Common use of Expansion Options Clause in Contracts

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 (K) 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 right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant, in which case such floor so designated by Landlord shall be the applicable Expansion Premises for purposes of the Lease. The foregoing shall not be deemed to limit any of the other terms and conditions set forth in Article 34 of the Lease (as amended hereby) relative to the 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 Tenant of the substitute floor within ten (10) Business Days after Landlord’s receipt of the applicable Expansion Notice from Tenant.

Expansion Options. Without limitation To accommodate Tenant’s expansion needs, Landlord hereby gives Tenant an option to lease (the “Expansion Option”) up to one hundred percent (100%), but not less than fifty percent (50%), of a building of approximately one-hundred thousand ( 100,000) square feet, or of whatever size the City of Raleigh will allow (the “Expansion Building”) to be constructed by Landlord on the land shown on the attached Exhibit B-1. The initial term of the Expansion Option shall commence upon the Commencement Date hereof and shall automatically expire on January 1, 2003. The Expansion Option shall be at no cost to Tenant for the initial term. If Tenant elects to lease the Expansion Building, such lease shall contain substantially the same terms and conditions as in this Lease with the specific business terms to be agreed upon between the parties within thirty (30) days of Paragraph 34(L)(ireceipt of detailed plans and specifications for the Tenant Improvements. Landlord will provide to Tenant a “bid” to construct the new building and all improvements. If Tenant elects to lease one hundred percent (100%) of the Original LeaseExpansion Building, it is hereby agreed that if Tenant exercises an Expansion Option under Paragraphs 34(B) through (K) 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 may obtain bids for the Expansion Option which construction from two other qualified, licensed, general contractors. If Tenant so failed wishes 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 right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant, in which case such floor so designated by Landlord shall be the applicable Expansion Premises for purposes of the Lease. The foregoing shall not be deemed to limit any use one of the other terms contractors, Tenant must submit the bid and conditions set forth in Article 34 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 amended hereby) relative to whether Landlord will match the Expansion Premises thereunderbid or allow Tenant to use the other contractor. If Landlord elects to exercise its right allow Tenant to substitute any floors as use the applicable Expansion Premises under this Paragraph 2other contractor, then Tenant must do so and, prior to commencing construction, must deliver to Landlord shall notify Tenant a letter of credit in the amount of the substitute floor within ten bid and in the form required by the Lease as shown on Exhibit H. If Tenant elects to lease less than one hundred percent (10100%) Business Days after Landlord’s receipt of the applicable Expansion Notice from Building, 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 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. Without limitation Tenant shall have expansion rights as to spaces described below. Option Spaces “1”, “2” and “3” below shall be subject to Landlord’s and Tenant’s final approval of exact location of such Option Space based upon the Tenant’s final determination of the terms of Paragraph 34(L)(i) exact location and size of the Original LeaseLeased Premises, which, as set forth herein, shall be determined no later than March 1, 2013, it is hereby agreed being intended by both parties that if Tenant exercises an Expansion Option under Paragraphs 34(B) through (K) 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 Space 1 shall be a full floor at and shall be contiguous to the Building under Paragraphs 34(U) through (X) Leased Premises and that Option Space 2 shall be a full floor and shall be contiguous to the Leased Premises or to Option Space 1. For example only, if the initial Leased Premises includes premises on the 5th floor, then Option Space 1 and Option Space 2 will be substantially as depicted on Schedule “G-1” hereto, but if the initial Leased Premises do not include premises on the 5th floor, then Option Space 1 and Option Space 2 will be on the 5th and 4th floors, respectively. The determination of the Original Lease (location of Option Spaces shall be memorialized in writing by the parties on or before March 15, 2013 following Tenant’s election as to the size of the initial Leased Premises. If leased by Tenant within the required time periods, Option Space 1 and Option Space 2 shall be leased on the same terms and conditions of the initial Lease, with the Allowance, Abatement and any such floor which constituted other rental concessions prorated for the contraction space remaining Term, all as set forth below, and the Term for such contraction option being referred to as a “Contraction Premises Floor”), then Landlord space(s) shall have be co-terminus with the right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised initial Term. If leased by Tenant, Option Space 3 will be leased in which case such floor so designated by Landlord shall be accordance with the applicable Expansion Premises for purposes of the Leaseterms below. The foregoing shall not be deemed to limit any of the other terms and conditions set forth in Article 34 of the Lease (Tenant’s expansion options are as amended hereby) relative to the 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 Tenant of the substitute floor within ten (10) Business Days after Landlord’s receipt of the applicable Expansion Notice from Tenant.follows:

Expansion Options. Without limitation 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 terms of Paragraph 34(L)(i440 Building (the “440 Expansion Premises”) and all or any portion of the Original Lease430 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, it is hereby agreed 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 if (a) all such Expansion Options must be exercised on or before the five (5) year anniversary of the Rent Commencement Date for the Initial Premises, the “Expansion Option Termination Date”), (b) the Expansion Delivery Date specified in such Expansion Notice shall be no earlier than six (6) months and no later than seven (7) months after the date of such Expansion Notice, (c) the Expansion Premises specified in such Expansion Notice shall be in full floor increments, (d) Tenant exercises may not exercise an Expansion Option under Paragraphs 34(B) through (K) of the Lease, and if Tenant had, prior with respect to any 430 Expansion Premises unless it has previously or simultaneously with such exercise, either exercised all of its Expansion Options with respect to the 440 Expansion Premises, and (ie) failed Tenant shall not then be in Default. From and after the Expansion Delivery Date for any Expansion Premises, this Lease shall be automatically amended to timely exercise any previous Expansion Option under Article 34 of the Lease (any such floor which constituted include the Expansion Premises specified in such Expansion Notice within the Premises (without the need for the Expansion Option which Tenant so failed to exercise being referred to as a “Failed Expansion Premises Floor”any further agreement amending this Lease), or (ii) exercised any of its contraction options relative to a full floor at the Building under Paragraphs 34(U) through (X) it being expressly understood that, except as specifically provided otherwise, all 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 right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant, in which case such floor so designated by Landlord shall be the applicable Expansion Premises for purposes of the Lease. The foregoing shall not be deemed to limit any of the other terms and conditions set forth in Article 34 this Lease shall apply to such Expansion Premises. Tenant’s right to exercise any Expansion Option shall automatically terminate and be of no further force or effect as of the Lease (as amended hereby) relative to the 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 Tenant of the substitute floor within ten (10) Business Days after Landlord’s receipt of the applicable Expansion Notice from TenantOption Termination Date.

Expansion Options. Without limitation Provided Western Electric Company, Incorporated is the tenant in possession of the terms of Paragraph 34(L)(i) of premises, then at any time during the Original Lease, it is hereby agreed that if Tenant exercises an Expansion Option under Paragraphs 34(B) through (K) of the Lease, and if Tenant hadterm hereof, prior to such exercisetwo (2) years before the expiration thereof, either (i) failed to timely exercise and during any previous Expansion Option under Article 34 extension of the Lease term by Tenant, Tenant shall have an unlimited number of expansion options for improvements. 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 (any 30) days. In the event Tenant does not accept such floor which constituted lump-sum bid, Landlord shall obtain bids from three (3) other contractors acceptable to Tenant and qualified to perform the Expansion Premises construction work for the Expansion Option which Tenant so failed 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 exercise being referred be added by Landlord, is lower than the revised bid submitted by Landlord, Landlord shall have the option to as a “Failed Expansion Premises Floor”), contract with such (lowest bid) contractor or to perform the expansion work at such lowest bid plus ten percent (ii10%) exercised thereof. If Landlord's revised bid is less than the lowest bid of any of its contraction options relative the other contractors, after adding ten percent (10%) to a full floor at the Building under Paragraphs 34(U) through (X) amount of the Original Lease (any such floor which constituted the contraction space for such contraction option being referred to as a “Contraction Premises Floor”)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 in such event Tenant shall have the right to substitute 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 such Failed Expansion Premises Floor or Contraction Premises Floor (as bids and in such event the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant, in which case such floor so designated expansion will not occur. The cost of any expansion work performed by Landlord shall be paid on a monthly basis by Tenant as the applicable Expansion Premises for purposes work is performed, less a retainage of ten percent (10%) which shall be paid thirty (30) days after completion of the Leasework certified by Landlord's architect. The foregoing In the event that X.X. Xxxxxxxx & Co., Inc. is no longer Landlord, Tenant shall not be deemed have the right to limit any perform expansion work with a contractor of its own choosing, provided only that the landlord then in possession of the other terms and conditions premises shall be afforded an opportunity to bid, which bid or bids may be rejected by Tenant in its sole discretion. Any expansion work shall be in accordance with the standards set forth in Article 34 of the Lease (as amended hereby) relative paragraph 5B relating to alterations, additions and improvements, and shall be deemed an alteration, addition or improvement subject to the 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 Tenant provisions of the substitute floor within ten (10) Business Days after Landlord’s receipt of the applicable Expansion Notice from Tenantsaid paragraph 5.

Expansion Options. Without limitation TENANT shall have options to lease all or part of the terms of Paragraph 34(L)(i) space in the Building not then included in the Leased Premises, as provided in this Section 36. LANDLORD agrees to offer to TENANT, some time between the beginning of the Original Leasefourth Lease Year and the 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 hereby agreed otherwise offering, at that if Tenant exercises an Expansion Option under Paragraphs 34(B) through (K) time, all of the Leaseremainder of the space in the Building). LANDLORD need not offer all of such space to TENANT at one time. LANDLORD agrees not to enter into any leases with third parties for such space for a term (including extension ootions) in excess of five years, except as provided below. Upon request by TEl'lANT, LANDLORD will notify TENANT, with respect to any leases for such space, of the expiration dates of such ieases 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 wriften notice to TENANT, identifying the anticipated date of delIvery. TENANT will have until the later of 30 days after rece!pt of LANDLORD'5 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 xxxxx be in wnting. 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 5 years or the remaining term of this Lease at such time, upon the same terms and conditions as contained in this Lease 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 exencise of an expansion option, the term for the Leased Premises prior to the exercise of an expansion option shall be automatically extended to coincide with the term with respect to the expansion option space, and if Tenant had, prior the Base Rent per rentable square foot shall be computed on the same basis as for the expansion option space. The rent and the term with respect to such exercise, either (i) failed the expansion option space will commence upon LANDLORD's delivery of exclusive possession to timely exercise any previous Expansion Option under Article 34 TENANT after LANDLORD's completion of the Lease (any such floor which constituted tenant improvements required by TENANT and delivery to TENANT of LANDLORD's architect's certificate of completion and a certificate of occupancy by 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 City of Minnetonlta. If TENANT accepts LANDLORD's offer with respect of any of its contraction options relative the expansion option space and LANDLORD is unable to a full floor at deliver exclusive possession of such space to TENANT in the Building under Paragraphs 34(U) through (X) condition required, together 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 wrirten notice to LANDLORD within 90 davs after the Original Lease (any end of such floor which constituted the contraction space for such contraction option being referred to as a “Contraction Premises Floor”), then Landlord shall have the right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant180-dav period, in which case such floor so designated by Landlord event neither parry shall be have any farther obligations under this Lease, except for LANDLORD's obligation to return the applicable Expansion Premises for purposes seccrity deposit as required herein and other obligations which expressly sur'vive the termination or expiration of this Lease. If TENANT does not exercise its option as to any portion of the Leaseexpansion option space within the penod provided above or if TENANT terminates its expansion option with respect to the Expansion Space pursuant to Section 1 above, LANDLORD may offer such space to third parties for any term desired by LANDLORD. The foregoing shall If LANDLORD does not be deemed to limit any lease a portion of the other expansion option space (including the 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 sarrie terms and conditions set forth above. except TENANT must exercise its option within 10 days after LANDLORD's offer. Notwithstanding az'ytriitig to the contrary contained in Article 34 this Section 36, the Base Rent for all of the Leased Poses will be computed based on the Market Rate Rent, as defined in Section 38 below, if this Lease rernains in existence (other than by reason of an extension pursuant to Section 37 below) after the end of the fourteenthi~ase Year. If TENANT exercises any expansion option, 37. E"';I'ENSION OPTIONS TENANT has two (2) extension ootions to extend the Lease term for five (5) years each, if TENANT notifies LANDLbRD in writing at least one hundred twenty (120) days prior to the expiration of the Lease (term, as amended hereby) relative the same may have been previously extended. TENANT may not exercise its second extension option for the second extension term if it has not exercised its first extension option for the first extension term. If TENANT exercises any of its extension options, this Lease will be in full force and effect during the Lease term, as so extended, subiect to all of the terms and conditions of this Lease, except that the inriual Base Rent will be the Market Rate Rent. Any exercise of any such option applies to the Expansion Premises thereunderentirety of the Leased Premises, and TENANT shall have no right to exercise any such option as to only a part thereof. If Landlord elects TENANT exercises one of its extension options pursuant to exercise its right this Section 37 and LANDLORD thereafter offers space to substitute any floors as TENANT pursuant to Section 36 which TENANT accepts prior to what would have been the applicable Expansion Premises expiration of the Lease term prior to TENANT's extension under this Paragraph 2Section 37, then Landlord the extension pursuant to Section 36 shall notify Tenant apply and TENANT'5 extension pursuant to this Section 37 shall be deemed rescihded, provided such extension option pursuant to this Section 37 shall remain available at the end of the substitute floor within ten (10) Business Days after Landlord’s receipt of the applicable Expansion Notice from TenantLease term, as so extended pursuant to Section 36.

Expansion Options. Without limitation To accommodate Tenant's expansion needs, Landlord ----------------- hereby gives Tenant an option to lease (the "Expansion Option") up to one hundred percent (100%), but not less than fifty percent (50%), of a building of approximately one-hundred thousand ( 100,000) square feet, or of whatever size the City of Raleigh will allow (the "Expansion Building") to be constructed by Landlord on the land shown on the attached Exhibit B-1. The initial term of the Expansion Option shall commence upon the Commencement Date hereof and shall automatically expire on January 1, 2003. The Expansion Option shall be at no cost to Tenant for the initial term. If Tenant elects to lease the Expansion Building, such lease shall contain substantially the same terms and conditions as in this Lease with the specific business terms to be agreed upon between the parties within thirty (30) days of Paragraph 34(L)(ireceipt of detailed plans and specifications for the Tenant Improvements. Landlord will provide to Tenant a "bid" to construct the new building and all improvements. If Tenant elects to lease one hundred percent (100%) of the Original LeaseExpansion Building, it is hereby agreed that if Tenant exercises an Expansion Option under Paragraphs 34(B) through (K) 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 may obtain bids for the Expansion Option which construction from two other qualified, licensed, general contractors. If Tenant so failed wishes 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 right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant, in which case such floor so designated by Landlord shall be the applicable Expansion Premises for purposes of the Lease. The foregoing shall not be deemed to limit any use one of the other terms contractors, Tenant must submit the bid and conditions set forth in Article 34 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 amended hereby) relative to whether Landlord will match the Expansion Premises thereunderbid or allow Tenant to use the other contractor. If Landlord elects to exercise its right allow Tenant to substitute any floors as use the applicable Expansion Premises under this Paragraph 2other contractor, then Tenant must do so and, prior to commencing construction, must deliver to Landlord shall notify Tenant a letter of credit in the amount of the substitute floor within ten bid and in the form required by the Lease as shown on Exhibit H. If Tenant elects to lease less than one hundred percent (10100%) Business Days after Landlord’s receipt of the applicable Expansion Notice from Building, 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 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. Without limitation Landlord grants to Tenant five (5) options (the ----------------- "Expansion Options") to lease the Expansion Space on the terms and 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 Paragraph 34(L)(i) this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of rentable area in the Original Lease, it is hereby agreed that if Project. The dates by which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an Expansion Option under Paragraphs 34(B) through (K) Option, Landlord will diligently attempt to deliver vacant possession of the Leaseapplicable 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 first three (3) Expansion Options, the fifth (5/th/) Expansion Option will lapse and become null and void. The Expansion Options are granted to and may be exercised by Tenant on the express condition that, at the time of 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 exercised by or for anyone else (except by an Acquiring Entity), and if Tenant hadTransfers 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, prior to such exerciseor Family Subleases that all together aggregate less than 75% of the rentable area of the Premises when made, either (ior subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) failed to timely exercise any previous before the beginning of an applicable Expansion Option under Article 34 of the Lease (any such floor which constituted the Expansion Premises for the term, at Landlord's election that Expansion Option which Tenant so failed to exercise being referred to as a “Failed and all future 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 right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant, in which case such floor so designated by Landlord shall be the applicable Expansion Premises for purposes of the Lease. The foregoing shall not be deemed to limit any of the other terms Options will lapse and conditions set forth in Article 34 of the Lease (as amended hereby) relative to the 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 Tenant of the substitute floor within ten (10) Business Days after Landlord’s receipt of the applicable Expansion Notice from Tenantbecome null and void.

Expansion Options. Without limitation TENANT shall have options to lease all or part of the terms of Paragraph 34(L)(i) space in the Building not then included in the Leased Premises, as provided in this Section 36. LANDLORD agrees to offer to TENANT, some time between the beginning of the Original fourth Lease Year and the 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 that time, all of the remainder of the space in the Building). LANDLORD need not offer all of such space to TENANT at one time. LANDLORD agrees not to enter into any leases with third parties for such space for a term (including extension options) 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 the remaining term of this Lease at such time, upon the same terms and conditions as contained in this Lease, it is hereby agreed that if Tenant exercises an Expansion Option under Paragraphs 34(B) through (K) with Base Rent for the period before what prior to the expansion was the expiration of the Leaseterm 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 if Tenant had, 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 exerciseexpiration date, either 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 (i) failed to timely exercise any previous Expansion Option under Article 34 with the allocation of office and storage space designated by TENANT), multiplied by a fraction, the numerator of which is the number of months of the Lease term for such expansion space and the denominator of which is 108. Notwithstanding anything in this Section 36 to the contrary, (any such floor which constituted a) the Expansion Premises 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 Expansion Option which Tenant so failed 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 being referred 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 automatically extended to coincide with the term with respect to the expansion option space, and the Base Rent per rentable square foot shall be computed on the 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 “Failed Expansion Premises Floor”), or (ii) exercised certificate of occupancy by the City of Minnetonka. If TENANT accepts LANDLORD's offer with respect of any of its contraction options relative the expansion option space and LANDLORD is unable to a full floor at deliver exclusive possession of such space to TENANT in the Building under Paragraphs 34(U) through (X) condition required, together 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 Original Lease (any end of such floor which constituted the contraction space for such contraction option being referred to as a “Contraction Premises Floor”), then Landlord shall have the right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant180-day period, in which case such floor so designated by Landlord event neither party shall be have any further obligations under this Lease, except for LANDLORD's obligation to return the applicable Expansion Premises for purposes security deposit as required herein and other obligations which expressly survive the termination or expiration of this Lease. If TENANT does not exercise its option as to any portion of the Leaseexpansion option space within the period provided above or if TENANT terminates its expansion option with respect to the Expansion Space pursuant to Section 1 above, LANDLORD may offer such space to third parties for any term desired by LANDLORD. The foregoing shall If LANDLORD does not be deemed to limit any lease a portion of the other expansion option space (including the 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 in Article 34 above, except TENANT must exercise its option within 10 days after LANDLORD's offer. LANDLORD shall also offer any portion of the Lease expansion option space (as amended herebyincluding the Expansion Space) relative 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 Expansion contrary contained in this Section 36, the Base Rent for all of the Leased Premises thereunderwill be computed based on the Market Rate Rent, as defined in Section 38 below, if this Lease remains in existence (other than by reason of an extension pursuant to Section 37 below) after the end of the fourteenth Lease Year. If Landlord elects to exercise TENANT exercises any expansion option, LANDLORD shall build out such space from its right to substitute any floors then "as is" condition, at LANDLORD's expense, using the applicable Expansion Premises under this Paragraph 2, then Landlord shall notify Tenant Improvement Allowance set forth above. Any costs in excess of the substitute floor within ten (10) Business Days after Tenant Improvement Allowance shall be for TENANT's account. Notwithstanding the foregoing, LANDLORD agrees to perform any necessary Landlord’s receipt of 's Work, as defined in Exhibit E, with respect to any expansion option space at LANDLORD's sole expense, without diminishing the applicable Expansion Notice from TenantTenant Improvement Allowance established above for Tenant Improvements.

Expansion Options. Without limitation Sublessee shall have the option to expand the Sublet Premises to include all or any one of the terms following locations in the Building: 409, 411, 412, 413, 415, 416, 418, 420 and 422 (the "Expansion Space"). Sublessee shall have five (5) days following receipt of Paragraph 34(L)(inotice 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 Original LeaseExpansion Space which has not yet been offered for lease to Sublessee. In the event Sublessee timely exercises its option to lease the Expansion Space, it is hereby agreed that if Tenant exercises an Sublessor shall lease such Expansion Option under Paragraphs 34(B) through (K) of Space to Sublessee, subject to the Lease, following terms and if Tenant had, prior to such exercise, either conditions: (i) failed there is no Event of Default under the Sublease or event which with the passage of time or giving of notice would constitute an Event of Default; (ii) Sublessee shall execute an amendment to timely exercise any previous Expansion Option under Article 34 the Sublease within five (5) days after receipt of the Lease (any such floor amendment from Sublessor which constituted will set forth that the Expansion Space is made a part of the 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 Option Space which Tenant so failed to exercise being referred to as a “Failed Expansion Premises Floor”), or shall be determined by Sublessor based on current market rates (ii) exercised any of its contraction options relative to a full floor at but in no event shall 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 right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) as the applicable Expansion Premises Base Rent for the Expansion Option being so exercised by Tenant, in which case such floor so designated by Landlord Space be less per square foot than the Base Rent per square foot for the initial Sublet Premises); and (iv) Sublessee shall be the applicable Expansion Premises for purposes deliver to Sublessor upon execution of the Leaseamendment to the Sublease any increase in the Security Deposit required by Sublessor as a result of Sublessee's lease of the Expansion Space. The foregoing shall not be deemed to limit In the event any of the other terms and conditions set forth in Article 34 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 Lease (as amended hereby) relative Expansion Space which has not yet been offered for lease to the Expansion Premises thereunderSublessee. If Landlord elects All notices to exercise its right to substitute any floors as the applicable Expansion Premises be given by either party under this Paragraph 2, then Landlord paragraph shall notify Tenant of the substitute floor within ten (10) Business Days after Landlord’s receipt of the applicable Expansion Notice from Tenantbe in writing.

Expansion Options. Without limitation of Tenant acknowledges that the Expansion Space leased by Tenant pursuant to the terms of Paragraph 34(L)(i) of the Original Lease, it Second Amendment is hereby agreed that if Tenant exercises an the Expansion Option under Paragraphs 34(B) through (K) of Space described in Rider 2 to the Lease, and if as amended by Section 2 of the First Amendment. 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 had, prior to such exercise, either shall have a right of opportunity (the “Right of Opportunity”) on (i) failed to timely exercise any previous Expansion Option under Article 34 the space containing 7,408 square feet of Agreed Rentable Area known as Suite 150 on the first (1st) floor 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”)Building, or and (ii) exercised the space containing 7,510 square feet of Agreed Rentable Area known as Suite 200 on 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 its contraction options relative 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 full 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 at of the Building under Paragraphs 34(Uor the Opportunity Expansion Space located on the second (2nd) through (X) floor of the Original Lease (any such floor which constituted the contraction space for such contraction option being referred to as a “Contraction Premises Floor”)Building, then Landlord shall have the right to substitute any such Failed Expansion Premises Floor or Contraction Premises Floor (as the case may be) . Exhibit E attached hereto is hereby added to and incorporated into the Lease as the applicable Expansion Premises for the Expansion Option being so exercised by Tenant, in which case such floor so designated by Landlord shall be the applicable Expansion Premises for purposes Schedule A of Rider 3 to the Lease. The foregoing shall not be deemed to limit any Opportunity Expansion Space located on the second (2nd) floor of the other terms and conditions set forth Building is currently leased to a third party tenant and, notwithstanding anything contained in Article 34 of Rider 3 to the Lease (Lease, as amended hereby) relative , Tenant’s Right of Opportunity with respect to the Opportunity Expansion Premises thereunder. If Landlord elects to exercise its right to substitute any floors as Space located on the applicable Expansion Premises under this Paragraph 2, then Landlord shall notify Tenant second (2nd) floor of the substitute floor within ten (10) Business Days after Landlord’s receipt Building is subject and subordinate to the right of the applicable Expansion Notice from Tenantexisting tenant leasing such space to extend or renew the term of its lease (whether or not expressly stated as a right in such tenant’s lease).