicable Expansion Space to Tenant on or before the dates set forth below: Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can be exercised only by Tenant delivering unconditional written notice of exercise to Landlord on or before the applicable exercise date set forth above. If for any reason Landlord does not actually receive this unconditional written notice of exercise when required, that Expansion Option will lapse and become null and void. If Tenant fails to validly exercise at least two (2) out of the location first three (3) Expansion Options, the fifth (5/th/) Expansion Option will lapse and exact size become null and configuration void. The Expansion Options are granted to and may be exercised by Tenant on the express condition that, at the time of which shall the exercise and at all times before vacant possession of the Expansion Space is delivered to Tenant, Tenant is not in default. TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal to the Tenant originally named in this Lease and may not be designated exercised by Landlord as provided below or for anyone else (except by an Acquiring Entity), and which spaceif Tenant Transfers any part of this Lease or the Premises (except for Outside Subleases that all together aggregate less than 25% of the rentable area of the Premises when made, or Family Subleases that all together aggregate less than 75% of the rentable area of the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option term, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided election that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Option and all future Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, Options will lapse and ending on December 31, 2002, become null and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement datevoid. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. (a) First Expansion. APL Tenant shall have the option (the "First Expansion Option") to lease between 10,000 and 12,000 rentable the following: 1) approximately 21,661 square feet of space net rentable area on one the third floor of the Building as shown on Exhibit A (the location "Expansion Space A") on March --------- 23, 1999. Tenant shall have the option to lease all, but not less than all, of such Expansion Space A on the terms and exact size conditions hereinafter set forth; 2) approximately 4,958 square feet of net rentable area on the second floor as shown on Exhibit A (the "Expansion Space B") on July 1, 1999. Tenant --------- shall have the option to lease all, but not less than all, of such Expansion Space B on the terms and configuration conditions hereinafter set forth; and 3) approximately 9,936 square feet of which net rentable area on the seventh floor of the Building as shown on Exhibit A (the "Expansion Space C"), on --------- January 1, 2004 or earlier, as provided hereinbelow. Tenant shall have the option to lease all, but not less than all, of such Expansion Space C on the terms and conditions hereinafter set forth. If such Expansion Space C becomes available for lease prior to January 1, 2004, then Tenant's right to lease all, but not less than all of such Expansion Space C shall take effect upon written notice from Landlord that such Expansion Space C has become available to lease. Landlord shall have no liability to Tenant in the event any or all of Expansion Space A, Expansion Space B, or Expansion Space C are not available for lease on the dates set forth hereinabove. If any existing tenant of Expansion Space A or Expansion Space B or Expansion Space C or occupant of the foregoing expansion spaces holds over in violation of its lease such that the respective expansion space is not available for lease on the dates set forth hereinabove, Landlord shall promptly initiate and pursue appropriate legal action to evict such tenant or occupant from the affected expansion space. The Corporate Advisory Board Company Lease June 23, 1998 Final (i) As to Expansion Space A, Tenant has exercised its option for Expansion Space A by giving written notice thereof to Landlord not later than June 22, 1998, time being of the essence. Tenant shall lease the Expansion Space A on the same terms and conditions as the Demised Premises, including, without limitation, the obligation to pay Additional Rent for Expansion Space A, except that there shall be designated no rent abatement and the Basic Annual Rent shall be Twenty-nine Dollars ($29.00) per rentable square foot for the first and second Lease Years of the term of this Lease, subject to annual increases during the term of the Lease, in accordance with the schedule set forth hereinbelow. Tenant's Real Estate Tax Share after Expansion Space A has been added to the Demised Premises will increase by an additional 5.9775% and Tenant's Operating Expense Share after Expansion Space A has been added to the Demised Premises shall be increased by an additional 7.4052%. Tenant and Landlord shall enter into an amendment to this Lease at the time Tenant exercises its option for Expansion Space A to reflect the terms and conditions for the lease of such Expansion Space A, as provided below set forth herein. Tenant's Basic Rent for Expansion Space A shall be as follows: LEASE YEAR BASIC ANNUAL BASIC BASIC RENT PER ANNUAL MONTHLY SQUARE FOOT RENT RENT 1 and 2 $29.00 $628,169 $52,347.42 3 $29.58 $640,732.38 $53,394.37 4 $30.17 $653,512.37 $54,459.36 5 $30.77 $666,508.97 $55,542.41 6 $31.39 $679,938.79 $56,661.57 7 $33.39 $723,260.79 $60,271.73 8 $34.06 $737,773.68 $61,481.14 9 $34.74 $752,503.14 $62,708.60 10 $35.43 $767,449.23 $63,954.10 11 $36.14 $782,828.54 $65,235.71 (ii) As to Expansion Space B, Tenant shall exercise its option for Expansion Space B by giving written notice thereof to Landlord not later than October 1, 1998. Tenant shall lease the Expansion Space B on the same terms and conditions as the Demised Premises, including, without limitation, the obligation to pay Additional Rent for Expansion Space B, except that there shall be The Corporate Advisory Board Company Lease June 23, 1998 Final no rent abatement and Basic Annual Rent shall be an amount equal to the product of the number of square feet of rentable area attributable to Expansion Space B, multiplied by the then applicable per-square-foot Basic Annual Rent attributable to Expansion Space A (whether or not Tenant elects to lease Expansion Space A) in effect for each Lease Year of the remainder of the term of this Lease, beginning with the Lease Year in which spaceExpansion Space B is added to the Demised Premises, and further, to pay that Annual Basic Rent in equal monthly installments to Landlord with the Basic Monthly Rent paid for the Demised Premises. Tenant's Real Estate Tax Share after Expansion Space B has been added to the Demised Premises will increase by an additional 1.3682% and Tenant's Operating Expense Share after Expansion Space B has been added to the Demised Premises shall be increased by an additional 1.6950%. Tenant shall deliver to Landlord an additional security deposit in the amount of one full month's Basic Monthly Rent for Expansion Space B at Landlord's electionthe time Tenant exercises its option for Expansion Space B notwithstanding any other provision of this Lease relating to any reduction in the letter of credit serving as a Security Deposit hereunder. Tenant and Landlord shall enter into an amendment to this Lease at the time Tenant exercises its option for Expansion Space B to reflect the terms and conditions for the lease of such Expansion Space B, may consist as set forth herein. In the event that Tenant does not exercise its option for Expansion Space B within the applicable time period required by this Paragraph, Landlord shall be free to lease all or any part of either one (1) Expansion Space B to any other person or two (2) increments, entity on such terms and conditions that Landlord determines in Landlord's sole discretion, and Tenant's rights under this Paragraph 44 with respect to the Expansion Space B shall terminate. (iii) As to Expansion Space C, Tenant shall exercise its option for Expansion Space C by giving written notice thereof to Landlord not later than January 1, 2003, provided however, that in the event Expansion Space C becomes available for lease earlier than January 1, 2004, Tenant shall give Landlord written notice of Tenant's election to lease Expansion Space C within the thirty (30) day period hereinafter described. Tenant shall lease Expansion Space C on the same terms and conditions as the Demised Premises, including, without limitation, the obligation to pay Additional Rent for Expansion Space C, except that there shall be no increment rent abatement and the Basic Annual Rent shall consist be an amount equal to the product of less than four thousand (4,000) rentable the number of square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First rentable area attributable to Expansion Space consists of two (2) increments) to be designated C, multiplied by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject then applicable per-square- foot Basic Annual Rent attributable to the provisions of Subsection 4.3(c) below). Landlord shall notify APL Initial Demised Premises in writing (the "Expansion Designation Notice") effect for each Lease Year of the date of commencement remainder of the term of this Lease beginning in the Lease Year in which Expansion Space C is added to the Demised Premises, and further, to pay that Annual Basic Rent in equal monthly installments to Landlord with the Basic Monthly Rent paid for the Demised Premises. Tenant's Real Estate Tax Share after Expansion Space C has been added to the Demised Premises will increase by an additional 2.7419% and Tenant's Operating Expense Share after Expansion Space C has been added to the Demised Premises shall be increased by an additional 3.3968 %. Tenant shall deliver to Landlord an additional security deposit in the amount of one full month's Basic Monthly Rent for Expansion Space C at the time Tenant exercises its option for Expansion Space C notwithstanding any other provision of this Lease relating to any reduction in the letter of credit serving as a Security Deposit hereunder. Tenant and Landlord shall enter into an amendment to this Lease at the time Tenant exercises its option for Expansion Space C to reflect the terms and conditions for the lease of each increment such Expansion Space C, as set forth herein. In the event that Tenant does not exercise its option for Expansion Space C within the applicable time period required by this Paragraph, Landlord shall be free to lease all or any part of Expansion Space C to any other person or entity on such terms and conditions that Landlord determines in Landlord's sole discretion, and Tenant's rights under this Paragraph 44 with respect to the Expansion Space C shall terminate. In the event Expansion Space C becomes available to lease prior to the anticipated availability date of January 1, 2004, then Landlord shall give Tenant written notice of the First earlier availability of Expansion SpaceSpace C (the "Notice of Early Availability") and Tenant shall thereupon have thirty (30) days from the date of Landlord's Notice of Early Availability to exercise its option to lease such Expansion Space C. The terms and conditions of the lease of such The Corporate Advisory Board Company Lease June 23, 1998 Final Expansion Space C under the Notice of Early Availability shall be the same as those set forth above for Expansion Space C. In the event that Tenant does not exercise its option for Expansion Space C under the Notice of Early Availability within the applicable time period required by this Paragraph for the exercise of such option after the Notice of Early Availability, Landlord shall be free to lease all or any part of Expansion Space C to any other person or entity on such terms and conditions that Landlord determines in Landlord's sole discretion, and Tenant's rights under this Paragraph 44 with respect to the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement dateSpace C shall terminate. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, Effective as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement delivery of possession of the term Expansion Space A, Expansion Space B and/or Expansion Space C, (i) each such space shall be added to and constitute a part of the lease Demised Premises for all purposes under this Lease, (ii) the rentable area of the Second Expansion SpaceDemised Premises shall be increased by the rentable area of the respective expansion space, and (iii) the exact size and location Basic Annual Rent shall be appropriately increased for the remainder of the Second then current Lease Year and for each Lease Year thereafter by an amount equal to the net rentable area of the respective Expansion SpaceSpace multiplied by the Basic Annual Rent per square foot then payable for the respective expansion space, as set forth above in the tables shown in Subparagraph 44(a)(i) with respect to Expansion Space A and Expansion Space B and as referenced in Subparagraph 44(a)(iii) for Expansion Space C, for each such Lease Year. Expansion Space A, Expansion Space B and Expansion Space C shall be delivered in their respective then "as is" condition. Tenant's obligation to pay rent with respect to each of Expansion Space A, Expansion Space B and Expansion Space C shall commence upon delivery of the respective expansion space by Landlord to Tenant. Tenant shall not less than six make any alterations, installations, additions or improvements in or to any of Expansion Space A, Expansion Space B or Expansion Space C unless Tenant complies with Paragraph 11 ALTERATIONS of this Lease . ----------- (6c) months prior Tenant may not exercise its option with respect to Expansion Space A, Expansion Space B or Expansion Space C if, at the time specified for exercising such commencement date.respective option, this Lease shall not be in full force and effect or in the event that at the time Tenant exercises any one of the respective expansion options, Tenant shall have sublet in excess of 10,000 square feet of rentable area of the Demised Premises or Tenant shall be in default in the performance of any obligations hereunder. If Tenant shall fail to exercise any of such options during the time or in the manner provided in this Paragraph 44 for the exercise thereof, or if at the time specified for the exercise of such options, Tenant shall not be entitled to exercise such options, then, and in either such event, such options shall be absolutely void and of no force and effect. The Corporate Advisory Board Company Lease June 23, 1998 Final

Expansion Options. (a) First Expansion. APL shall have the To accommodate Tenant's expansion needs, Landlord ----------------- hereby gives Tenant an option to lease (the "First Expansion Option") up to lease between 10,000 and 12,000 rentable square feet of space on one floor of the Building hundred percent (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space100%), at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of but not less than four fifty percent (50%), of a building of approximately one-hundred thousand (4,000( 100,000) rentable square feet feet, or of space) (whatever size the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists City of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing Raleigh will allow (the "Expansion Designation NoticeBuilding") of to be constructed by Landlord on the date of commencement of land shown on the attached Exhibit B-1. The initial term of the lease of each increment of Expansion Option shall commence upon the First Expansion Space, Commencement Date hereof and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing automatically expire on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL The Expansion Option shall exercise the option be at no cost to Tenant for the Second initial term. If Tenant elects to lease the Expansion SpaceBuilding, if at all, by written notice from APL such lease shall contain substantially the same terms and conditions as in this Lease with the specific business terms to Landlord given not earlier than May 1, 2002, be agreed upon between the parties within thirty (30) days of receipt of detailed plans and not later than June 30, 2002 (subject to specifications for the provisions of Subsection 4.3(c) below)Tenant Improvements. Landlord shall notify APL in writing will provide to Tenant a "bid" to construct the new building and all improvements. If Tenant elects to lease one hundred percent (the "Expansion Designation Notice"100%) of the date of commencement Expansion Building, Tenant may obtain bids for the construction from two other qualified, licensed, general contractors. If Tenant wishes to use one of the term other contractors, Tenant must submit the bid and all supporting and related documentation to Landlord. Upon receipt of the lease competing bid with supporting documentation, Landlord will have thirty (30) days to notify Tenant as to whether Landlord will match the bid or allow Tenant to use the other contractor. If Landlord elects to allow Tenant to use the other contractor, Tenant must do so and, prior to commencing construction, must deliver to Landlord a letter of credit in the amount of the Second Expansion Space, bid and in the exact size and location form required by the Lease as shown on Exhibit H. If Tenant elects to lease less than one hundred percent (100%) of the Second Expansion SpaceBuilding, not less than six (6) months Tenant must use Landlord for all construction. All negotiations concerning the Expansion Option must be conducted in good faith with the parties using their best efforts to reach an agreement. All negotiations and a fully executed lease must be completed prior to such commencement date.the expiration of the Expansion Option term (initial or extended, as applicable), failure to do so being an absolute bar of Tenant's rights under the Expansion Option. Time is of the essence with regard to the Expansion Option

Expansion Options. Subject to the terms and conditions set forth in this Section, 1.2, Landlord grants to Tenant options to add space ("Expansion Space") to the Premises as follows: (a) First ExpansionThe maximum Expansion Space shall be approximately 98,510 square feet of Rentable Area, to be leased at Tenant's option in two options (collectively, the "Expansion Options"). APL shall have the The first option (the "First Expansion Option") shall be at Tenant's election with respect to lease between 10,000 and 12,000 rentable either seventh floor of approximately 43,505 square feet of space on one floor Rentable Area or sixth and seventh floors each containing approximately 43,505 square feet of Rentable Area in the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space"). The second option ("Second Expansion Option") shall be for a term portion of floor 4, as shown on the floor plan attached as Exhibit B, consisting of no less than 8,500 and no more than 11,500 square feet of Rentable Area (A"Second Expansion Space). (b) commencing on a date Tenant shall have the right to exercise its Expansion Options as follows: Tenant shall have the right to exercise the First Expansion Option no later than December 31, 2001. Tenant shall have the right to exercise the Second Expansion Option no later than the last day of the thirty sixth (36th) full month of the Term which, based upon the Scheduled Commencement Date, would be September 30, 2004. If Tenant shall fail to exercise any Expansion Option by the dates provided, it shall be deemed to have waived the right to exercise the Expansion Option in question. Each Expansion Option shall be exercised by Tenant giving written notice to Landlord of its election, and as to the First Expansion Option, Tenant's determination as to taking one or datestwo floors. (c) Unless accelerated as provided herein, if Landlord shall deliver the First Expansion Space consists to Tenant, and such space shall become a part of two the Premises, on the later of January 1, 2003, and the date Landlord delivers the First Expansion Space to Tenant with Landlord's Work Substantially Complete. The First Expansion Space shall be delivered to Tenant in a manner consistent with Section 2.1 as to Landlord's construction obligations set forth in the Construction Rider defined in Section 2.1 (2) increments) "Landlord's Work"), Substantial Completion and conditions precedent to delivery to Tenant, and with the same Tenant Improvement Allowance provided to Tenant. Tenant shall provide Final Tenant Improvement Plans to Landlord for the First Expansion Space no later than August 1, 2002. Landlord shall deliver the Second Expansion Space to Tenant between the first day of the 39th full month of the Term and the first day of the 54th full month of the Term which, based upon the Scheduled Commencement Date, would be designated between December 1, 2004 and March 1, 2006. The Second Expansion Space shall be delivered to Tenant in its "As-Is" condition, but constructed to at least the Base Building condition as specified in Exhibits D & E. If the Second Expansion Space has not been constructed beyond the Base Building condition set forth in Exhibits D & E, the determination of Market Rate will reflect the unimproved condition of the space. The space leased pursuant to the Second Expansion Option shall be added. to the Premises on the date of delivery thereof by Landlord, but Tenant's obligation to pay Rent with respect thereto shall not commence until the earlier of (i) the date which is four (4) months after such delivery date, or (ii) the date on which Tenant commences using such space for business purposes. (d) Within thirty (30) days of receiving Tenant's notice exercising the Second Expansion Option, Landlord shall give notice of Landlord's good faith estimate of the Market Rate for the Second Expansion Space. The Market Rate set forth in such notice by Landlord shall be controlling unless within thirty (30) days after such notice Tenant shall notify Landlord that it objects to Landlord's estimate of Market Rate, in which case the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination Market Rate shall be determined in accordance with Section 3.5 of this Lease. APL If the Market Rate has not been determined prior to the date when monthly Rent on the Second Expansion Space commences, then Tenant shall pay monthly Rent based upon Landlord's estimate until the monthly Rent has been determined, at which time Landlord shall pay to Tenant or Tenant shall pay to Landlord, as appropriate, the amount equal to the overpayment or underpayment of Rent for such Second Expansion Space. (e) If at the time of exercise or at any time thereafter until the option for commencement of the First Term as to any Expansion Space, if at allan Event of Default exists under this Lease, by written notice from APL Tenant will have no right to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject exercise its option as to the provisions of Subsection 4.3(crelevant Expansion Space and/or to lease such Expansion Space. (f) below). Within ten (10) days after request by Landlord shall notify APL or Tenant, the parties will execute an amendment to this Lease, in writing (the "form prepared by Landlord, adding to the Premises any Expansion Designation Notice") Space which Tenant has elected to lease, as of the date of commencement of the term Term with respect to such Expansion Space, and otherwise upon the terms and conditions of this Lease. Tenant may elect to accelerate the lease of each increment of Scheduled Commencement Date for the First Expansion Space, . Upon written notice of Tenant's intent to accelerate the Scheduled Commencement Date and the exact size space to which such acceleration applies, Landlord shall make a commercially reasonable effort to deliver such space in the condition provided for in this Lease as of the date specified by Tenant, but Landlord, acting diligently, shall have no liability for failing to so deliver. If Tenant exercises its occupancy acceleration right and location of each increment of Landlord delivers the First Expansion Space, not less than six (6) months Space to Tenant prior to such its scheduled delivery/commencement date. dates under the Lease and in the condition required under this Lease, Tenant shall receive a credit (b) Second Expansion. APL shall have the option (the "Second Expansion OptionRent Credit") to lease one additional floor against Rent due under this Lease for each month the respective delivery dates are accelerated. The Rent Credit will be applied against the first installments of Rent coming due after the respective accelerated delivery/commencement dates. If the respective scheduled delivery/commencement dates are accelerated for any partial month, the Rent Credit will be prorated for such partial month on the basis of the Building total number of days in that particular month. The Rent Credit will be an amount equal to $1.67 multiplied by the number of rentable square feet of space delivery of which is accelerated, multiplied by the number of months (which shall be designated by Landlordor partial months) the respective scheduled delivery/commencement dates are accelerated. For example, as provided below) if Tenant exercises its acceleration right with respect to the First Expansion Space (the "Second Expansion Space") currently scheduled for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing delivery on January 1, 2003) and Landlord delivers the First Expansion Space to Tenant on October 15, 2002 [text illegible] the delivery conditions of Section 2.1 satisfied such that the commencement date for the First Expansion Space is October 15, 2002), Tenant will receive a Rent Credit equal to $1.67 multiplied by the Rentable Area of the First Expansion Space multiplied by 2.484 (the partial month happens to be a month with 31 days, and ending on June 30, 2004, 15 divided by 31 equals 0.484 when rounded to 3 decimal points)." 5. The description of Base Rent contained in the Basic Lease Information is hereby deleted and (B)Eending upon replaced in its entirety by the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.following:

Expansion Options. Tenant shall be entitled to expand the Premises by leasing additional space from Landlord in accordance with the following expansion option rights: (ai) First Expansion. APL During the Term of this Lease, Tenant shall have the option right to lease additional space in the Building as hereinafter provided. The space subject to Tenant's option rights under this Paragraph 32.C. ("EXPANSION SPACE") shall be available on each 5th annual Anniversary of the first full calendar month after the Commencement Date during the Part 1 Term (the "First Expansion OptionOPTION DATE"), in increments of one-half (1/2) floor areas of the Building on a schedule to lease between 10,000 and 12,000 rentable be affixed hereto as Exhibit M on the Commencement Date, plus or minus one thousand five hundred (1,500) square feet of space on one floor of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which spaceRentable Area, at Landlord's electionoption. Each such Expansion Space shall be contiguous space on each floor and for floors not partially occupied by Tenant shall apply first to the easterly one-half (1/2) of the floor, except as provided below. Tenant may consist defer its right to elect to lease Expansion Space for five (5) years, but in the event Tenant does not elect on the Option Date next occurring, to lease that Expansion Space as to which it did not exercise its rights under this Paragraph 32.C, its rights to such Expansion Space shall be waived and, in the event Tenant does not elect to lease current Expansion Space as well as accrued Expansion Space, future Expansion Space for floors not partially occupied by Tenant may apply first either to the easterly one-half (1/2) of either one the floor, or to the westerly one-half (1/2) of the floor, at Landlord's option, to the extent necessary to enable Landlord to lease such Expansion Space in a commercially reasonable manner. Such waiver shall be accomplished by removing from the Expansion Space, areas on the lowest floors of expansion areas in the inverse order of the numbered areas reflected on Exhibit M. Expansion Space shall be leased upon the same terms and conditions as are then applicable under this Lease for Part 3 except for (1) or two the amount of Base Rent, (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") Base Month for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but CPI Adjustment which shall be within adjusted to be that month in which the Expansion Term commences, (3) the Term which shall be determined as hereinafter set forth. The Term for the Expansion Space, ("EXPANSION TERM") shall, depending upon the date of exercise, be the period commencing on January 1the applicable Option Date and extending through the day prior to the date that is the next commencement date for an Extended Term under Paragraph 32.B. To the extent that Tenant shall lease any space within the expansion area described in Exhibit M under Tenant's first offer rights pursuant to Paragraph 32.D., 2001, such space shall be deemed to be occupied by Tenant pursuant to an agreed upon acceleration of Tenant's Expansion Option and ending on December 31, 2002, Landlord shall use reasonable efforts to make available to Tenant and (B)Eending upon notify Tenant in writing of the termination location of this Leasecomparable additional expansion space to replace such already utilized Expansion Space to the extent such additional expansion space is not committed under a lease or option to lease to an existing tenant of the Building or would materially and adversely affect the marketability of such space. APL The Expansion Term shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (be subject to the provisions of Subsection 4.3(cParagraph 32.E. (ii) below). Tenant shall give written notice to Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date its exercise of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, an option under this Paragraph 32.C. not less than six fifteen (615) months prior to such commencement datethe Option Date of Tenant's exercise of its option rights under this Paragraph 32. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. (a) First Expansion. APL Sublessee shall have the option (to expand the "First Expansion Option") Sublet Premises to lease between 10,000 and 12,000 rentable square feet of space on include all or any one floor of the Building (following locations in the location Building: 409, 411, 412, 413, 415, 416, 418, 420 and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing 422 (the "Expansion Designation NoticeSpace"). Sublessee shall have five (5) days following receipt of notice from Sublessor that such Expansion Space is or will be available for rent to notify Sublessor that Sublessee desires to exercise its option to lease the Expansion Space. In the event Sublessor fails to receive notice by 5:00 p.m. on the fifth (5th) day of such notice period, Sublessee's option to lease the Expansion Space shall terminate and Sublessee shall have no further right to receive notice from Sublessor that such Expansion Space is available for lease or any option to lease such Expansion Space. Sublessee shall retain such rights as to any portion of the date of commencement of Expansion Space which has not yet been offered for lease to Sublessee. In the term of event Sublessee timely exercises its option to lease the lease of each increment of the First Expansion Space, Sublessor shall lease such Expansion Space to Sublessee, subject to the following terms and conditions: (i) there is no Event of Default under the exact size and location Sublease or event which with the passage of each increment time or giving of notice would constitute an Event of Default; (ii) Sublessee shall execute an amendment to the Sublease within five (5) days after receipt of the First amendment from Sublessor which will set forth that the Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor Space is made a part of the Building Sublet Premises and is subject to and leased to Sublessee in accordance with all the terms and conditions of the Sublease (except as set forth below); (iii) the Base Rent shall be adjusted to include the Base Rent for the Expansion Space which shall be designated determined by Landlord, as provided below) Sublessor based on current market rates (but in no event shall the "Second Base Rent for the Expansion Space") Space be less per square foot than the Base Rent per square foot for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, initial Sublet Premises); and (B)Eending iv) Sublessee shall deliver to Sublessor upon execution of the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject amendment to the provisions Sublease any increase in the Security Deposit required by Sublessor as a result of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the Sublessee's lease of the Second Expansion Space, and . In the exact size and location event any of the Second conditions set forth above are not fully satisfied, Sublessee's option to lease the Expansion Space shall terminate and Sublessee shall have no further right to receive notice from Sublessor that such Expansion Space is available for lease or any option to lease such Expansion Space, . Sublessee shall retain such rights as to any portion of the Expansion Space which has not less than six (6) months prior yet been offered for lease to such commencement dateSublessee. All notices to be given by either party under this paragraph shall be in writing.

Expansion Options. (a) First Expansion. APL So long as no event of default under this Lease has occurred and is continuing at the time that the option may be exercised or at the time that any expansion of the Premises becomes applicable as provided herein, Tenant shall have the option following two (2) options (the "First Expansion OptionOptions") to lease between 10,000 and 12,000 rentable square feet of space on one floor of expand the Building (the location and exact size and configuration Premises, each of which shall be designated by Landlord as provided below subject to the terms and conditions of this Section 3: A. The first Expansion Option shall be available to Tenant only if Tenant has not exercised its Pre-Occupancy Option to add the balance of Floor 11 of the Building to the initial Premises. The first Expansion Option, if exercised, will be applicable to all of the remainder of Floor 11 of the Building which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) was not included within the initial Premises (the "First Expansion Space") for a term (A) commencing on a date (or dates). If the first Expansion Option is exercised, if the First Expansion Space consists of two (2) increments) will be delivered by Landlord to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option Tenant for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions purpose of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing commencing its tenant finish work therein on a date to be designated by Landlord, but which shall be within between the period commencing on January 1date which is three (3) years from the Commencement Date and the date which is four (4) years from the Commencement Date (the "First Occupancy Date"). B. The second Expansion Option shall be available to Tenant only (i) if Tenant has not exercised its Pre-Occupancy Option to add Floor 10 of the Building to the initial Premises, 2003, and ending on June 30, 2004(ii) if Tenant has previously exercised the first Expansion Option, and (B)Eending iii) if Tenant has previously exercised its first Renewal Option to extend the Term by an additional five (5) years. The second Expansion Option, if exercised, will be applicable to all of Floor 10 of the Building (the "Second Expansion Space"). If the second Expansion Option is exercised, the Second Expansion Space will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, which shall be between the date which is five (5) years from the Commencement Date and the date which is six (6) years from the Commencement Date (the "Second Occupancy Date"). C. If the first Expansion Option is available to Tenant as set forth above, Landlord shall notify Tenant of the First Occupancy Date at least twelve (12) months prior thereto, and if the second Expansion Option is available to Tenant as set forth above, Landlord shall then notify Tenant of the Second Occupancy Date at least twelve (12) months prior thereto (each, an "Occupancy Notice"). Each Occupancy Notice shall also contain the fair market rental rate, determined in accordance with Section 5 below, which will be applicable to the Expansion Space. D. In order to exercise either Expansion Option, Tenant shall be required to give Landlord written notice of exercise (the "Exercise Notice") within thirty (30) days after the date upon which Tenant receives the termination applicable Occupancy Notice. If Tenant gives Landlord a timely Exercise Notice, the applicable Expansion Space shall be added to the Premises as of the Occupancy Date for such Expansion Option. If Tenant gives Landlord notice that Tenant has elected not to exercise any Expansion Option or gives no notice to Landlord within such 30-day period, Tenant shall have irrevocably determined not to exercise such Expansion Option and such Expansion Option shall have been relinquished. E. Landlord shall make each Expansion Space available to Tenant for purposes of making Tenant's improvements therein on the Occupancy Date for such Expansion Space. Tenant's improvements in the Expansion Space shall be constructed in accordance with and subject to all of the terms and conditions of this Lease. F. The portion of Annual Rent not attributable to Initial Operating Expense Basic Cost payable with respect to any Expansion Space shall be the fair market rental rate for such Expansion Space. APL The Annual Rent shall exercise the option also include a new amount for the Second Expansion SpaceInitial Operating Expense Basic Cost, if at all, by written notice from APL which shall be adjusted to Landlord given not earlier than May 1, 2002reflect the then-current Initial Operating Expense Basic Cost figure for the Building, and not later than June 30, 2002 (subject thereafter Tenant shall pay all Additional Rent applicable to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and Annual Rent shall be increased, adjusted, or augmented as provided in and under this Lease. Rent shall commence for any Expansion Space on the exact size date which is ninety (90) days from the applicable Occupancy Date. G. All other terms of this Lease shall be applicable to the Expansion Space and location of Tenant's occupancy thereof from the Second time that Tenant takes occupancy thereof to construct its improvements in the Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. Provided no event of default has occurred under the Sublease, Sublessee shall have the right and option to expand the space which comprises the Subleased Premises as follows: (a) First Expansion. APL Sublessee shall have the option (to expand the "First Expansion Option") Subleased Premises to lease between 10,000 and 12,000 include Option Space B, consisting of 4,933 rentable square feet of space feet, as shown on one floor of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which spaceExhibit 2 hereto, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the such option for the First Expansion Space, if at all, exercisable by written notice from APL to Landlord given not earlier Sublessor delivered no later than May 131, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date2011. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within During the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 20022010 through April 30, 2015 (the “First Offer Period”), if any space in the Building should become available for rent, Sublessor shall first offer such space to Sublessee by giving Sublessee written notice identifying such available space (the “Offer Space”). Sublessee shall then have the right, within thirty (30) days after receiving Sublessor’s notice, to exercise its right expand the Subleased Premises to include such space by providing written notice to Sublessor. If Sublessee does not timely exercise said right, then Sublessor shall be free to sublease the Offer Space to a third party or parties on such terms as Sublessor deems appropriate. (c) If, prior to March 30, 2018, Option Space C, consisting of 14,113 rentable square feet, as shown on Exhibit 2 hereto (the “Alpha Flying Space”) should become available for rent, Sublessor shall first offer such space to Sublessee by giving Sublessee written notice identifying such available space Sublessee shall then have the right, within thirty (30) days after receiving Sublessor’s notice, to exercise its right expand the Subleased Premises to include the Alpha Flying Space by providing written notice to Sublessor. If Sublessee does not timely exercise said right, then Sublessor shall be free to sublease the Alpha Flying Space to a third party or parties on such terms as Sublessor deems appropriate. Notwithstanding the foregoing, in the event Sublessor shall fail to enter into a sublease with a prospective sublessee within one hundred eighty (180) days following Sublessee’s election not to sublease such space pursuant to this Section 21.3(c), Sublessor will resubmit for Sublessee’s review the good faith terms on which Sublessor is offering such space. (d) In the event Sublessee shall exercise its option rights under subparagraphs (a) - (c) above: (i) the per square foot rental rate shall be the same per square foot charge paid by the Sublessee under Article 4.1 of this Sublease plus any other additional charges payable by the Sublessee under this (e) All construction work by Sublessee required or permitted by Section 21.3 of this Sublease shall be done in a good and workmanlike manner, and not later than June 30in compliance with all applicable laws and all lawful ordinances, 2002 (subject to the provisions regulations and orders of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") governmental authority and insurers of the date Premise and Article 10 of commencement of the term of the lease of the Second Expansion Spacethis Sublease. Sublessee shall pay, when due, any and all amounts owed for material and/or labor used in connection with such construction, and shall defend, indemnify and hold Sublessor harmless from any and all claims arising out of such construction. Sublessee shall promptly cause any mechanics liens placed on the exact size property located at 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx to be released and location of the Second Expansion Space, not less than six (6) months prior to such commencement datedischarged.”

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) First Expansion. APL shall have the An option (the "“First Expansion Option"”) to lease between 10,000 and 12,000 rentable square feet of space on add to the Premises one floor half of the Building (number of Square Feet on the location and exact size and configuration tenth Floor of which the Building. The First Expansion Option shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier than May 1, 2000, and not later than June 30December 2, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date1993. (b) Second Expansion. APL shall have the An option (the "“Second Expansion Option"”) to lease add to the Premises one additional floor half of the Building (which number of Square Feet on the tenth Floor of the Building. The Second Expansion Option shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier later than May 1December 2, 20021994. (c) An option (the “Third Expansion Option”) to add to the Premises all of the Square Feet on the twentieth Floor of the Building. The Third Expansion Option shall be exercised, and if at all, by written notice from Tenant to Landlord given not later than June 30December 2, 2002 1996. (subject d) An option (the “Fourth Expansion Option”) to add to the provisions Premises all of Subsection 4.3(cthe Square Feet on the twenty-first Floor of the Building. The Fourth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 1998. (e) below). Landlord shall notify APL in writing An option (the "“Fifth Expansion Designation Notice"Option”) to add to the Premises all of the date of commencement Square Feet on the twenty-second Floor of the term Building. The Fifth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2000. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the lease Square Feet on the twenty-third Floor of the Second Building. The Sixth Expansion SpaceOption shall be exercised, and if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) An option (the exact size and location “Seventh Expansion Option”) to add to the Premises all of the Second Square Feet on the twenty-fourth Floor of the Building and one half of the number of Square Feet on the twenty-fifth Floor of the Building. The Seventh Expansion SpaceOption shall be exercised, if at all, by written notice from Tenant to Landlord given not less later than six (6) months prior to December 2, 2004. Any such commencement datenotice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02.

Expansion Options. Provided Western Electric Company, Incorporated is the tenant in possession of the premises, then at any time during the term hereof, prior to two (a2) First Expansionyears before the expiration thereof, and during any extension of the term by Tenant, Tenant shall have an unlimited number of expansion options for improvements. APL For the purpose of this paragraph 34 "expansion" shall be deemed to occur only if Tenant desires to increase the gross square feet of building space located on the premises by 15,000 square feet or more. Any work not included within such definition shall be deemed an alteration, addition or improvement pursuant to paragraph 5 hereof. If Tenant seeks to expand the improvements as provided above, Tenant will deliver to Landlord a written request for a bid for such expansion work and upon receiving such written request by Tenant and after submission by Tenant to Landlord of plans and specifications, Landlord will submit a lump-sum bid to Tenant which will be good for a period of thirty (30) days. In the event Tenant does not accept such lump-sum bid, Landlord shall obtain bids from three (3) other contractors acceptable to Tenant and qualified to perform the construction work for the expansion and Landlord shall submit a revised bid. If one or more of those bids from other contractors, plus ten percent (10%) of such bid to be added by Landlord, is lower than the revised bid submitted by Landlord, Landlord shall have the option to contract with such (lowest bid) contractor or to perform the "First Expansion Option"expansion work at such lowest bid plus ten percent (10%) thereof. If Landlord's revised bid is less than the lowest bid of any of the other contractors, after adding ten percent (10%) to lease between 10,000 the amount of such other contractor's bid, then Landlord shall perform the expansion work at the amount of Landlord's revised bid. Landlord may refuse to perform the expansion work at the lowest bid plus ten percent (10%) thereof, and 12,000 rentable square feet in such event Tenant shall have the right to have such work performed by such lowest bidder without any compensation pursuant to this paragraph 34 to Landlord. Tenant reserves the right to refuse to accept any of space such bids and in such event the expansion will not occur. The cost of any expansion work performed by Landlord shall be paid on one floor a monthly basis by Tenant as the work is performed, less a retainage of the Building ten percent (the location and exact size and configuration of 10%) which shall be designated paid thirty (30) days after completion of the work certified by Landlord as provided below and which space, at Landlord's electionarchitect. In the event that X.X. Xxxxxxxx & Co., Inc. is no longer Landlord, Tenant shall have the right to perform expansion work with a contractor of its own choosing, provided only that the landlord then in possession of the premises shall be afforded an opportunity to bid, which bid or bids may consist of either one (1) or two (2) increments, be rejected by Tenant in Landlord's its sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which . Any expansion work shall be within in accordance with the period commencing on January 1standards set forth in paragraph 5B relating to alterations, 2001additions and improvements, and ending on December 31shall be deemed an alteration, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (addition or improvement subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement datesaid paragraph 5. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. Subject to Section 35D below, Tenant shall have and is hereby granted the options described in Section 35B below to add to the Premises the 9th Floor Expansion Space I (ahereinafter defined) First Expansionand the 9th Floor Expansion Space II (hereinafter defined) for the remaining Term of this Lease (including any Renewal Term) upon the same terms contained in this Lease except Section 32 and Appendix D of this Lease and the Base Rate for such Expansion Space shall be at the Market Expansion Rate (defined below), and provided that any space added to the Premises pursuant to this Section 35 shall be delivered "as is," and Landlord shall have no obligation to contribute to the cost of any construction or remodeling by Tenant, nor shall Landlord be obligated to perform any construction in connection with such space. APL Tenant's obligations to pay Operating Cost Share Rent, Tax Share Rent and Base Rent for any particular Expansion Space shall commence on the date such space is actually made available to Tenant to be added to the Premises. In the event that Tenant exercises either of its expansion options pursuant to Section 35B below, the Expansion Space thereby added to the Premises shall become a part of the Premises for all purposes of this Lease, and any reference in this Lease to the term "Premises" shall be deemed to refer to and include any such Expansion Space, except as expressly provided otherwise in this Lease. (1) On a date specified by Landlord during the period beginning with the first day of the third Lease Year and continuing until the last day of the third Lease Year, Tenant shall have the option (the "First Expansion Option") right to lease between 10,000 and 12,000 expand into 11,353 rentable square feet of space on one the 9th floor of the Building depicted on Appendix A attached hereto less any portion of such space Tenant leases as Additional Space pursuant to Section 30A above (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space"9th Floor Expansion Space I"), at Landlord's election, may consist of either one (1) or two the Market Expansion Rate applicable to the 9th Floor Expansion Space I. (2) incrementsOn a date specified by Landlord during the period beginning with the first day of the fifth Lease Year and continuing until the last day of the fifth Lease Year, in Landlord's sole discretion, provided that no increment Tenant shall consist of less than four thousand (4,000) have the right to expand into 11,354 rentable square feet of space) (the "First 9th Floor Expansion SpaceSpace II") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional 9th floor of the Building depicted on Appendix A attached hereto at the Market Expansion Rate applicable to the 9th Floor Expansion Space II. B. Landlord shall give written notice to Tenant of the date on which such Expansion Space shall become available to the Tenant to be added to the Premises (the "Availability Date") not less than fourteen (14) months in advance of the Availability Date. Within fifteen (15) business days after receipt of such notice from Landlord, Tenant may deliver a non-binding written notice to Landlord of its desire to exercise the subject option to expand. Thereafter, both parties shall calculate their good faith estimate of the Market Expansion Rate for the subject Expansion Space and notify the other of such determination not less than thirteen (13) calendar months prior to the Availability Date for the particular Expansion Space, then the terms of Section 33 above shall apply as to the procedure for determining the subject Market Expansion Rate. If Tenant fails to give its non-binding written notice of its desire to exercise the subject to expand when due as hereinabove provided, Tenant will be deemed to have waived such particular option to expand (but such waiver shall not affect Tenant's rights under Sections 36 and 38 below). C. Promptly after Tenant's exercise of such expansion option and the final determination of the Market Expansion Rate, Landlord shall prepare an amendment to the Lease to reflect changes in the size of the Premises, Base Rent, Tenant's Proportionate Share and any other appropriate terms, due to the addition of the subject Expansion Space. Tenant shall execute and return such an amendment to this Lease within fifteen (15) days after its submission to Tenant. D. Tenant's right to exercise its options to expand pursuant to this Section 35, is subject to the following conditions: (i) that on the date that Tenant delivers its binding written notice of its election to exercise the subject option to expand, Tenant is not in default under any of the terms of this Lease after the expiration of any applicable notice and cure periods and no unmatured event of default has occurred and is continuing, (ii) that Tenant shall not have assigned this Lease, except to a Related Assignee, and (iii) Tenant continues to occupy a minimum of 80,000 rentable square feet in the Building. E. For purposes of this Section 35, "Market Expansion Rate" shall mean the then prevailing gross rent per square foot of rentable area at which a financially responsible landlord and tenant would agree in an arm's length transaction to a lease of all of the subject Expansion Space for the balance of the initial Term, converted to a net or base rent as provided herein. Such prevailing gross rent will be converted back into a net or base rent (which shall then be designated the Market Expansion Rate for purposes of this Lease) by the deduction of the sum of the then-current amounts of Operating Cost Share Rent, Tax Share Rent and Additional Rent per square foot payable under this Lease. The Market Expansion Rate may, if requested by Landlord, as provided below) (be restated to include an annual escalation of the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject initial net or base rent equal to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing average annual escalation prevailing among the Comparables provided that the net present value (using the "Expansion Designation Notice"Discount Rate) of the date of commencement net or base rent payments to be made by Tenant as so escalated shall be equal to the net present value (using the Discount Rate) of the term net or base rent payments which would be made by Tenant under this Lease without such escalation. The Market Expansion Rate shall be determined for each exercise of Tenant's right to expand under this Section 35. In determining the subject Market Expansion Rate, such Market Expansion Rate shall be established by reference to the Effective Market Rate for the relevant Comparables. In considering Comparables, lease of expansions shall be given greater consideration than new leases. The Market Expansion Rate for any expansion shall be adjusted, upward or downward, from the Second Expansion SpaceEffective Market Rent for the respective Comparables, and to reflect the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.following factors:

Expansion Options. (a) First Expansion. APL So long as no event of default under this Lease has occurred and is continuing at the time that the option may be exercised or at the time that any expansion of the Premises becomes applicable as provided herein, Tenant shall have the option following three (3) options (the "First Expansion OptionOptions") to lease between 10,000 and 12,000 rentable square feet of space on one floor of expand the Building (the location and exact size and configuration Premises, each of which shall be subject to the terms and conditions of this Section 3: A. The first Expansion Option shall be available to Tenant only if Tenant has not exercised its Pre-Occupancy Option to add the balance of Floor 11 of the Building to the initial Premises. The first Expansion Option, if exercised, will be applicable to a portion of the remainder of Floor 11 of the Building which was not included within the initial Premises, which portion shall consist of from 8000 to 12,000 square feet of Rentable Area, as designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates). If the first Expansion Option is exercised, if the First Expansion Space consists of two (2) increments) will be delivered by Landlord to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option Tenant for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions purpose of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing commencing its tenant finish work therein on a date to be designated by Landlord, but which shall be within between the period commencing on January 1, 2003, date which is three (3) years from the Commencement Date and ending on June 30, 2004the date which is four (4) years from the Commencement Date (the "First Occupancy Date"). B. The second Expansion Option shall be available to Tenant only if (i) Tenant has not exercised its Pre-Occupancy Option to add the balance of Floor 11 of the Building to the initial Premises, and (B)Eending upon ii) if Tenant has previously exercised the termination first Expansion Option.. The second Expansion Option, if exercised, will be applicable to all of this Leasethe remainder of Floor 11 of the Building which was not included within either the initial Premises or the First Expansion Space (the "Second Expansion Space"). APL shall exercise If the option for second Expansion Option is exercised, the Second Expansion SpaceSpace will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, if at all, by written notice which shall be between the date which is four (4) years from APL to Landlord given not earlier than May 1, 2002, the Commencement Date and not later than June 30, 2002 the date which is five (subject to 5) years from the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing Commencement Date (the "Second Occupancy Date"). C. The third Expansion Designation Notice"Option shall be available to Tenant only (i) if Tenant has not exercised its Pre-Occupancy Option to add Floor 10 of the date Building to the initial Premises, (ii) if Tenant has previously exercised the first and second Expansion Options, and (iii) if Tenant has previously exercised its first Renewal Option to extend the Term by an additional five (5) years. The third Expansion Option, if exercised, will be applicable to all of commencement Floor 10 of the term of Building (the lease of the Second "Third Expansion Space"). If the third Expansion Option is exercised, the Third Expansion Space will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, which shall be between the date which is five (5) years from the Commencement Date and the exact size and location of the Second Expansion Space, not less than date which is six (6) years from the Commencement Date (the "Third Occupancy Date"). Existing Sections 3.C through 3.G of Exhibit A are relettered as Sections 3.D through 3.H. The first sentence of new Section 3.D (former Section 3.C) of Exhibit A is amended to read: "If an Expansion Option is available to Tenant as set forth above, Landlord shall notify Tenant of the applicable Occupancy Date at least twelve (12) months prior thereto (each, an "Occupancy Notice")." The first sentence of new Section 3.E (former Section 3.D) of Exhibit A is amended to such commencement dateread: "In order to exercise any Expansion Option, Tenant shall be required to give Landlord written notice of exercise (the "Exercise Notice") within thirty (30) days after the date upon which Tenant receives the applicable Occupancy Notice."

Expansion Options. Subject to the terms and conditions set forth in this Section 1.2, Landlord grants to Tenant options to add space ("Expansion Space") to the Premises as follows: (a) First ExpansionThe maximum Expansion Space shall be three floors of the Building, containing approximately 130,665 square feet of Rentable Area, contiguous to the then existing Premises (except as hereinafter provided), to be leased at Tenant's option two options (collectively, the "Expansion Options"). APL shall have the The first option (the "First Expansion Option") shall be, at Tenant's election, with respect to lease between 10,000 and 12,000 rentable either one floor of approximately 43,555 square feet of space on one floor Rentable Area or two floors each containing approximately 43,555 square feet of Rentable Area in the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space"). The second option ("Second Expansion Option") for a term shall be with respect to one floor of approximately 43,555 square feet of Rentable Area in the Building (A"Second Expansion Space"). If Tenant does not exercise the First Expansion Option, the Second Expansion Option Space need not be contiguous to the Premises. (b) commencing on a date Tenant shall have the right to exercise its Expansion Options as follows: Tenant shall have the right to exercise the First Expansion Option no later than December 31, 2001. Tenant shall have the right to exercise the Second Expansion Option no later than the last day of the fifty fourth (54th) full month of the Term which, based upon the Scheduled Commencement Date, would be March 31, 2006. If Tenant shall fail to exercise any Expansion Option by the dates provided, it shall be deemed to have waived the right to exercise the Expansion Option in question. Each Expansion Option shall be exercised by Tenant giving written notice to Landlord of its election, and, as to the First Expansion Option, Tenant's determination as to taking one or datestwo floors. (c) Unless accelerated as provided herein, if Landlord shall deliver the First Expansion Space consists to Tenant, and such space shall become a part of two the Premises, on the later of January 1, 2003, and the date Landlord delivers the First Expansion Space to Tenant with Landlord's Work Substantially Complete. The First Expansion Space shall be delivered to Tenant in a manner consistent with Section 2.1 as to Landlord's construction obligations set forth in the Construction Rider defined in Section 2.1 (2) increments) "Landlord's Work"), Substantial Completion and conditions precedent to delivery to Tenant, and with the same, Tenant Improvement Allowance provided to Tenant. Tenant shall provide Final Tenant Improvement Plans to Landlord for the First Expansion Space no later than August 1, 2002. Landlord shall deliver the Second Expansion Space to Tenant on or before the first day of the 85th full month of the Term which, based upon the Scheduled Commencement Date, would be designated October 1, 2008. The Second Expansion Space shall be delivered to Tenant in its "As-Is" condition, but constructed to at least the base building condition as specified in Exhibit D & E. If the Second Expansion Space has not been constructed beyond the base Building condition set forth in Exhibits D & E, the determination of Market Rate will reflect the unimproved condition of the space. The space leased pursuant to the Second Expansion Option shall be added to the Premises on the date of delivery thereof by Landlord, but Tenant's obligation to pay Rent with respect thereto shall not commence until the earlier of (i) the date which is four (4) months after such delivery date, or (ii) the date on which Tenant commences using such space for business purposes. (d) Within thirty (30) days of receiving Tenant's notice exercising the Second Expansion Option, Landlord shall give notice of Landlord's good faith estimate of the Market Rate for the Expansion Space. The Market Rate set forth in such notice by Landlord shall be controlling unless within thirty (30) days after such notice Tenant shall notify Landlord that it objects to Landlord's estimate of Market Rate, in which case the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination Market Rate shall be determined in accordance with Section 3.5 of this Lease. APL If the Market Rate has not been determined prior to the date when monthly Rent on the Second Expansion Space commences, then Tenant shall pay monthly Rent based upon Landlord's estimates until the monthly Rent has been determined at which time Landlord shall pay to Tenant or Tenant shall pay to Landlord, as appropriate, the amount equal to the overpayment or underpayment of Rent for such Second Expansion Space. (e) If at the time of exercise or at any time thereafter until the option for commencement of the First Term as to the Expansion Space, if at allan Event of Default exists under this Lease, by written notice from APL Tenant will have no right to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject exercise its option as to the provisions of Subsection 4.3(crelevant Expansion Spade and/or to lease such Expansion Space. (f) below). Within ten (10) days after request by Landlord shall notify APL or Tenant, the parties will execute an amendment to this Lease, in writing (the "form prepared by Landlord, adding to the Premises any Expansion Designation Notice") Space which Tenant has elected to lease, as of the date of commencement of the term Term with respect to such Expansion Space, and otherwise upon the terms and conditions of this Lease. Tenant may elect to accelerate the Scheduled Commencement Date for the fourth and fifth floors of the lease Premises and/or the First Expansion Space. Upon written notice of Tenant's intent to accelerate the Commencement Date and the space to which such acceleration applies, Landlord shall make a commercially reasonable effort to deliver such space in the condition provided for in this Lease as of the date specified by Tenant, but Landlord, acting diligently, shall have no liability for failing to so deliver. If Tenant exercises its occupancy acceleration right and Landlord delivers the fourth and fifth floors of the Premises (currently scheduled for delivery/commencement on April 1, 2002) and/or the First Expansion Space to Tenant prior to their respective scheduled delivery/commencement dates under the Lease and in the condition required under this Lease, Tenant shall receive a credit ("Rent Credit") against Rent due under this Lease for each increment month the respective delivery dates are accelerated. The Rent Credit will be applied against the first installments of Rent coming due after the respective accelerated delivery/commencement dates. If the respective scheduled delivery/commencement dates are accelerated for any partial month, the Rent Credit will be prorated for such partial month on the basis of the total number of days in that particular month. The Rent Credit will be an amount equal to $1.67 multiplied by the number of rentable square feet of space, delivery of which is accelerated, multiplied by the number of months (or partial months) the respective scheduled delivery/commencement dates are accelerated. For example, if Tenant exercises its acceleration right with respect to two floors of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six Space (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") currently scheduled for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing delivery on January 1, 2003) and Landlord delivers the First Expansion Space to Tenant on October 15, 2002 (with all of the delivery conditions of Section 2.1 satisfied such that the commencement date for the First Expansion Space is October 15, 2002), Tenant will receive a Rent Credit equal to $361,356.67, calculated as follows: $1.67 multiplied by, 87,110 (2 floors @ 43,555 RSF each) multiplied by 2.484 (the partial month happens to be a month with 31 days, and ending 15 divided by 31 equals 0.484 when rounded to 3 decimal points). With respect to the fourth and fifth floors of the Premises scheduled for delivery on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May April 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") only one of the date of commencement of floors has a carrying charge built into the term of the lease of the Second Expansion SpaceBase Rent for such space, and the exact size carrying charge is calculated only for a period of 3 months. Therefore, the Rent Credit for the fourth and location fifth floors is limited to one floor for a maximum of 3 months. Accordingly, by way of example, if Tenant exercises its occupancy acceleration right with respect to the fourth and fifth floors of the Second Expansion SpacePremises (currently scheduled for delivery/commencement on April 1, not less than six 2002), and Landlord delivers the fourth and fifth floors of the Premises to Tenant on October 15, 2001 (6with all of the delivery conditions of Section 2.1 satisfied such that the commencement date for the fourth and fifth floors of the Premises is October 15, 2001), Tenant will receive a Rent Credit equal to $218,210.55, calculated as follows: $1.67 multiplied by 43,555 (the Rent Credit is only applicable to one floor) multiplied by 3 (the maximum number of months prior Tenant is entitled to a Rent Credit for this space). If Tenant exercises the foregoing right with respect to only one floor of the Premises scheduled for delivery/commencement on April 1, 2002, the Rent Credit will be applied to such commencement dateacceleration.

Expansion Options. (a) First ExpansionAll expansion rights, preferential lease rights and refusal rights previously granted Tenant pursuant to the Lease are hereby deleted in their entirety. APL Subject to and upon the terms, provisions and conditions set forth in this Section 13, Tenant shall have the option have, and is hereby granted, two (the "First 2) options (each an “Expansion Option"”) to lease between 10,000 and 12,000 rentable square feet approximately one-half (1/2) of space on one any single floor located in the elevator bank serving Floors 49-59 of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one Tenant’s expansion floor (1) or two (2) incrementsthe “Expansion Premises”), in Landlord's sole discretion, provided that no increment shall consist response to Tenant’s exercise of less than four thousand an Expansion Option (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or datesi.e., if Tenant leases one-half (1/2) of a floor pursuant to the First first Expansion Space consists Option, the other one-half (1/2) of two such floor shall be the Expansion Premises subject to the second Expansion Option, otherwise, if Tenant does not exercise the first Expansion Option, the second Expansion Premises shall be one-half (21/2) increments) to be of a floor located in the elevator bank serving Floors 49-59 of the Building designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, as applicable) by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject on or prior to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") expiration of the date of commencement forty-eighth (48th) full calendar month of the term Term with respect to the first Expansion Option, and/or on or prior to the expiration of the lease of each increment eighty-fourth (84th) full calendar month of the First Term with respect to the second Expansion SpaceOption, and the exact size and location of each increment of the First respectively. If Tenant does not timely exercise an Expansion SpaceOption, not less than six (6) months prior to such commencement dateExpansion Option shall be waived. (b) Second ExpansionAn Expansion Option may be exercised only if, at the time of such exercise and at the time of Landlord’s delivery of the applicable Expansion Premises to Tenant (i) no event of default then exists under the Lease and (ii) Tenant is in possession of at least the Occupancy Threshold (unless Landlord, in its sole discretion, elects to waive such condition(s)). APL If such condition(s) are not satisfied or waived by Landlord, any purported exercise of an Expansion Option shall have be null and void. No assignee of Tenant, or sublessee of the option (the "Second Leased Premises may exercise an Expansion Option". (c) If Tenant elects to exercise an Expansion Option, Tenant’s lease one additional floor of the Building applicable Expansion Premises shall be subject to all of the terms, covenants and conditions of this Lease except that the Base Rental rate shall be the Market Base Rental Rate (as defined in Section 12 hereof). The term of the Lease with respect to the applicable Expansion Premises shall commence on the date of Landlord’s delivery of possession of the applicable Expansion Premises to Tenant (which shall occur at any time after the expiration of the fifty-fourth (54th) full calendar month of the Term, but prior to the expiration of the sixty-sixth (66th) full calendar month of the Term with respect to the first Expansion Premises, and at any time after the expiration of the ninetieth (90th) full calendar month of the Term, but prior to the expiration of the one hundred second (102nd) full calendar month of the Term with respect to the second Expansion Premises, respectively), and shall be designated by Landlord, as provided below) coterminous with the Term with respect to the remainder of the Leased Premises. Tenant’s obligation to pay the rent for the applicable Expansion Premises shall commence on the date (the "Second “Expansion Space"Rental Commencement Date”) for a term that is the earlier to occur of (A)Ecommencing on a date to be designated by i) ninety (90) days following Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination ’s delivery of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") possession of the applicable Expansion Premises to Tenant, or (ii) the date of commencement of that Tenant fully occupies the term of the lease of the Second applicable Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement datePremises.

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) First Expansion. APL shall have the option [Intentionally omitted]. (b) [Intentionally omitted]. (c) An Option (the "First “Third Expansion Option"”) to lease between 10,000 and 12,000 rentable square feet of space on one floor of add to the Building (Premises the location and exact size and configuration of which Twentieth Floor Part c. The Third Expansion Option shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier than May 1, 2000, and not later than June 30December 2, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date1996. (bd) Second Expansion. APL shall have the option An Option (the "Second “Fourth Expansion Option"”) to lease one additional floor add to the Premises all of the Building (which Square Feet on the twenty-first Floor of the Building. The Fourth Expansion Option shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier later than May 1December 2, 20021998. (e) An Option (the “Fifth Expansion Option”) to add to the Premises all of the Square Feet on the twenty-second Floor of the Building. The Fifth Expansion Option shall be exercised, and if at all, by written notice from Tenant to Landlord given not later than June 30December 2, 2002 2000. (subject f) An option (the “Sixth Expansion Option”) to add to the provisions Premises all of Subsection 4.3(cthe Square. Feet on the twenty-third Floor of the · Building. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2002. (g) below). Landlord shall notify APL in writing An Option (the "“Seventh Expansion Designation Notice"Option”) to add to the Premises all of the date of commencement Square Feet on the twenty-fourth Floor of the term Building. The Seventh Expansion option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than December 2, 2004. Any such notice of exercise shall be effective if and only if at the lease time of giving of such notice this Lease has been extended for the Second first Extended Term in accordance with Article 3.02. (h) An Option (the “Eighth Expansion option”) to add to the Premises the Eighth Expansion. Option Space. The Eighth Expansion option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than August 29, 2006. Any such notice of exercise shall be effective if and only if at the exact size and location time of g1v1ng of such notice this Lease has been extended for the Second first Extended Term in accordance with Article 3.02. (i) An Option (the “Ninth Expansion Option”) to add to the Premises the Ninth Expansion Option Space. The Ninth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not less later than six March 1, 1996. (6j) months prior An option (the “Tenth Expansion Option”) to such commencement dateadd to the Premises the Tenth Expansion option Space. The Tenth Expansion option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than March 1, 1997.

Expansion Options. (a) First Expansion. APL A. Notwithstanding anything to the contrary contained herein, provided that there exists no Event of Default and Tenant is in occupancy of the Premises, Tenant shall have the option option, but not the obligation, by providing Landlord with one hundred eighty (180) days prior written notice, of including in the Premises the office space identified in Exhibit C as the First Expansion Space, consisting of 5,000 - 6,000 rentable square feet (based upon a mutually acceptable space plan to be measured by Landlord), as of September 1, 2000 (the "First Expansion OptionSpace Commencement Date") ). If Tenant exercises its right to lease between 10,000 and 12,000 rentable square feet of space on one floor of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if add the First Expansion Space consists to the Premises, then effective as of two the First Expansion Space Commencement Date, the following shall apply: (2i) increments) Landlord hereby leases to be designated by Landlord, but which shall be within Tenant and Tenant hereby leases from Landlord the period commencing First Expansion Space on January 1, 2001, the terms and conditions hereinafter set forth on the First Expansion Term Commencement Date and ending on December 31, 2002, and the expiration of the Term. (B)Eending upon the termination of this Lease. APL ii) The Tenant shall exercise the option pay Monthly Base Rent for the First Expansion Space on the same basis and at the same rental rate as the base rental rate for the original office space demised hereunder, as the same is increased from time to time. (iii) Taxes and Operating Expenses payable under Section 4 shall be increased proportionately to reflect the additional rentable area in the First Expansion Space. (iv) Landlord shall provide Tenant with the First Expansion Space "as is" and Landlord shall furnish Tenant with a Tenant's Improvement Allowance for the First Expansion Space in the amount of $12.50 per rentable square foot, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject payable upon completion of the Tenant's modifications to the provisions Premises and delivery of Subsection 4.3(csatisfactory waivers of lien, paid invoices, receipts and reasonable documentation requested by Landlord. (v) below). Landlord shall notify APL Except as otherwise specifically provided in writing (this Section, from and after the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment exercise of the First Expansion SpaceOption by Tenant, and all references in the exact size and location of each increment of Lease to the Premises shall be deemed to apply to the First Expansion SpaceSpace as well as the Premises initially leased hereunder and all of the terms, not less than six (6) months prior provisions, and conditions of the Lease shall apply to such commencement datethe First Expansion Space with the same force and effect as if it were leased to Tenant initially together with the Premises originally demised hereunder. (b) Second Expansion. APL B. Notwithstanding anything to the contrary contained herein, provided that there exists no Event of Default and Tenant is in occupancy of the Premises, Tenant shall have the option option, but not the obligation, by providing Landlord with one hundred eighty (180) days prior written notice, of including in the Premises the office space identified in Exhibit D as the Second Expansion Space, consisting of 5,000 - 6,000 rentable square feet (based upon a mutually acceptable space plan to be measured by Landlord), as of September 1, 2003 (the "Second Expansion OptionSpace Commencement Date") ). If Tenant exercises its right to lease one additional floor add the Second Expansion Space to the Premises, then effective as of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space"space Commencement Date, the following shall apply: (i) for a term (A)Ecommencing Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Second Expansion Space on a date to be designated by Landlord, but which shall be within the period commencing terms and conditions hereinafter set forth on January 1, 2003, the Second Expansion Term Commencement Date and ending on June 30, 2004, and the expiration of the Term. (B)Eending upon the termination of this Lease. APL ii) The Tenant shall exercise the option pay Monthly Base Rent for the Second Expansion Space on the same basis and at the same rental rate as the base rental rate for the original office space demised hereunder, as the same may increase from time to time. (iii) Taxes and Operating Expenses payable under Section 4 shall be increased proportionately to reflect the additional rentable area in the Second Expansion Space. (iv) Landlord shall provide Tenant with the Second Expansion Space "as is" and Landlord shall furnish Tenant with a Tenant's Improvement Allowance for the Second Expansion Space in the amount of $12.50 per rentable square foot, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject payable upon completion of the Tenant's modifications to the provisions Premises and delivery of Subsection 4.3(csatisfactory waivers of lien, paid invoices, receipts and other reasonable documentation requested by Landlord. (v) below). Landlord shall notify APL Except as otherwise specifically provided in writing (this Section, from and after the "Expansion Designation Notice") of the date of commencement of the term of the lease exercise of the Second Expansion SpaceOption by Tenant, and all references in the exact size and location of Lease to the Premises shall be deemed to apply to the Second Expansion SpaceSpace as well as the Premises initially leased hereunder and all of the terms, not less than six (6) months prior provisions, and conditions of the Lease shall apply to such commencement datethe Second Expansion Space with the same force and effect as if it were leased to Tenant initially together with the Premises originally demised hereunder.

Expansion Options. (a) First Expansion. APL JT shall have options to expand the option Collaboration to include the areas of Indication #2 (as such term is defined on Exhibit A attached hereto) during the first two years following the Agreement Date (the "First Expansion Indication #2 Option") to lease between 10,000 and 12,000 rentable square feet of space Indication #3 (as such term is defined on one floor of Exhibit A attached hereto) during the Building (first two years plus 60 days following the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) Agreement Date (the "First Expansion SpaceIndication #3 Option") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination terms and conditions contained in this Agreement. If the Research Program with respect to Indication #1 is terminated by JT pursuant to Section 2.6 prior to the exercise or expiration of this Leaseeither Indication #2 Option or Indication #3 Option, JT shall inform Gene Logic in writing prior to the expiration of the applicable six-month notice period ofwhether or not JT will be exercising either or both of such options prior to its expiration and if so, when it will exercise such option. APL shall In the event that JT does not exercise the option for Indication #2 Option or the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject Indication #3 Option prior to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") expiration of the date applicable period set forth above or their earlier termination as provided in this Section 6.1, then Gene Logic shall thereafter be free to grant rights to a Third Party in the areas of commencement of the term of the lease of each increment of the First Expansion SpaceIndication #2 or Indication #3, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement dateas applicable. (b) Second Expansion. APL In addition, JT shall have the option to expand the Collaboration to include nonexclusive rights in additional fields (other than the "Second Expansion Option"Indications) at any time during the period ending six months prior to lease one additional floor the end of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date Research Term upon terms and conditions to be designated negotiated and mutually agreed in good faith by Landlordthe parties; provided that the terms for the expansion shall not be less favorable to JT, but which shall be within when viewed in the period commencing aggregate, than the terms previously granted by Gene Xxxxx to any Third Party for rights of a comparable scope and nature; and provided further that the parties agree that the Research Program will not include any research program primarily directed toward the discovery and characterization of genes associated with the indications listed on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon Schedule 6.1 attached hereto for the termination purpose of this Leaseidentifying potential targets for screening. APL shall JT mxx exercise the option for the Second Expansion Space, if granted under this Section 6.1(b) by providing Gene Logic notice of such exercise in writing at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject any time prior to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than that is six (6) months prior to such commencement datethe end of the Research Term."

Expansion Options. Tenant shall have the following options to add space in the Building to the Premises: (a) First Expansion. APL shall have the An option (the "“First Expansion Option"”) to lease between 10,000 and 12,000 rentable square feet of space on add to the Premises one floor half of the Building (number of Square Feet on the location and exact size and configuration of which Floor immediately above the Initial Space. The First Expansion Option shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Spaceexercised, if at all, by written notice from APL Tent to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") first day of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement datethird Lease Year. (b) Second Expansion. APL shall have the An option (the "“Second Expansion Option"”) to lease add to the Premises one additional floor half of the Building (which number of Square Feet on the Floor immediately above the Initial Space. The Second Expansion Option shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier later than May 1the first day of the fourth Lease Year. (c) An option (the “Third Expansion Option”) to add to the Premises all of the Square Feet on the second Floor immediately above the Initial Space. The Third Expansion Option shall be exercised, 2002if at all, and by written notice from Tenant to Landlord given not later than June 30, 2002 the first day of the sixth Lease Year. (subject d) An option (the “Fourth Expansion Option”) to add to the provisions Premises all of Subsection 4.3(cthe Square Feet on the third Floor immediately above the Initial Space. The Fourth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than the first day of the eighth Lease Year. (e) below). Landlord shall notify APL in writing An option (the "“Fifth Expansion Designation Notice"Option”) to add to the Premises all of the date of commencement Square Feet on the fourth Floor immediately above the Initial Space. The Fifth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than the first day of the term tenth Lease Year. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the lease Square Feet on the fifth Floor immediately above the Initial Space. The Sixth Expansion Option shall be exercised, if at all, by written notice from Tenant to Landlord given not later than the first day of the Second twelfth Lease Year. (g) An option (the “Seventh Expansion Space, and Option”) to add to the exact size and location Premises all of the Second Square Feet on the sixth Floor immediately above the Initial Space and one half of the number of Square Feet on the seventh Floor immediately above the Initial Space. The Seventh Expansion SpaceOption shall be exercised, if at all, by written notice from Tenant to Landlord given not less later than six (6) months prior to the first day of the fourteenth Lease Year. Any such commencement datenotice of exercise shall be effective if and only if at the time of giving of such notice this Lease has been extended for the first Extended Term in accordance with Article 3.02.

Expansion Options. Tenant shall have one or more options (exercised at Tenant’s direction) to expand the Premises (each an “Expansion Option”) to include all or any portion of the 440 Building (the “440 Expansion Premises”) and all or any portion of the 430 Building that is (i) unoccupied by any third party as of the date hereof and (ii) not subject to any expansion or other rights of occupancy or possession of any third party as of the date hereof (the “430 Expansion Premises,” and together with the 440 Expansion Premises, collectively, the “Expansion Premises”), in each case exercisable by written notice (the “Expansion Notice”) delivered to Landlord specifying the portion of the Expansion Premises which Tenant elects to utilize as part of the Premises and the date when Tenant desires the term commencement date with regard to such Expansion Premises to occur (the “Expansion Delivery Date”); provided, however, that (a) First Expansion. APL shall have all such Expansion Options must be exercised on or before the option five (the "First Expansion Option"5) to lease between 10,000 and 12,000 rentable square feet of space on one floor year anniversary of the Building Rent Commencement Date for the Initial Premises, the “Expansion Option Termination Date”), (b) the location and exact size and configuration of which Expansion Delivery Date specified in such Expansion Notice shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to and no later than seven (7) months after the date of such commencement date. Expansion Notice, (bc) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which Premises specified in such Expansion Notice shall be designated by Landlordin full floor increments, as provided below(d) (Tenant may not exercise an Expansion Option with respect to any 430 Expansion Premises unless it has previously or simultaneously with such exercise, exercised all of its Expansion Options with respect to the "Second 440 Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004Premises, and (B)Eending upon e) Tenant shall not then be in Default. From and after the termination of Expansion Delivery Date for any Expansion Premises, this Lease shall be automatically amended to include the Expansion Premises specified in such Expansion Notice within the Premises (without the need for any further agreement amending this Lease. APL shall exercise the option for the Second Expansion Space), if at allit being expressly understood that, by written notice from APL to Landlord given not earlier than May 1except as specifically provided otherwise, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") all of the date terms and conditions set forth in this Lease shall apply to such Expansion Premises. Tenant’s right to exercise any Expansion Option shall automatically terminate and be of commencement no further force or effect as of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement dateOption Termination Date.

Expansion Options. Subject to the terms and conditions set forth in this Section 1.2, Landlord grants to Tenant options to add space ("Expansion Space") to the Premises as follows: (a) First Expansion. APL shall have the The first option (the "First Expansion Option") shall be with respect to lease between 10,000 and 12,000 rentable approximately 14,387 square feet of space on one floor of Rentable Area in the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space"). The second option ("Second Expansion Option") for a term shall be with respect to approximately 7,075 square feet of Rentable Area in the Building (A) commencing on a date (or dates, if "Second Expansion Space"). A floor plan showing the approximate configuration and location of the First Expansion Space consists of two and the Second Expansion Space is attached hereto as Exhibit A-2. (2b) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL Tenant shall exercise the option for the First Expansion SpaceOption, if at all, by written notice from APL to Landlord given not earlier no later than May 1July 31, 2000, and not 2006. Tenant shall exercise the Second Expansion Option no later than June 30, 2000 2009. If Tenant shall fail to exercise any Expansion option by the dates provided, it shall be deemed to have waived the right to exercise the Expansion Option in question, but Tenant's failure to exercise the First Expansion Option shall not waive Tenant's right to exercise the Second Expansion Option. Each Expansion Option shall be exercised by Tenant giving notice to Landlord of its election. (subject c) Landlord shall deliver the First Expansion Space to the provisions of Subsection 4.3(c) below)Tenant on Feb, 2007. Landlord shall deliver the Second Expansion Space to Tenant on or before Jan 1, 2009. The First Expansion Space and Second Expansion Space shall each be delivered to Tenant in its "As-Is" condition. The determination of Market Rate will reflect the condition of the space. The space leased pursuant to either the First Expansion Option or the Second Expansion Option shall be added to the Premises on the date of delivery thereof by Landlord, but Tenant's obligation to pay Rent with respect thereto shall not commence until the earlier of (i) the date which is four (4) months after such delivery date, or (ii) the date on which Tenant commences using such space for business purposes. (d) Within thirty (30) days of receiving Tenant's notice exercising the First Expansion Option or the Second Expansion Option, Landlord shall give notice of Landlord's good faith estimate of the Market Rate for the Expansion Space. The Market Rate set forth in such notice by Landlord shall be controlling unless within thirty (30) days after such notice Tenant shall notify APL Landlord that it objects to Landlord's estimate of Market Rate, in writing which case the Market Rate shall be determined in accordance with Section 3.1(c) of this Lease. If the Market Rate has not been determined prior to the date when monthly Rent on the Expansion Space commences, then Tenant shall pay monthly Rent based upon Landlord's estimates until the monthly Rent has been determined at which time Landlord shall pay to Tenant or Tenant shall pay to Landlord, as appropriate, the amount equal to the overpayment or underpayment of Rent for such Expansion Space. (e) If at the "time of exercise or at any time thereafter until the commencement of the Term as to the Expansion Designation Notice"Space, an Event of Default exists under this Lease, Tenant will have no right to exercise its option as to the relevant Expansion Space and/or to lease such Expansion Space. (f) Within ten (10) days after request by Landlord or Tenant, the parties will execute an amendment to this Lease, in the form prepared by Landlord, adding to the Premises any Expansion Space which Tenant has elected to lease, as of the date of commencement of the term of the lease of each increment of the First Term with respect to such Expansion Space, and with the exact size and location of each increment of Termination Date specified in the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003Basic Lease Information, and ending on June 30, 2004, and (B)Eending otherwise upon the termination terms and conditions of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. (a) First Expansion. APL For the period ending December 31, 2004 (the “Initial Expansion Period”), Tenant shall have the option (exclusive right to expand into all or a portion of the "First Expansion Option") to lease between 10,000 and 12,000 rentable square feet remainder of the available space on one floor of within the Building (the location “Expansion Space”). If Tenant elects to exercise its option as to less than all of the available space within the Building, the space as to which Tenant may exercise its expansion option must be contiguous to the Leased Premises and exact the remainder of the available space in the Building as to which Tenant does not exercise its option must, in Landlord’s reasonable judgment, constitute space of a sufficient size and configuration to be reasonably susceptible of which being leased to a third party. Tenant shall be designated by Landlord entitled to exercise such right to expand the Leased Premises only if Tenant is not in default hereunder at the time such option to expand is exercised as provided below and the expansion shall be effective only if Tenant is not in default hereunder at the commencement date for the lease of the Expansion Space. Tenant shall exercise such right to expand by giving written notice to Landlord at any time prior to the expiration of the Initial Expansion Period, which spacenotice shall include a description of the Expansion Space. If Tenant so timely exercises such expansion option, the lease of the Expansion Space shall be at Landlord's electionthe same Base Rent per gross square foot and on the same terms and conditions as set forth in this Lease, may consist except as otherwise expressly provided herein. Notwithstanding anything contained herein, if the commencement date for such Expansion Space is earlier than December 31, 2004, Tenant shall not be required to pay any rent on such Expansion Space until January 1, 2005. (b) After the expiration of either one the Initial Expansion Period and prior to the expiration of eight (18) years after the Effective Date, Tenant shall have a continuing option to expand into available space within the Building; provided that the space as to which Tenant exercises its expansion option must be such that the remainder of any available space within the Building (or other building where the expansion option has been exercised) or two (2) incrementsas to which Tenant does not exercise its option must be contiguous to the Leased Premises, and the remainder of the available space within the Building as to which Tenant does not exercise its option must constitute, in Landlord's sole discretion’s reasonable judgment, space of a sufficient size and configuration to be reasonably susceptible of being leased to a third party. Tenant shall be entitled to exercise such right to expand the Leased Premises only if Tenant is not in default hereunder at the time such option to expand is exercised as provided that no increment below and the expansion shall consist be effective only if Tenant is not in default hereunder at the commencement date for the lease of less than four thousand (4,000) rentable square feet of space) (the "First such Expansion Space") for a term (A) commencing on a date (or dates, . It is further agreed that Tenant’s right to lease such additional contiguous space shall apply only if such space is not leased at the First Expansion Space consists time Tenant gives Landlord notice of two (2) increments) Tenant’s exercise of the right to be designated by Landlord, but which shall be within expand the period commencing on January 1, 2001, Leased Premises and ending on December 31, 2002, and (B)Eending upon only if Landlord has not given Tenant the termination of this LeaseLease Proposal Notice as to that space as provided in paragraph 3 below. APL Tenant shall exercise such right to expand by giving written notice to Landlord at least thirty (30) days prior to the option proposed commencement date for the First lease of such Expansion Space, if which notice shall include a description of the Expansion Space. If Tenant so timely exercises such expansion option, the lease of such Expansion Space shall be at allthe same Base Rent per gross square foot and on the same terms and conditions as set forth in this Lease, by written notice from APL except as otherwise expressly provided herein. It is agreed that Tenant’s right to Landlord given not earlier than May 1expand the Leased Premises is a continuing right until the expiration of eight (8) years after the Effective Date. Accordingly, 2000it is understood that to the extent Tenant exercises an option to expand the Leased Premises as provided above, Tenant shall continue to have the right to expand the Leased Premises into any available contiguous space within the Building at the time such expansion right is exercised, and in the event any contiguous currently leased space is vacated or otherwise becomes available, including but not later than June 30limited to, 2000 the space currently occupied in the Building by the Texas Department of Parks and Wildlife and the Texas Workers Compensation Commission, Tenant’s right to expand shall apply to such vacated or otherwise available contiguous space. (subject c) If Tenant timely exercises a right to expand the provisions of Subsection 4.3(cLeased Premises under either (a) below). or (b) above, Landlord and Tenant shall notify APL in writing execute an appropriate amendment to this Lease within twenty (the "Expansion Designation Notice"20) of days after the date of commencement Tenant’s notice to Landlord of the term exercise of such expansion right to add the Expansion Space to the Leased Premises. The commencement date for the payment of the lease of each increment Base Rent for such Expansion Space shall be (i) sixty (60) days after the date on which such Expansion Space is Ready For Occupancy, or (ii) the date Tenant occupies any portion of the First Expansion SpaceSpace for the conduct of its business activities; provided, and the exact size and location of each increment of the First Expansion Space, not less in no event shall such commencement date be later than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of after the date of commencement Tenant’s notice of the term exercise of such expansion right. The expiration date for the lease of the Second Expansion Space shall be the Expiration Date as provided in this Lease. Tenant shall complete all improvements required or desired by Tenant for its use of the Expansion Space on and subject to the principles of construction contained in the Lease and the Work Letter attached hereto as Exhibit D, and Landlord shall provide a Tenant Improvement Allowance, provided, however, that the amount of the per gross square foot Tenant Improvement Allowance shall be equal to $25.00 multiplied by a fraction, (a) the numerator of which is the number of months from the commencement date for the Expansion Space until the Expiration Date, and (b) the denominator of which is 120; and the procedure and requirements for draws shall be in accordance with that set forth in the Work Letter, as same may be revised for the Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. (a) First Expansion. APL shall have the To accommodate Tenant’s expansion needs, Landlord hereby gives Tenant an option to lease (the "First “Expansion Option"”) up to lease between 10,000 and 12,000 rentable one hundred percent (100%), but not less than fifty percent (50%), of a building of approximately one-hundred thousand ( 100,000) square feet feet, or of space on one floor whatever size the City of the Building Raleigh will allow (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First “Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) incrementsBuilding”) to be designated constructed by Landlord, but which shall be within Landlord on the period commencing land shown on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Leaseattached Exhibit B-1. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the The initial term of the lease of each increment of Expansion Option shall commence upon the First Expansion Space, Commencement Date hereof and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing automatically expire on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL The Expansion Option shall exercise the option be at no cost to Tenant for the Second initial term. If Tenant elects to lease the Expansion SpaceBuilding, if at all, by written notice from APL such lease shall contain substantially the same terms and conditions as in this Lease with the specific business terms to Landlord given not earlier than May 1, 2002, be agreed upon between the parties within thirty (30) days of receipt of detailed plans and not later than June 30, 2002 (subject to specifications for the provisions of Subsection 4.3(c) below)Tenant Improvements. Landlord shall notify APL in writing will provide to Tenant a “bid” to construct the new building and all improvements. If Tenant elects to lease one hundred percent (the "Expansion Designation Notice"100%) of the date of commencement Expansion Building, Tenant may obtain bids for the construction from two other qualified, licensed, general contractors. If Tenant wishes to use one of the term other contractors, Tenant must submit the bid and all supporting and related documentation to Landlord. Upon receipt of the lease competing bid with supporting documentation, Landlord will have thirty (30) days to notify Tenant as to whether Landlord will match the bid or allow Tenant to use the other contractor. If Landlord elects to allow Tenant to use the other contractor, Tenant must do so and, prior to commencing construction, must deliver to Landlord a letter of credit in the amount of the Second Expansion Space, bid and in the exact size and location form required by the Lease as shown on Exhibit H. If Tenant elects to lease less than one hundred percent (100%) of the Second Expansion SpaceBuilding, not less than six (6) months Tenant must use Landlord for all construction. All negotiations concerning the Expansion Option must be conducted in good faith with the parties using their best efforts to reach an agreement. All negotiations and a fully executed lease must be completed prior to such commencement date.the expiration of the Expansion Option term (initial or extended, as applicable), failure to do so being an absolute bar of Tenant’s rights under the Expansion Option. Time is of the essence with regard to the Expansion Option

Expansion Options. Tenant has the following options to add space in the Building to the Premises: (a) First Expansion. APL shall have the An option (the "“First Expansion Option"”) to lease between 10,000 and 12,000 rentable square feet of space on add to the Premises one floor of full Floor in the Building lower elevator bank (the location and exact size and configuration of which Floors 7 through 24). The First Expansion Option shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier than May at any time between June 1, 20002004 and May 31, and not later than June 30, 2000 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date2005. (b) Second Expansion. APL shall have the An option (the "“Second Expansion Option"”) to lease add to the Premises one additional floor of full Floor in the Building lower elevator bank (which Floors 7 through 24). The Second Expansion Option shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Spaceexercised, if at all, by written notice from APL Tenant to Landlord given not earlier than May at any time between June 1, 20022007 and May 31, 2008. Notwithstanding the foregoing, in the event Tenant has exercised its Right of First Offer pursuant to Section 23.09 below on all First Offer Space as it becomes available, and a full Floor or Floors are not later than June 30available to satisfy Tenant’s exercise of one or both of its Expansion Options, 2002 (subject to then upon the provisions exercise of Subsection 4.3(c) below). any such Expansion Option, Landlord shall notify APL make available such space within the lower elevator bank (if any) that is available to Landlord for leasing to Tenant. For clarification purposes, Tenant’s Right of Fist Offer and Expansion Options include the same Floors in writing (the "Building. In the event that Tenant exercises its Right of First Offer on all Floors in the lower elevator bank, then Landlord will be unable to deliver to Tenant its Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion SpaceOptions, and Landlord shall have no obligation of provide Tenant Expansion Options in any other elevator bank in the exact size and location of Building. Notwithstanding anything contained herein, provided at least two full Floors are not occupied by Tenant in the Second lower elevator bank, Landlord is obligated to deliver to Tenant its Expansion SpaceOptions as required by this Article, not less than six (6) months prior which obligation includes the obligation to recapture the necessary space from other tenants then occupying such commencement datespace.

Expansion Options. (a) First Expansion. APL Tenant shall have the option four (the "First Expansion Option") to lease between 10,000 and 12,000 rentable square feet of space on one floor of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space4), at Landlord's election, may consist of either one (1) time options to lease additional space in the Building in blocks of up to approximately 15,000 usable square feet or two (2) incrementsthe remaining space in the Building not leased by Tenant, if less than 15,000 usable square feet. These options shall be on the fourth, sixth, eighth and tenth anniversary dates of the Commencement Date. Tenant, in Landlord's sole discretionorder to exercise said options, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to must notify Landlord given not earlier than May 1, 2000, and in writing not later than June 30, 2000 nine (subject 9) months prior to the provisions respective anniversary date of Subsection 4.3(c) below)the Commencement Date. Landlord shall notify APL in writing deliver expansion space not later than three (3) months after the "Expansion Designation Notice"respective anniversary date. Basic Annual Rent on a per rentable square foot basis for the expansion areas shall be calculated by taking the Basic Annual Rent during the first year of the Lease Term ($15.15 per square foot) minus Landlord's share of Operating Costs for the twelve (12) month period after the Commencement Date, multiplied by 1.03 per year (compounded annually) to the date of commencement said expansion option and then adding Landlord's share of Operating Costs for the twelve (12) month period after the Commencement Date The interior finish allowance for the option exercisable for the fourth and sixth anniversaries for space that previously has not been leased shall be the same as the per square foot amount originally provided by Landlord regarding the Landlord's Work without the upgrades described as items 3(A), 3(B), 3(D), 3(E), 3(F), 3(I), 3(J) and 3(K) in Exhibit C-1. The interior finish allowance for the option exercisable for the fourth and sixth anniversaries for space that previously has been leased, built out and occupied by a third party shall be $4.00 per usable square foot. The interior finish allowance regarding the option exercisable for the eighth anniversary date of the Commencement Date shall be one-half the allowance on a per usable square foot basis for the options exercised on the fourth and sixth anniversaries. If Tenant does not exercise any one of its options to expand within the time frame stated above, that particular option shall be deemed null and void. The Lease Term for any expansion area shall be coterminous with the Lease Term or Extended Term as applicable, and the option exercisable for the tenth anniversary cannot be exercised unless the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement dateLease is extended. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. (a) First Expansion. APL Tenant shall have the option four (the "First Expansion Option") to lease between 10,000 and 12,000 rentable square feet of space on one floor of the Building (the location and exact size and configuration of which shall be designated by Landlord as provided below and which space4), at Landlord's election, may consist of either one (1) time options to lease additional space in the Building in blocks of up to approximately 15,000 usable square feet or two (2) incrementsthe remaining space in the Building not leased by Tenant, if less than 15,000 usable square feet. These options shall be on the fourth, sixth, eighth and tenth anniversary dates of the Commencement Date. Tenant, in Landlord's sole discretionorder to exercise said options, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the First Expansion Space, if at all, by written notice from APL to must notify Landlord given not earlier than May 1, 2000, and in writing not later than June 30, 2000 nine (subject 9) months prior to the provisions respective anniversary date of Subsection 4.3(c) below)the Commencement Date. Landlord shall notify APL in writing deliver expansion space not later than three (3) months after the "Expansion Designation Notice"respective anniversary date. Basic Annual Rent on a per rentable square foot basis for the expansion areas shall be calculated by taking the Basic Annual Rent during the first year of the Lease Term ($15.15 per square foot) minus Landlord’s share of Operating Costs for the twelve (12) month period after the Commencement Date, multiplied by 1.03 per year (compounded annually) to the date of commencement said expansion option and then adding Landlord’s share of Operating Costs for the twelve (12) month period after the Commencement Date. The interior finish allowance for the option exercisable for the fourth and sixth anniversaries for space that previously has not been leased shall be the same as the per square foot amount originally provided by Landlord regarding the Landlord’s Work without the upgrades described as items 3(A), 3(B), 3(D), 3(E), 3(F), 3(I), 3(J) and 3(K) in Exhibit C-1. The interior finish allowance for the option exercisable for the fourth and sixth anniversaries for space that previously has been leased, built out and occupied by a third party shall be $4.00 per usable square foot. The interior finish allowance regarding the option exercisable for the eighth anniversary date of the Commencement Date shall be one-half the allowance on a per usable square foot basis for the options exercised on the fourth and sixth anniversaries. If Tenant does not exercise any one of its options to expand within the time frame stated above, that particular option shall be deemed null and void. The Lease Term for any expansion area shall be coterminous with the Lease Term or Extended Term as applicable, and the option exercisable for the tenth anniversary cannot be exercised unless the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement dateLease is extended. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.

Expansion Options. (a) Tenant acknowledges that the Expansion Space leased by Tenant pursuant to the terms of the Second Amendment is the Expansion Space described in Rider 2 to the Lease, as amended by Section 2 of the First ExpansionAmendment. APL Accordingly, Rider 2 to the Lease, as amended by Section 2 of the First Amendment, is hereby deleted in its entirety. The first paragraph of Section A of Rider 3 to the Lease, as amended by Section 3 of the First Amendment, is hereby amended in its entirety to read as follows: Tenant shall have the option a right of opportunity (the "First Expansion Option"“Right of Opportunity”) to lease between 10,000 and 12,000 rentable on (i) the space containing 7,408 square feet of Agreed Rentable Area known as Suite 150 on the first (1st) floor of the Building, and (ii) the space containing 7,510 square feet of Agreed Rentable Area known as Suite 200 on one the second (2nd) floor of the Building, each as shown on Schedule A attached hereto (each, an “Opportunity Expansion Space”) as provided in this Rider 3. In the event Landlord shall desire to offer all or any portion of the Opportunity Expansion Space for rent, license or any other possessory arrangement with a bona-fide third party, and Landlord shall thereafter receive a counter proposal from a bona-fide third party covering all or any portion of the applicable Opportunity Expansion Space, Landlord shall deliver to Tenant a written statement (the “Statement”) setting forth the terms on which Landlord is willing to lease the entire applicable Opportunity Expansion Space to Tenant, which terms shall reflect the terms which are no worse for Tenant than the terms on which Landlord is willing to lease such space to a bona-fide third party. Tenant may lease the entire (but not a portion of) applicable Opportunity Expansion Space under such terms, by providing Landlord with written notice of exercise (the “Notice of Exercise”) within ten (10) days after the date of the Statement, except that Tenant shall have no such right and Landlord need not provide Tenant with an Statement if: Each reference to the “Opportunity Expansion Space” contained in the remaining provisions of Rider 3 to the Lease shall mean either the Opportunity Expansion Space located on the first (1st) floor of the Building (or the location and exact size and configuration of which shall be designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Opportunity Expansion Space consists located on the second (2nd) floor of two (2) increments) the Building, as the case may be. Exhibit E attached hereto is hereby added to be designated by Landlord, but which shall be within and incorporated into the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon Lease as Schedule A of Rider 3 to the termination of this Lease. APL shall exercise The Opportunity Expansion Space located on the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 second (subject to the provisions of Subsection 4.3(c2nd) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlordis currently leased to a third party tenant and, notwithstanding anything contained in Rider 3 to the Lease, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlordamended hereby, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination Tenant’s Right of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject Opportunity with respect to the provisions of Subsection 4.3(cOpportunity Expansion Space located on the second (2nd) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") floor of the date Building is subject and subordinate to the right of commencement of the existing tenant leasing such space to extend or renew the term of the its lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, (whether or not less than six (6) months prior to expressly stated as a right in such commencement datetenant’s lease).

Expansion Options. Provided that on the date of Tenant's exercise of the applicable Expansion Option (as hereinafter defined) and on the applicable Expansion Space Commencement Date (as hereinafter defined) (i) this Lease is in full force and effect and (ii) no Default by Tenant is in existence, Tenant shall have two (2) options to lease additional space in the Building (each an "Expansion Option" and collectively the "Expansion Options") pursuant to this Lease on the terms and conditions set forth in this Article. (a) First ExpansionEach of Tenant's two (2) Expansion Options shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said Expansion Option given not later than the applicable latest exercise date designated below, time being of the essence: (b) If Tenant's right as to either of the Expansion Options described above is not so exercised on or before the applicable latest exercise date described above, such applicable Expansion Option shall thereupon terminate. (c) Landlord shall determine the amount of Expansion Space to be made available for lease by Tenant and the applicable Expansion Space Commencement Date, subject to the following conditions: (x) The designated Expansion Space shall be located on any of floors 2 through 16, inclusive, of the Building. APL shall have Notwithstanding the option (the "First Expansion Option") to lease between 10,000 and 12,000 rentable square feet of space on one floor foregoing, if Suite 700 of the Building (which consists of approximately 14,000 Rentable Square Feet on the location 7th floor of the Building) is available during the window period for the second Expansion Option, Landlord shall designate said Suite 700 as the Expansion Space for the second Expansion Option and exact the Expansion Space Commencement Date with respect to said Suite 700 shall be June 1, 2016. Landlord shall give Tenant written notice of the size and configuration location of which the applicable Expansion Space and the applicable Expansion Space Commencement Date no later than sixty (60) days following receipt of Tenant's exercise notice; provided, however, that notwithstanding the forgoing, Landlord shall not be obligated to provide written notice designating the Expansion Space or Expansion Space Commencement Date sooner than February 28, 2010, with respect to the first Expansion Option and March 31, 2015, with respect to the second Expansion Option. (e) The Basic Rent per square foot of Rentable Area to be paid under this Lease for the applicable Expansion Space shall be designated by the Expansion Prevailing Market Rate (as determined pursuant to Article XXVI above) and as of the applicable Expansion Space Commencement Date for the applicable Expansion Space. Tenant's Proportionate Share shall be increased as of each applicable Expansion Space Commencement Date to reflect the number of Rentable Square Feet of the applicable Expansion Space. Expansion Space shall be tendered to Tenant in an "as is" condition and Landlord as provided below and shall have no obligation to alter, remodel, decorate or improve Expansion Space (or to pay for any such work). (f) Within sixty (60) days after receipt of Tenant's notice of exercise of the Expansion Option, Landlord shall advise Tenant of the applicable Expansion Prevailing Market Rate for the applicable Expansion Space. Tenant, within fifteen (15) days after the date on which space, at Landlord's electionLandlord advises Tenant of the applicable Expansion Prevailing Market Rate for the applicable Expansion Space, may consist provide Landlord with written notice of either one rejection of such Expansion Prevailing Market Rate (1the "Expansion Rejection Notice"). If Tenant fails to provide Landlord with an Expansion Rejection Notice within such fifteen (15) or two (2) incrementsday period, Tenant shall be deemed to have accepted the Expansion Prevailing Market Rate set forth in Landlord's sole discretionnotice of the Expansion Prevailing Market Rate. If Tenant provides Landlord with an Expansion Rejection Notice, provided that no increment Landlord and Tenant shall consist work together in good faith during the fifteen (15) day period following Tenant's delivery of less than four thousand the Expansion Rejection Notice to agree upon the Expansion Prevailing Market Rate. If Landlord and Tenant fail to agree upon the Expansion Prevailing Market Rate within fifteen (4,00015) rentable square feet of space) days after Tenant delivers an Expansion Rejection Notice, then Tenant may elect, by giving notice (the "First Expansion SpaceArbitration Notice") for to Landlord within five (5) business days after the end of such fifteen (15) day period, to have the Expansion Prevailing Market Rate determined pursuant to Section (g) below. If Tenant fails to provide Landlord with an Expansion Arbitration Notice within such five (5) business day period, Tenant shall be deemed to have accepted the Expansion Prevailing Market Rate set forth in Landlord's notice of the Expansion Prevailing Market Rate. (g) If the Expansion Prevailing Market Rate is to be determined pursuant to this Section, then Landlord and Tenant shall attempt to agree, in good faith, upon a term single broker not later than five (A5) commencing on days following the giving of the Expansion Arbitration Notice who shall determine the Expansion Prevailing Market Rate. If Landlord and Tenant are unable to agree upon a date single broker within such time period, then Landlord and Tenant shall each appoint one broker not later than ten (10) days following the giving of the Expansion Arbitration Notice. Not later than fifteen (15) days following the giving of the Expansion Arbitration Notice, the two appointed brokers shall appoint a third broker. If either Landlord or datesTenant fails to appoint a broker within the prescribed time period, if the First single broker appointed shall determine the Expansion Space consists Prevailing Market Rate. If both parties fail to appoint brokers within the prescribed time periods, then the first broker thereafter selected by a party shall determine the Expansion Prevailing Market Rate. If a single broker is chosen, then such broker shall determine the Expansion Prevailing Market Rate. Otherwise, the Expansion Prevailing Market Rate shall be the arithmetic average of two (2) incrementsof the three (3) to be designated by Landlordappraisals which are the closest in amount, but which and the third appraisal shall be within disregarded. Landlord and Tenant shall instruct the period commencing on January 1, 2001brokers to complete their determination of the Expansion Prevailing Market Rate not later than thirty (30) days following the giving of the Expansion Arbitration Notice. Each party shall bear the costs of its own broker, and ending on December 31the parties shall share equally the cost of the single or third broker if applicable. Each broker shall have at least ten (10) years' experience in the leasing of commercial office buildings (or, 2002in the case of any retail space with respect to which Expansion Prevailing Market Rent is being determined, ten (10) years’ experience in the leasing of retail space located in commercial office buildings) in the submarket in which the Building is located and shall be a licensed real estate broker. (B)Eending upon the h) Any termination of this LeaseLease or of Tenant's right to possession, any assignment of the Lease (other than to an Affiliate or Successor), or any subletting of all or any part of the Premises (other than to an Affiliate or Successor) shall automatically terminate the Expansion Options. APL It shall be a condition to Tenant's right to exercise an Expansion Option that Tenant shall be occupying, solely for its own use, all space in the option for the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 (Building then subject to this Lease. (i) If Tenant is entitled to and properly exercises the provisions of Subsection 4.3(c) below). Expansion Option, Landlord shall notify APL in writing prepare an amendment (the "Expansion Designation Notice") of the date of commencement of the term of the lease of each increment of the First Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement date. (b) Second Expansion. APL shall have the option (the "Second Expansion OptionAmendment") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (Lease to reflect the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term terms of the lease of the Second applicable Expansion Space. However, and the exact size and location an otherwise valid exercise of the Second Expansion SpaceOption shall, at Landlord's option, be fully effective whether or not less than six (6) months prior to such commencement datethe Expansion Amendment is executed.

Expansion Options. Without limitation of the terms of Paragraph 34(L)(i) of the Original Lease, it is hereby agreed that if Tenant exercises an Expansion Option under Paragraphs 34(B) through (aK) First Expansion. APL of the Lease, and if Tenant had, prior to such exercise, either (i) failed to timely exercise any previous Expansion Option under Article 34 of the Lease (any such floor which constituted the Expansion Premises for the Expansion Option which Tenant so failed to exercise being referred to as a “Failed Expansion Premises Floor”), or (ii) exercised any of its contraction options relative to a full floor at the Building under Paragraphs 34(U) through (X) of the Original Lease (any such floor which constituted the contraction space for such contraction option being referred to as a “Contraction Premises Floor”), then Landlord shall have the option right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the "First case may be) as the applicable Expansion Option") to lease between 10,000 and 12,000 rentable square feet of space on one Premises for the Expansion Option being so exercised by Tenant, in which case such floor of the Building (the location and exact size and configuration of which shall be so designated by Landlord as provided below and which space, at Landlord's election, may consist of either one (1) or two (2) increments, in Landlord's sole discretion, provided that no increment shall consist of less than four thousand (4,000) rentable square feet of space) (the "First Expansion Space") for a term (A) commencing on a date (or dates, if the First Expansion Space consists of two (2) increments) to be designated by Landlord, but which shall be within the period commencing on January 1, 2001, and ending on December 31, 2002, and (B)Eending upon applicable Expansion Premises for purposes of the termination of this Lease. APL The foregoing shall exercise not be deemed to limit any of the option for other terms and conditions set forth in Article 34 of the First Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2000, and not later than June 30, 2000 Lease (subject as amended hereby) relative to the provisions of Subsection 4.3(c) below)Expansion Premises thereunder. If Landlord elects to exercise its right to substitute any floors as the applicable Expansion Premises under this Paragraph 2, then Landlord shall notify APL in writing (the "Expansion Designation Notice") Tenant of the date of commencement substitute floor within ten (10) Business Days after Landlord’s receipt of the term of the lease of each increment of the First applicable Expansion Space, and the exact size and location of each increment of the First Expansion Space, not less than six (6) months prior to such commencement dateNotice from Tenant. (b) Second Expansion. APL shall have the option (the "Second Expansion Option") to lease one additional floor of the Building (which shall be designated by Landlord, as provided below) (the "Second Expansion Space") for a term (A)Ecommencing on a date to be designated by Landlord, but which shall be within the period commencing on January 1, 2003, and ending on June 30, 2004, and (B)Eending upon the termination of this Lease. APL shall exercise the option for the Second Expansion Space, if at all, by written notice from APL to Landlord given not earlier than May 1, 2002, and not later than June 30, 2002 (subject to the provisions of Subsection 4.3(c) below). Landlord shall notify APL in writing (the "Expansion Designation Notice") of the date of commencement of the term of the lease of the Second Expansion Space, and the exact size and location of the Second Expansion Space, not less than six (6) months prior to such commencement date.