Common use of Expansion Right Clause in Contracts

Expansion Right. Commencing on the Rent Commencement Date and continuing through the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for lease, Tenant shall have the right, but not the obligation, to elect to expand (“Direct Expansion Right”) the Premises to include all and not less than all of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right.

Expansion Right. Commencing So long as there are at least three (3) years remaining on the Rent Commencement Date and continuing through the date that is 12 months after the Rent Commencement Date Term of this Lease (“Expansion Right Expiration Date”as extended), if and for so long as the Expansion Space is available for lease, Tenant shall have the right, but not the obligation, to elect to expand an ongoing right of first offer (“Direct Expansion RightRight of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to include the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and not less than until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Expansion Available Offer Space by delivery (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease conditions provided in this Section, then the Expansion Available Offer Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed added to agree the Premises and subject to lease the Expansion Space on the same terms and conditions as this in the Lease, except that with the exception of those Lease modifications set forth in subsection (ia) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right.

Expansion Right. Commencing on During the Rent Commencement Date and continuing through first two (2) years of the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for leaseTerm, Tenant shall have the rightright to lease one, but not two or three full floors of the obligation“Expansion Space”, as defined below, by delivering written notice to elect to expand Landlord (the “Direct Expansion RightExercise Notice”) the Premises to include all and not less than all ), which Expansion Exercise Notice shall set forth those portions of the Expansion Space by that Tenant desires to Lease (which shall be in full contiguous floor increments, and contiguous with the Premises). As used herein, the term “Expansion Space” shall mean all of the rentable area on the 6th, 7th and 8th floors of the Building. Upon Tenant’s delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Landlord and Tenant shall promptly design and mutually approve improvements to be deemed constructed in the applicable Expansion Space, which improvements shall be substantially similar to agree to lease the Expansion Space those constructed on the same terms and conditions as this Lease, except that (i) the amount 9th floor of the Security Deposit Premises. The terms of Section 2 of the Tenant Work Letter shall be proportionately increased, (ii) apply to such design. Following the definition mutual approval of Premises shall be amended the Construction Documents applicable to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space Landlord shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept construct improvements in the Expansion Space in its accordance with such Construction Documents and the applicable provisions of the Tenant Work Letter. The cost of such construction shall be borne by Tenant, provided that Landlord shall grant Tenant an improvement allowance with respect thereto (the “as is” condition Expansion Allowance”) in an amount equal to the product of (i) $42.00 per rentable square foot of the applicable Expansion Space, and (ii) a fraction, the numerator of which is the remaining number of months in the Term as of the expiration or earlier termination date of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length Tenant’s delivery of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and the denominator of which is 96 (viii) provided that in no event shall the Early Termination Payment Expansion Allowance be less than $35.00 per rentable square foot of the applicable Expansion Space). Any amounts owed by Tenant in connection with the construction of improvements in the Expansion Space (as defined i.e., those amounts in Section 41 belowexcess of the Expansion Allowance) shall be increased paid by $750,000 Tenant to $1,500,000 Landlord within thirty (collectively, 30) days after invoice. The applicable portion of the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord Space shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect added to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to Premises on the contrary contained terms set forth in this Section 39(b), Tenant acknowledges and agrees that (x) 2. Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases shall deliver the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Rightpromptly following the substantial completion of the improvements therein.

Expansion Right. Commencing on Subject to the Rent Commencement Date terms and continuing through conditions set forth in this Article XXX, Lessor hereby grants to Lessee the date that is 12 months after right ("Offer Right") to be offered by Lessor the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for lease, Tenant shall have the right, but not the obligation, opportunity to elect to expand (“Direct Expansion Right”) the Premises to include all and lease not less than all 24,000 rentable square feet of space in the remaining rentable areas of the Expansion Space by delivery Building (or such lesser area, if Lessee is then leasing, as the Premises, an area which results in less than 24,000 rentable square feet being available in the Building) as and when such portions become available between the sixtieth (60th) and the seventy-second (72nd) calendar month of written the term of this Lease (the "Offer Right Period"). As a condition to this Offer Right, Lessee shall be required to give Lessor a notice to Landlord of Lessee's exercise, during the forty-seventy (47th) month of the term of this Lease and of Lessee's waiver of its election to early termination rights under Article XXXVIII. Within thirty (30) days of receipt of Lessee's exercise notice, Lessor shall provide Lessee a description of the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease portions of the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant Building which shall be deemed available during the Offer Right Period and a form of lease, or an amendment to agree to lease the Expansion Space on the same terms and conditions as this Lease, except in regard to such portions. The Base Rent for the additional portions shall be ninety-five percent (95%) of the then Fair Market Value (defined in Article XXXIV, below) and the term shall be co-terminous with the remaining term of this Lease. For a period of thirty (30) days thereafter, the parties shall make a good faith effort to agree upon the Fair Market Value for Base Rent of the additional portions. In the event that Lessor and Lessee fail to agree within said thirty (i30) day period, then the Fair Market Value for Base Rent for such additional portion shall be determined by appraisal in the manner set forth in Article XXXIV hereof. For this purpose, however, "Fair Market Value" shall be determined by considering the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for and the Expansion Space but ratably reduced based on the length then remaining term of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion RightLease.

Expansion Right. Commencing on Subject to the Rent Commencement Date and continuing through the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”)provisions of this Section 19 , if and for so long as at least three years remain in the Expansion Sublease Term, including the Extension Right, if exercised by Subtenant, Subtenant shall have an ongoing right of first offer (the “Right of First Offer”) on any then-available portions of the second floor of the Building (each, a “ROFO Space”) upon the following terms and conditions. This Right of First Offer is subject and subordinate to the right of Sublandlord or any affiliate of Sublandlord to use or occupy such ROFO Space, but no other party holds expansion or first offer or refusal rights to the ROFO Space is available that are superior to the rights of Subtenant set forth in this Section 19. Sublandlord will notify Subtenant of its plans to market a ROFO Space (the “ROFO Notice”) for leaselease to any party unrelated to Sublandlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Sublandlord intends to occupy and/or provide to affiliates of Sublandlord), Tenant which ROFO Notice shall specify the location and square footage for such ROFO Space, Sublandlord’s estimate of the Fair Market Rent (as defined below) for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Within ten (10) business days following its receipt of any ROFO Notice, Subtenant shall have the right, but not right to accept the obligation, to elect to expand (“Direct Expansion Right”) the Premises to include all and not less than all of the Expansion Space same by delivery of written notice to Landlord Sublandlord (the “ROFO Acceptance Notice”); provided that if Subtenant disputes Sublandlord’s estimate of its election the Fair Market Rent in the ROFO Acceptance Notice, the Fair Market Rent for such space shall be determined as set forth in Section 20 (as appropriately modified to exercise the Direct Expansion Right (“Expansion Exercise Notice” determine fair market rent for expansion space as opposed to a renewal term). If Tenant elects Subtenant timely delivers a ROFO Acceptance Notice, Sublandlord and Subtenant shall execute an amendment to lease this Sublease, subject to Prime Landlord approval and consent, incorporating the Expansion ROFO Space by timely delivering a Expansion Exercise Notice to Landlordinto the Subleased Premises for the remainder of the Sublease Term, Tenant shall be deemed to agree to lease the Expansion Space on as the same terms and conditions as this Leasemay be extended, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition terms contained in the ROFO Notice within ten (10) business days following Sublandlord’s delivery to Subtenant of a form therefor (and if the Expansion Space Sublandlord’s determination of Fair Market Rent was disputed in the ROFO Notice and not agreed to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination commencement of any then existing lease affecting the Expansion term for such ROFO Space, (vi) Landlord then rent shall provide be Sublandlord’s determination of Fair Market Rent until the same per square foot TI Allowance as was provided finalization of the Fair Market Rent appraisal, and any change in such rent amount shall be adjusted - with applicable credits or reimbursement for any underpayment or overpayment - thereafter). In no event shall the Fair Market Rent for the Premises as a tenant improvement allowance ROFO Space be less than the then current Base Rent for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”)Subleased Premises. Tenant’s failure If Subtenant fails to timely deliver an Expansion Exercise a ROFO Acceptance Notice within said ten (10) business day period or fails to Landlord shall be deemed to be an election by Tenant not to exercise Tenantexecute Sublandlord’s Direct Expansion Right pursuant to this Section 39(bform of amendment for such ROFO Space within ten (10) with respect to business days of receipt from Sublandlord of the Expansion Space, in which case Tenant same. Subtenant shall be deemed to have forever waived its rights with respect to a ROFO Space and Sublandlord shall be entitled, but not required, to lease all or any portion of such ROFO Space to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under this Section 39(b) such lease, and this Section 39(b) for such rent as Sublandlord determines, all in its sole discretion, and the Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect. Notwithstanding anything any contrary provision of this Sublease, any Right of First Offer, and any exercise by Subtenant of any Right of First Offer shall be void and of no effect unless on the date Subtenant timely delivers a ROFO Acceptance Notice to Sublandlord and on the contrary contained commencement date of the amendment for a ROFO Space (as applicable): (i) this Sublease is in full force and effect, (ii) no default has occurred under this Section 39(b)Sublease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Subtenant shall not have assigned this Sublease, Tenant except as may be assigned through a Permitted Transfer, and there shall not be any sub-sublease or sub-subleases then in effect except for Permitted Transfers. Subtenant acknowledges and agrees that (x) Landlord Subtenant’s Right of First Offer with respect to any space that is under no obligation not subject to keep the Expansion Space vacant from a third-party lease on the date hereof (the “Vacant Space”) shall not be of any force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease date hereof and such tease (and any rights held by such tenant in any part of the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (yBuilding consisting of a ROFO Space) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Righthas subsequently expired.

Expansion Right. Commencing Provided that no Event of Default shall have occurred and be continuing, in the event that Landlord shall have a bona fide third party (the "Third Party") apply to rent some or all of the remaining space on the Rent Commencement Date and continuing through second floor of the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for leaseBuilding, Tenant shall have the right, but not the obligation, to elect a right to expand (“Direct Expansion Right”) the Premises to include all and not less than into all of the Expansion Space by delivery space on the second floor of the Building not initially demised hereunder. Landlord shall give Tenant written notice to Landlord of its election to exercise such Third Party's application for such space. The remaining space on the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant second floor shall be deemed available to agree to lease the Expansion Space Tenant for inclusion in this Lease on the same terms and conditions as this Leasecontained herein (including the rental rate per rentable square foot for the applicable period), except that (ia) Tenant's obligation to pay Fixed Rent with respect to such expansion space shall commence on the amount date which is six (6) months following Tenant's exercise of the Security Deposit option set forth in this Article 39 and (b) in the event that such exercise is made prior to the first anniversary of the Commencement Date, Landlord shall contribute an amount equal to difference between $1,200,000 and the sum of the Grant, the Construction Loan, the Soft Cost Loan and the Equipment Loan (as hereinafter defined), for amounts actually paid by Tenant to unrelated parties to install or construct alterations for Tenant's initial occupancy of such space on terms and conditions to be set forth in a modification of this Lease to be executed by the parties hereto as promptly as practicable after the exercise of Tenant of its rights pursuant to this Article 39. Landlord shall have no other obligations to perform work or pay for work or loan money to Tenant to perform work in such space. Tenant shall have thirty (30) days from the date of receipt of the notice from Landlord to give Landlord written notice of its exercise of such right. If Tenant shall exercise its right within the requisite time period, then by amendment hereto such space shall be proportionately increasedadded to the Demised Premises, (ii) and necessary modifications to this Lease, including, without limitation, the definition of Premises Fixed Rent and Tenant's Proportionate Share, shall be amended to include included in such amendment. In the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) event that Tenant shall accept not exercise its right within the Expansion Space in its “as is” condition as of the expiration or earlier termination of any requisite time period, then existing lease affecting the Expansion Space, (vi) Landlord shall provide have the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length right to rent all or any portion of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses space on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 second floor to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Rightsuch Third Party.

Expansion Right. Commencing on Notwithstanding any change in ownership of Building 2 or Building 3, provided (a) Tenant is not in default beyond any applicable grace period under any of the Rent Commencement Date terms and continuing through conditions of the date that is 12 months after Building 3 Lease at the Rent Commencement Date (“Expansion Right Expiration Date”)time it elects to exercise its rights hereunder or, if and for so long as at Landlord’s option, at the time of the delivery of the Expansion Space is available for lease(as defined below), and (b) the Tenant originally named in the Building 3 Lease (or a Permitted Transferee) continues to occupy and operate in not less than 40,348 rentable square feet of the Building 3 Premises (excluding the Basement Space), then, subject to the terms and conditions of this Agreement, Tenant shall have the right, but not option to lease (the obligation, to elect to expand (“Direct Expansion RightSpace Lease”) an approximately 9,963 rentable square foot premises on the Premises to include all and not less than all third (3rd) floor of Building 2 (the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” Space”) currently occupied by Soundbite Communications, Inc. (collectively with its subtenant(s). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space on the same terms successors and conditions as this Leaseassigns, except that (iif any, “Soundbite”) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing a lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to between Landlord and Tenant, Soundbite (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms“Soundbite Lease”). Tenant’s failure rights and obligations hereunder shall be independent from and in addition to timely deliver an Expansion Exercise Notice its rights and obligations under the Building 3 Lease and not in substitution thereof. Landlord has advised Tenant that the term of the Soundbite Lease expires on or about May 31, 2008 and that Soundbite has one (1) three (3) — year option to extend the term thereof, which if exercised on or before September 1, 2007, would extend the term thereof to on or about May 31, 2011. Tenant shall send written notice to Landlord shall be deemed and TBW during the month of September, 2007 (the “Inquiry Notice”) requesting a determination as to be an election by Tenant not to exercise Tenant’s Direct Expansion Right whether Soundbite has exercised the extension right pursuant to this Section 39(b) with respect the Soundbite Lease and Landlord shall respond in writing promptly thereafter. In the event Soundbite has not exercised its extension right pursuant to the Expansion SpaceSoundbite Lease, in which case Tenant shall be deemed to have forever waived exercise its rights under this Section 39(bAgreement in writing within thirty (30) days of Landlord’s response to Tenant’s Inquiry Notice. In the event Soundbite has exercised the extension right pursuant to the Soundbite Lease, Tenant shall exercise its rights under this Agreement in writing on or before August 31, 2010. If Tenant exercises its rights in accordance with this Agreement, the anticipated commencement date of the Expansion Space Lease will be the date upon which the term of the Soundbite Lease expires (at the expiration of the current term thereof or the three-year extension period, as the case may be) and Soundbite has delivered possession of the Expansion Space free of all occupants, subject to delays caused Burlington Wxxxx — Color Kinetics Expansion Space Lease (BWOP2) by factors beyond the reasonable control of Landlord. Landlord shall not be liable to Tenant for any failure to deliver the Expansion Space on any specified date; provided, however, in no event shall Tenant be required to pay rent or any other charges on the Expansion Space until it has been delivered to Tenant as required hereunder. If Tenant shall fail to exercise its rights under this Section 39(b) Agreement as provided herein, this Agreement and the rights and obligations of the parties hereunder shall be of no further force or effect. Notwithstanding anything to the contrary contained ; provided, however, that so long as Tenant exercises its expansion right hereunder in this Section 39(b)writing on or before August 31, 2010 as aforesaid, Tenant acknowledges and agrees that (x) Landlord is shall not lose its expansion right hereunder if, but only if, Soundbite had exercised its extension right under no obligation the Soundbite Lease even if Tenant failed to keep provide the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion RightInquiry Notice.

Expansion Right. Commencing on From the Rent Commencement Date execution date of this Amendment, and continuing through the date that until April 30, 2014, provided Tenant is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for lease, Tenant shall have the right, but not the obligation, to elect to expand (“Direct Expansion Right”) the Premises to include all and not less than all in default of any of the Expansion Space terms, conditions or covenants of the Lease, Landlord agrees that any additional premises in the Building that may be added to this Lease by delivery of written notice to mutual agreement between Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, and Tenant shall be deemed to agree to lease the Expansion Space on upon the same terms and conditions as in the Lease. In such event, in the lease amendment mutually agreed to by Landlord and Tenant, Base Rental shall be increased (at the same rate per annum provided in the Lease) based on the additional Net Rentable Area being added to the original Premises, Landlord shall allow for a Tenant Allowance equal to $5.00 per Net Rentable Area of the additional space, the ratio of the Area of the Premises to the Area of the Building shall be modified based on the additional space being added to the original Premises, and any other terms shall be modified to the extent necessary because of such additional space being added to the original Premises. All other terms and conditions of this Lease, except that Lease shall apply to the additional space. Base Rental for any additional space shall commence upon the earlier to occur of (i) the amount of the Security Deposit shall be proportionately increaseddate possession is delivered to Tenant, or (ii) within thirty (30) days following mutual execution of the definition lease amendment, or as otherwise set forth in the lease amendment. This expansion right does not constitute a light of Premises shall be amended first offer or right of first refusal to include Tenant for any additional premises in the Expansion SpaceBuilding. This expansion right only defines the terms of any future expansion of Tenant by mutual agreement between Landlord and Tenant during the period from the execution date of this Amendment and April 30, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount 2014. All rights of Base Rent then payable for the Premises, which Tenant herein shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share any existing tenant's preferential rights and the execution of Operating Expenses shall be proportionately increased based upon a mutually acceptable lease amendment incorporating the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered terms specified herein. These rights are personal to Tenant for the construction and shall not apply to any of tenant improvements within the Expansion Space Tenant's Assignee(s) or Sublessee(s). All rights of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space this expansion right shall expire and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Noticeterminate as of April 30, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right2014.

Expansion Right. Commencing on Subject to (a) Tenant not being in default beyond applicable notice and cure periods at the Rent Commencement Date and continuing through time of exercise or at the time of its expansion (as described in this paragraph); (b) Tenant occupying the Premises (excluding the Suite 320 Premises) originally demised hereunder; (c) the rights of other tenants within the Building which are granted prior to the date hereof; and (d) such limitations as are imposed by other tenant leases executed prior to the date hereof (or any renewal option(s) in such tenants’ leases which may be granted after the date hereof), Landlord shall notify Tenant with regard to space that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if or Landlord expects to become vacant and for so long as the Expansion Space is available for leaselease in the Building, and Landlord shall propose to Tenant shall have the right, but not basic economic terms upon which Landlord would be prepared to entertain the obligation, to elect to expand negotiation of a new lease for such space (“Direct Expansion Right”) the Premises to include all and not less than on all of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as are set forth in this Lease, except that (ias otherwise specified by Landlord) or an amendment to this Lease with which the amount parties would add such space to the description of the Security Deposit “Premises,” in either case for a term which would be coterminous with this Lease, and which economic terms shall include the estimated date that the space shall be proportionately increasedavailable for delivery, the Fixed Rent and the tenant allowance (iiif any) the definition to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of Premises shall be amended such notice within which to include the Expansion Spaceaccept such terms, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition time being of the Expansion Space to the Premises, (v) essence. Should Tenant shall accept the Expansion Space in its “such terms as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved are specified by Landlord, which tenant improvements the parties shall be constructed by Tenant pursuant to negotiate the terms of a work letter reasonably acceptable new lease, or an amendment to Landlord this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in “AS-IS” condition, and Tenant, (vii) the Base Term of the Lease Rent for such additional space shall commence with respect to on that date which is the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that earlier of: (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord commencement of business operations in its sole and absolute discretionsuch space, and (y) thirty (30) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within thirty (30) days next following Landlord’s original notice under this Section, then Landlord may, at its discretion, lease such space to a third party (so long as Landlord does not decrease the economic terms by an amount equal to or greater than ten percent (10%) of the total economic terms set forth in Landlord’s notice given to Tenant under this Section), provided that if Landlord leases has no leased such space within one (1) year thereafter, and Tenant provides written notice to Landlord that it may have interest in such space, then Landlord shall be obligated again to offer such space to Tenant on the Expansion Space terms set forth in this Section. In addition, Tenant shall retain its rights hereunder with respect to any other party, space that becomes vacant in the Building that was not covered by Landlord’s notice given to Tenant pursuant to this Section. Tenant’s Direct Expansion Right rights hereunder shall immediately terminate and not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant shall have no further hereunder. Nothing contained in this paragraph 9 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to exercise its Direct Expansion Rightthe availability of expansion space within the Building at any time.

Expansion Right. Commencing Subject to the terms and conditions set forth below and subject to (i) the rights of existing tenants in the applicable space to extend the term of their lease and/or (ii) the prior rights of other tenants or occupants in the Building or other buildings owned by Landlord with respect to the applicable space, all of such existing rights described in this sentence being listed on the Rent Commencement Date Exhibit D attached hereto and continuing through the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”)made a part hereof, if and for so long as the Expansion Space is available for leaseat any time prior to May 31, 2018, Tenant shall have the right, but not the obligation, to elect to expand right (“Direct Tenant’s Expansion Right”) the Premises to include all and not lease any portion, provided that in exercising Tenant’s Expansion Right, in no event shall such portion be less than all 20,000 rentable square feet in size, of certain space consisting of approximately 36,000 rentable square feet currently occupied by Dell and shown on Exhibit E attached hereto (the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space on Space”) upon the same terms and conditions as this Leasethe New Expansion Premises and with a fair market tenant improvement allowance. Notwithstanding anything contained herein to the contrary, except that (i) the amount if Tenant elects to exercise Tenant’s Expansion Right with respect to a portion of the Security Deposit shall be proportionately increased, (ii) Expansion Space that is less than the definition entirety of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition remaining portion of the Expansion Space that Tenant does not elect to occupy must be (i) reasonably acceptable to Landlord and (ii) a leasable unit of space in that such space has access to the Premises, (v) floor’s common elevator lobby and other building core utilities and shafts. Tenant shall accept the deliver to Landlord notice in writing of its election to exercise Tenant’s Expansion Space in its Right (“as is” condition as Tenant’s Expansion Notice”) on or before May 31, 2018. Within ten (10) days of the expiration or earlier termination receipt of any then existing lease affecting the Tenant’s Expansion SpaceNotice, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a notify Tenant in writing of its proposed fair market tenant improvement allowance for the Expansion Space but ratably reduced based on (“Landlord’s Expansion Proposal”). If Tenant disputes Landlord’s proposed fair market tenant improvement allowance, such fair market tenant improvement allowance shall be determined in accordance with the length procedure set forth in this Section 14. Once the amount of such fair market tenant improvement allowance is determined to the remaining Base Term after satisfaction of both parties, Landlord and Tenant shall execute an amendment to this Lease (“Expansion Amendment”) incorporating the Expansion Space is delivered to Tenant for into the construction Resulting Premises. Landlord shall deliver a proposed Expansion Amendment within a reasonable time after the determination of such fair market tenant improvements within improvement allowance and, provided that the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to Amendment is in accordance with the terms of a work letter reasonably acceptable this Section 14, Tenant shall use commercially reasonable efforts to Landlord execute and Tenant, (vii) the Base Term of the Lease shall commence with respect to return the Expansion Space Amendment within ten (10) business days thereafter. Notwithstanding any contrary provision of this Section or any other provision of this Amendment or the Lease, any expansion right and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election any exercise by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary any expansion right contained in this Section 39(b), 14 shall be void and of no effect unless on the date Tenant acknowledges notifies Landlord that it is exercising its right under this Section 14 and agrees that (x) Landlord is under no obligation to keep on the commencement date of the amendment for the Expansion Space vacant from (i) the date hereof until Lease is in full force and effect and (ii) no Default of Tenant has occurred, which Default has not been cured within the Expansion Right Expiration Date andapplicable cure period, prior under the Lease and (iii) Tenant shall not have assigned the Lease in its entirety, nor subleased a portion of the Resulting Premises that is greater than thirty-three percent (33%) of the total rentable square feet of the Resulting Premises. Landlord and Tenant shall negotiate in good faith to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease determine the fair market tenant improvement allowance for the Expansion Space at any time for a period of thirty (30) days after the date on which Tenant receives Landlord’s Expansion Proposal, as provided hereunder. In the event Landlord and Tenant are unable to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases agree upon the fair market tenant improvement allowance for the Expansion Space within said thirty (30) day period, the fair market tenant improvement allowance shall be determined by a board of three (3) licensed commercial real estate appraisers, each having at least ten (10) years’ experience in office leasing in the Boston office market, one of whom shall be named by Landlord, one of whom shall be named by Tenant and the two so appointed shall select the third. Landlord and Tenant agree to any other party, Tenant’s Direct Expansion Right shall immediately terminate make their appointments within fifteen (15) days after the expiration of said thirty (30) day period. The two appraisers selected by Landlord and Tenant shall select the third appraisers within fifteen (15) days after they have no further both been selected, and each of Landlord’s and Tenant’s appraiser shall, within fifteen (15) days after the third appraiser is selected, submit his or her determination of fair market tenant improvement allowance to exercise the third appraiser. The third appraiser shall select the determination of Landlord’s or Tenant’s appraiser that such third appraiser finds to most closely resemble fair market tenant improvement allowance, and that amount shall be the fair market tenant improvement allowance in connection with the Expansion Space. Each party shall bear the cost of its Direct Expansion Rightappraiser and the parties shall share equally in the cost of the third appraiser.

Expansion Right. Commencing If at any time during the Term of the Lease, any portion of (a) the Building that is adjacent to (i.e., either horizontally or vertically) to any portion of the Premises (as it then exists and has been delivered to Tenant or which is scheduled to be delivered to Tenant in the future in accordance herewith) or (b) the fifth (5th) floor of the Building, or (c) the 9,080 rentable square feet of space located on the sixth (6th) floor of the Building currently soon to be vacated by the current tenants thereof (the “Sixth Floor Space”), becomes “available for occupancy” (as defined below) and which Landlord intends to lease to a third party (the “Available Space”), Landlord shall give written notice to Tenant thereof, describing the Available Space and the terms upon which Landlord proposes to lease such space, including the Basic Rent Commencement Date and continuing through other material business terms (as defined in Exhibit J mutatis mutandi) (“Available Space Notice”), subject and subordinate to all of the prior rights of other tenants (and initial prospective tenants of the Sixth Floor Space as provided below) of the Building as provided below. Notwithstanding the definition of “available for occupancy” below, the Sixth Floor Space cannot be deemed “available for occupancy” until after Landlord’s lease up of the Sixth Floor Space, to one or more prospective tenants, after the current tenants vacate. Tenant shall have fifteen (15) days after receipt of the Available Space Notice in which to elect to lease the Available Space subject to the Notice, on the terms hereinafter set forth, by written notice to Landlord. Notwithstanding the foregoing, if there are then at least forty-eight (48) months remaining in the Term, as the same may be extended, the lease of the Available Space shall be co-terminus with the Term of the Premises, with the benefit of the same option to extend set forth in Section 10 above; provided that the Net Effective Rent (as defined below) is equivalent (or made equivalent) to the Net Effective Rent of the terms set forth in the Available Space Notice. If Tenant fails to make such election within such fifteen (15) day period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to let the applicable Available Space as Landlord deems fit, provided however that after the date that is 12 six (6) months after following Tenant’s rejection or deemed rejection, as the Rent Commencement Date case may be, of Landlord’s offer, if the applicable Available Space is still “available for occupancy”, Landlord must again first offer the space to Tenant in accordance with this Section 11. Tenant acknowledges and agrees that its rights hereunder are and shall be subject and subordinate to any extension rights, expansion rights, options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants or occupants of the Building prior to the date of execution and delivery of this Eighth Amendment (“Expansion Right Expiration Date”including any rights contained in Landlord’s first lease up of the Sixth Floor Space to one or more prospective tenants), or to the terms of any leases, including extension and expansion rights, existing prior to the execution and delivery of this Eighth Amendment, and to Landlord’s right to extend the lease term with (x) Xxxx-Xxxxxx Cancer Institute, Inc., or its successors or assigns, and/or (y) InviCRO, LLC, or its successors or assigns even if and for so long as such extension right is not expressly granted in either such lease (excluding in all events the Expansion Space Premises). This first opportunity to let shall not apply to any time in which (a) Tenant is available for leasein default of the Lease beyond applicable notice and cure periods, or (b) that Tenant shall have the rightitself, but or a Permitted Transferee, is not the obligation, to elect to expand occupying fifty percent (“Direct Expansion Right”50%) of the Premises then demised to include all and not less than all Tenant (except for periods of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” casualty, restoration or remodeling). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to LandlordAvailable Space, Tenant it shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this set forth in the Lease, except that (i) the amount of Basic Rent payable by Tenant for the Security Deposit Available Space shall be proportionately increasedthe Prevailing Rental Rate (as defined in Exhibit J mutatis mutandi), (ii) Tenant’s Proportionate Share shall increase in accordance with the definition rentable square feet of Premises shall be amended to include the Expansion Available Space, and (iii) it is understood and agreed that the Base Rent payable for the Expansion Available Space shall be equal leased by Tenant in the condition set forth in the Available Space Notice or as otherwise determined by the parties to reflect the per square foot amount Net Effective Rent in the event of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premisesexercise hereunder. TENANT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE FIRST OPPORTUNITY TO LET PROVIDED HEREIN IS NOT INTENDED AS, (v) NOR SHALL THE SAME BE INTERPRETED OR CONSTRUED TO BE, A RIGHT OF FIRST REFUSAL. Tenant shall accept the Expansion Space acknowledges that its expansion rights under this Section 11 is in its “as is” condition as of the expiration or earlier termination lieu of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of other expansion rights contained in the Lease shall commence or any amendment prior hereto and that Tenant has no other expansion rights with respect to the Expansion Building. Notwithstanding the fact that, upon Tenant’s exercise of the option hereunder, such exercise shall be self-executing, as aforesaid, but to confirm the inclusion of the subject Available Space as set forth above, Landlord shall prepare, and Tenant and Landlord shall commence paying Base Rent promptly execute and Operating Expenses on deliver, a reasonably satisfactory amendment to the Lease reflecting the foregoing terms and incorporation of any Available Space. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement for any Available Space has expired (including extension periods) or is due to expire within not less than six (6) months (provided Landlord shall not send an Available Space Notice more than eighteen ( 18) months prior to the anticipated delivery date of the Available Space), or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Space have expired or been waived, or with respect to Available Space that is 6 months after being re-offered as provided herein, such space is not subject to then current negotiations which may include, without limitation, an exchange of letters of intent, offers, or the Expansion Exercise like, and Landlord has decided to and is free to lease such space to third parties without restriction. If Tenant fails to timely exercise any of its rights hereunder, the right(s) granted hereunder as to the applicable Available Space shall be deemed waived for all purposes, and Landlord may lease the applicable Available Space to any party and upon any terms free of any rights of Tenant provided however that the Net Effective Rent is not less than ninety-five percent (95%) of the Net Effective Rent offered to Tenant in the Available Space Notice, and provided further that after the six (viii6) month anniversary of Tenant’s rejection or deemed rejection, as the Early Termination Payment case may be, of Landlord’s offer, if the applicable Available Space is still “available for occupancy”, Landlord must again first offer the space to Tenant in accordance with this Section 11. Tenant, following such waiver and within seven (as defined 7) business days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectivelyrecordable form, confirming the Expansion Right Terms”). waiver of such right, and Tenant’s failure to timely so execute and deliver an Expansion Exercise Notice such certification within such 7-business day period shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) execute and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time deliver to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretionthird party, and (y) if Landlord leases the Expansion Space to any other partyrecord, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right.an

Expansion Right. Commencing on Subject to the Rent Commencement Date and continuing through provisions of this Section 39, each time after the date that is 12 months after the Rent Commencement Date of this Lease through March 1, 2012 (“Expansion Right Expiration Date”), that Landlord intends to accept a written proposal (a “Pending Deal”) to lease the Expansion Space, Landlord shall deliver to Tenant written notice of the existence of such Pending Deal (a “Pending Deal Notice”). For purposes of this Section 39(a), “Expansion Space” shall mean any space in the Building which is not occupied by a tenant or which is occupied by a then-existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Expansion Space subject to the Pending Deal. Within 10 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Expansion Space. Tenant’s right to receive the Pending Deal Notice and for so long as election to lease or not lease the Expansion Space pursuant to this Section 39(a) is available for lease, Tenant shall have hereinafter referred to as the right, but not the obligation, to elect to expand (“Direct Expansion Right”) the Premises to include all and not less than all of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice.” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Space Acceptance Notice to Landlordwithin the required 10 business day period, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the amount term of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended lease with respect to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based commence upon the addition substantial completion by Landlord of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space (“Expansion Space Tenant Improvements”); (ii) Tenant shall continue to pay Base Rent for the original Premises as provided for in this Lease and, in addition thereto, beginning on the date of a fixed and permanent nature desired by Substantial Completion of the Expansion Space Tenant and approved by LandlordImprovements, which tenant improvements Tenant shall be constructed by Tenant pay Base Rent for the Expansion Space at the then current monthly Base Rent per rentable square foot payable for the original Premises (as the same is adjusted from time to time pursuant to Section 4 of this Lease); (iii) Tenant’s Share of the terms of a work letter reasonably acceptable to Landlord Building and Tenant, (vii) the Base Term ’s Share of the Lease shall commence Project with respect to the Expansion Space shall be proportionately adjusted; (iv) the Expansion Space Tenant Improvements shall be constructed in accordance with a work letter between the parties (“Expansion Space Work Letter”) entered into as part of the lease amendment or lease agreement required under Section 39(b); (v) Landlord shall, subject to the terms of the Expansion Space Work Letter, provide a tenant improvement allowance (“Expansion Space TI Allowance”) for the construction of the Expansion Space Tenant Improvements in an amount not to exceed $20.00 per rentable square foot of the Expansion Space; and (vi) Tenant shall commence paying Base Rent and Tenant’s Share of Operating Expenses on with respect to the Expansion Space upon the earlier of delivery of the Expansion Space to Tenant with the Expansion Space Tenant Improvements substantially completed or the date that is 6 months after Landlord could have delivered the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased Premises but for delays caused by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”)Tenant. Tenant’s failure to timely deliver an Expansion Exercise a Space Acceptance Notice to Landlord within the required 10 business day period shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free right to lease the Expansion Space at any time and Landlord shall have the right to any lease the Expansion Space to the third party and subject to the Pending Deal (or an affiliate of such third party)(“Pending Deal Party”) on any terms and conditions acceptable to Landlord in its sole and absolute discretionLandlord. Notwithstanding the foregoing, and (y) Tenant’s Expansion Right shall be restored if Landlord leases fails to enter into an agreement to lease the Expansion Space to any other partythe Pending Deal Party within 6 months after Landlord’s delivery of the Pending Deal Notice to Tenant; provided, Tenant’s Direct however, that is no event shall the Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct continue after the Expansion RightRight Expiration Date.

Expansion Right. Commencing (a) The space adjacent to the Premises, consisting of approximately 5,927 rentable square feet (the “Expansion Premises”) as set forth in Exhibit A-1, is currently subject to a lease (the “Current Expansion Premises Lease”) between Landlord and the current tenant of the Expansion Premises (the “Current Expansion Premises Tenant”) which is scheduled to expire per its terms on October 31, 2008. Landlord hereby confirms that the Rent Commencement Date Current Expansion Premises Tenant has no renewal or extension right under the Current Expansion Premises Lease. If Landlord becomes aware that the Expansion Premises will become available at any time prior to October 31, 2008 as a result of the early termination of the Current Expansion Premises Lease, and/or Landlord has a bonafide offer from a third-party tenant, which may include the Current Expansion Premises Tenant, such offer evidenced by a term sheet or letter of intent signed by Landlord and continuing through such third party, Landlord shall promptly notify Tenant of such availability or of such signed third-party term sheet or letter of intent (the “Expansion Availability Notice”). The Expansion Availability Notice shall specify the effective date of the early termination of the Current Expansion Premises Lease (the “Current Expansion Premises Lease Termination Effective Date”) or the identity of the interested third-party tenant, as the case may be. Notwithstanding the foregoing, regardless of the date that is 12 months after of the Rent Commencement Date (“Expansion Right Expiration Date”)Premises actually becoming available prior October 31, if and for so long 2008, or of the timing of any third-party tenant’s agreement to terms, as the case may be, Landlord shall not deliver an Expansion Space is available for leaseAvailability Notice to Tenant prior to July 1, 2008. Tenant shall have the right, but not right (the obligation, to elect to expand (“Direct Expansion Right”) to incorporate the Expansion Premises into, and cause the Expansion Premises to become a part of, the Premises to include all and not less than all of the Expansion Space by delivery of delivering written notice to Landlord of its election to exercise the Direct Expansion Right (“Tenant’s Expansion Exercise Notice” ”) upon the earlier to occur of (1) within five (5) business days after the date Landlord delivers the Expansion Availability Notice to Tenant, and (ii) December 31, 2008 (if Landlord has not delivered an Expansion Availability Notice to Tenant). If Tenant elects fails to lease deliver Tenant’s Expansion Notice by the Expansion Space by timely delivering a Expansion Exercise Notice to Landlordapplicable outside date, Tenant shall be deemed to agree have elected not to lease exercise the Expansion Space on the same terms Right and conditions as this Lease, except that (i) the amount of the Security Deposit Landlord shall be proportionately increased, (ii) the definition of Premises shall be amended free to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition enter into a lease of the Expansion Space to Premises with a third party. Notwithstanding the Premisesabove, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). no event does Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space2.7 exist beyond December 31, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right2008.

Expansion Right. Commencing on Provided (i) no Tenant default has occurred and is continuing hereunder, beyond any applicable notice and cure periods (ii) Tenant has not assigned this Lease nor sublet all or any portion of the Rent Commencement Date and continuing through Leased Premises, (iii) Tenant is occupying the date that is 12 months after Leased Premises in accordance with the Rent Commencement Date terms of this Lease, (“Expansion Right Expiration Date”), if and for so long as iv) the Expansion Refusal Space is available for leasethen unoccupied and not subject to the terms of a lease and (v) Tenant has not waived its right to the Refusal Space, which it shall be deemed to have waived by waiving Tenant’s Right of First Refusal as provided in Section 16.21 of the Lease, Tenant shall have the right, but not the obligation, to elect right to expand (“Direct Expansion Right”) the Leased Premises to include all and not less than all of the Expansion Refusal Space by delivery of at any time after May 22, 2015. In the event Tenant desires to lease the Refusal Space pursuant to this Section 6, Tenant must deliver five (5) months prior written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects desire to lease the Expansion Refusal Space. In such event, Landlord and Tenant shall enter into a lease amendment which shall contain the following terms: (a) the Leased Premises shall be expanded to include the Refusal Space; (b) the Lease Term shall be extended such that the Lease Term shall expire on the last day of the month following five (5) years from the rent commencement date for the Refusal Space; (c) Tenant’s Proportionate Share shall be increased to six and one tenth percent (6.10%); (d) the rent for the Refusal Space shall be the same rent per square foot as it then is for the Leased Premises and shall increase annually by timely delivering two and one half percent (2.5%) consistent with the scheduled dates for rent escalations as provided herein; (e) the rent commencement date for the Refusal Space shall be five (5) months following execution of the amendment for the Refusal Space; (f) Landlord shall deliver the Refusal Space to Tenant in its as is where is condition; and (g) Landlord shall provide Tenant with a Expansion Exercise Notice tenant improvement allowance equal to Landlord$30.00 per rentable square foot of Refusal Space, and such tenant improvement allowance shall be paid to Tenant consistent with Exhibit A attached hereto. In the event that Tenant exercises its expansion right provided in this Section 6, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in have waived its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was renewal option provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right4 herein.

Expansion Right. Commencing If at any time during the term, the remainder of third floor of the Building consisting of 5,701 square feet depicted on Exhibit "B", attached hereto and incorporated herein (the Rent Commencement Date and continuing through the date that is 12 months after the Rent Commencement Date (“"Expansion Right Expiration Date”Space"), if shall be vacated and available for rent, so long as Tenant is not in default beyond any applicable notice and cure periods at the time that Tenant exercises the Expansion Space is available for leaseRight (as hereinafter defined) or at the time that the Expansion Term (as hereinafter defined) commences, Tenant shall have the right, but not right (the obligation, to elect to expand (“Direct "Expansion Right”") the Premises to include all and not less than all of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this set forth in the Original Lease, except as amended hereby, for the Premises on the third floor of the Building. If Tenant fails to exercise the Expansion Right in a written notice to Landlord within thirty (30) days after Landlord notifies (the "Expansion Notice") Tenant in writing that the Expansion Space is vacant and available for rent or is expected to be vacant and available for rent within not more than 270 days from the date of such notice, Tenant shall be deemed to have elected not to exercise the Expansion Right. If Tenant timely exercises the Expansion Right pursuant to the terms and conditions hereof, the term (the "Expansion Term") of the Original Lease, as amended hereby, with respect to the Expansion Space shall commence on the earlier of (a) the date Tenant commences operations in the Expansion Space, or (b) the later of (i) one hundred twenty (120) days from the amount date of Tenant's receipt of the Security Deposit shall be proportionately increasedExpansion Notice, or (ii) the definition date Landlord delivers exclusive possession of the Premises to Tenant. The Expansion Term shall be end simultaneously with the expiration or earlier termination of the Original Lease, as amended hereby. The monthly Fixed Minimum Rent with respect to the Premises, as amended to include the Expansion Space, shall be determined by adding (iiix) the Base monthly Fixed Minimum Rent payable for the Expansion Space shall that would otherwise be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant applicable pursuant to the terms and conditions of a work letter reasonably acceptable to Landlord and Tenantthe Original Lease, as amended hereby, plus (viiy) the Base Term product of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viiii) the Early Termination Payment applicable Third Floor Rental Rate (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 times (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(bii) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect5,701. Notwithstanding anything to the contrary contained in this Section 39(b)the Original Lease, Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep as amended hereby, the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right.be

Expansion Right. Commencing Subject to the provisions of this Section 19, so long as at least three years remain in the Sublease Term, including the Extension Right, if exercised by Subtenant, Subtenant shall have an ongoing right of first offer (the “Right of First Offer”) on any then-available portions of the second floor of the Building (each, a “ROFO Space”) upon the following terms and conditions. This Right of First Offer is subject and subordinate to the right of Sublandlord or any affiliate of Sublandlord to use or occupy such ROFO Space, but no other party holds expansion or first offer or refusal rights to the ROFO Space that are superior to the rights of Subtenant set forth in this Section 19. Sublandlord will notify Subtenant of its plans to market a ROFO Space (the “ROFO Notice”) for lease to any party unrelated to Sublandlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Sublandlord intends to occupy and/or provide to affiliates of Sublandlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Sublandlord’s estimate of the Fair Market Rent Commencement Date and continuing through (as defined below) for such ROFO Space, the date that is 12 months after of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Within ten (10) business days following its receipt of any ROFO Notice, Subtenant shall have the Rent Commencement Date right to accept the same by written notice to Sublandlord (the “Expansion Right Expiration DateROFO Acceptance Notice”), provided that if and for so long as the Expansion Space is available for lease, Tenant shall have the right, but not the obligation, to elect to expand (“Direct Expansion Right”) the Premises to include all and not less than all Subtenant disputes Sublandlord’s estimate of the Expansion Space by delivery of written notice Fair Market Rent in the ROFO Acceptance Notice, the Fair Market Rent for such space shall be determined as set forth in Section 20 (as appropriately modified to Landlord of its election determine fair market rent for expansion space as opposed to exercise the Direct Expansion Right (“Expansion Exercise Notice” a renewal term). If Tenant elects Subtenant timely delivers a ROFO Acceptance Notice, Sublandlord and Subtenant shall execute an amendment to lease this Sublease, subject to Prime Landlord approval and consent, incorporating the Expansion ROFO Space by timely delivering a Expansion Exercise Notice to Landlordinto the Subleased Premises for the remainder of the Sublease Term, Tenant shall be deemed to agree to lease the Expansion Space on as the same terms and conditions as this Leasemay be extended, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition terms contained in the ROFO Notice within ten (10) business days following Sublandlord’s delivery to Subtenant of a form therefor (and if the Expansion Space Sublandlord’s determination of Fair Market Rent was disputed in the ROFO Notice and not agreed to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination commencement of any then existing lease affecting the Expansion term for such ROFO Space, (vi) Landlord then rent shall provide be Sublandlord’s determination of Fair Market Rent until the same per square foot TI Allowance as was provided finalization of the Fair Market Rent appraisal, and any change in such rent amount shall be adjusted – with applicable credits or reimbursement for any underpayment or overpayment - thereafter). In no event shall the Fair Market Rent for the Premises as a tenant improvement allowance ROFO Space be less than the then current Base Rent for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”)Subleased Premises. Tenant’s failure If Subtenant fails to timely deliver an Expansion Exercise a ROFO Acceptance Notice within said ten (10) business day period or fails to Landlord shall be deemed to be an election by Tenant not to exercise Tenantexecute Sublandlord’s Direct Expansion Right pursuant to this Section 39(bform of amendment for such ROFO Space within ten (10) with respect to business days of receipt from Sublandlord of the Expansion Spacesame, in which case Tenant Subtenant shall be deemed to have forever waived its rights with respect to a ROFO Space and Sublandlord shall be entitled, but not required, to lease all or any portion of such ROFO Space to any party or parties on such terms and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under this Section 39(b) such lease, and this Section 39(b) for such rent as Sublandlord determines, all in its sole discretion, and the Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect. Notwithstanding anything any contrary provision of this Sublease, any Right of First Offer, and any exercise by Subtenant of any Right of First Offer shall be void and of no effect unless on the date Subtenant timely delivers a ROFO Acceptance Notice to Sublandlord and on the contrary contained commencement date of the amendment for a ROFO Space (as applicable): (i) this Sublease is in full force and effect, (ii) no default has occurred under this Section 39(b)Sublease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Subtenant shall not have assigned this Sublease, Tenant except as may be assigned through a Permitted Transfer, and there shall not be any sub-sublease or sub-subleases then in effect except for Permitted Transfers. Subtenant acknowledges and agrees that (x) Landlord Subtenant’s Right of First Offer with respect to any space that is under no obligation not subject to keep the Expansion Space vacant from a third-party lease on the date hereof (the “Vacant Space”) shall not be of any force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to date hereof and such lease (and any rights held by such tenant in any part of the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (yBuilding consisting of a ROFO Space) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Righthas subsequently expired.

Expansion Right. Commencing So long as there are at least four (4) years remaining on the Rent Commencement Date and continuing through the date that is 12 months after the Rent Commencement Date Term of this Lease (“Expansion Right Expiration Date”as extended), if and for so long as the Expansion Space is available for lease, Tenant shall have the right, but not the obligation, to elect to expand a right of first offer (“Direct Expansion RightRight of First Offer”) to lease adjacent space (“Offer Space”) to the Premises subject to include all the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and not less than all of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlordeffect, b) Tenant shall not be deemed to agree to lease in default under the Expansion Space on Lease beyond any applicable cure periods; nor shall Tenant be in default under the same terms and conditions as this Lease, except that (i) Lease at the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable Commencement Date for the Expansion Offer Space shall be equal to the per square foot amount of Base Rent then payable for the Premises(defined below) beyond any applicable cure periods, which shall be subject to adjustment pursuant to Section 4, (ivand c) Tenant’s Share then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of Operating Expenses shall be proportionately increased based upon the addition this Section, after any part of the Expansion Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as another tenant that available portion of the expiration or earlier termination of any Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing lease affecting the Expansion Space, (vi) space with Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as providing a tenant improvement allowance of $30 per usable square feet to improve the Offer Space in a manner substantially similar to Tenant’s original Premises office space. Space shall deemed to “become available” when the lease for the Expansion Space but ratably reduced based on the length any current tenant of all or a portion of the remaining Base Term after Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the Expansion space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space is delivered to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant for in wiriting (the construction “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of tenant improvements within thirty (30) days has elapsed from the Expansion Space date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of a fixed its acceptance of such First Offer Leasing Notice and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the terms of a work letter financial criterial reasonably acceptable to Landlord and TenantLandlord. If Tenant timely delivers to Landlord, (vii) in accordance with the Base Term conditions of this Section, written notice of tenants exercise of the Lease shall commence Right of First Offer for all of the Available Offer Space (along with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect added to the Expansion Space, in which case Tenant shall be deemed Premises and subject to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any ther terms and conditions acceptable to Landlord in its sole and absolute discretionthe Lease, and with the exception of those Lease modifications set forth in subsection (ya) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Rightbelow.

Expansion Right. Commencing on If, during the Rent Commencement Date and continuing through term of the date Lease, Tenant notifies Landlord in writing (a “Tenant Expansion Request Notice”) that Tenant has a need for additional space that is 12 months after at a minimum of twenty-five percent (25%) larger than the Rent Commencement Date then-current Premises, Landlord shall have ninety (90) days from its receipt of the Tenant Expansion Request Notice to identify office space located within a single building within the Project that is substantially equal to Tenant’s need as set forth in the Tenant Expansion Request Notice (the “Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for lease, Tenant shall have the right, but not the obligation, to elect to expand (“Direct Expansion RightSpace”) the Premises to include all and not less than all provide Tenant with an outline of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” )new space configuration, location, and schedule. If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Such Expansion Space shall be equal to the per square foot amount of Base Rent then payable for similar quality and price as the Premises, which . Landlord shall be subject then have twelve (12) months from the date of a signed agreement to adjustment pursuant expand to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of deliver the Expansion Space to Tenant. If Tenant delivers a Tenant Expansion Request Notice but (i) Landlord does not then have suitable space available or (ii) Landlord cannot deliver additional space to meet Tenant’s needs within the Premisestime periods prescribed in this Section 21.33, then at any time after the end of the third (3rd) Lease Year Tenant may terminate this Lease by written notice to Landlord; provided that no such termination shall be effective unless and until Tenant pays to Landlord an amount equal to the sum of (x) any unamortized tenant improvement expenses, (vy) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Noticeleasing commissions, and (viiiz) a termination fee equal to three (3) months of the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”)then-current Minimum Rent. Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant hereby acknowledges and agrees that (x) Landlord is the expansion right under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord this Section 21.33 shall be in its sole and absolute discretionaddition to, and (y) not a substitute for, the other rights of first refusal and rights of first offer in this Lease, if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Rightany.

Expansion Right. Commencing on with the Rent Commencement Lease Date and continuing through until the date that Lease Term expires or is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”)earlier terminated, if and for so long as the Expansion Space is available for leaseTenant, Tenant shall have the right, but not the obligation, right to elect to expand (“Direct Expansion Right”) the Premises to include lease all and not less than all or any portion of the Expansion Space available space on the first and second floors of the Building on the same terms and conditions that Landlord has received in a bona fide offer for such a lease ("Subordinate Right of Refusal"); provided, however, that such right to lease is subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer and other similar rights which Landlord has granted to Triteal Corporation, a Delaware corporation ("Superior Leaseholder") in connection with its lease of a portion of the Project. The rights granted to the Superior Leaseholder in this regard are personal and, upon expiration or termination of such rights, the Subordinate Right of Refusal shall no longer be subordinate to any other such rights to lease space in the Building. Promptly after Landlord's receipt of a written offer to lease all or any portion of the first or second floors of the Building and rejection of such offer by delivery the Superior Leaseholder, Landlord shall deliver to Tenant a copy of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” )such offer. If Tenant elects to lease the Expansion Space by timely delivering exercise its Subordinate Right of Refusal, Tenant must deliver written notice to Landlord within five (5) business days after receipt of a Expansion Exercise Notice copy of such offer to Landlord. In order to elect to exercise Tenant's Subordinate Right of Refusal, Tenant shall be deemed must deliver written notice of Landlord Initials: EC JN -------------- Tenant Initials: RR 1185557.05-10/1.97 Tenant's election to agree Landlord within five (5) business days after receipt of a copy of the offer from Landlord and stating in such notice that Tenant is unconditionally committed to enter into a lease the Expansion Space on the same terms and conditions as this Lease, except that (i) contained in the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) offer. If Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure fails to timely deliver an Expansion Exercise Notice exercise its Subordinate Right of Refusal or fails to timely notify Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(bwithin such five (5) with respect to the Expansion Spacebusiness day period, in which case then Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election declined to exercise its Direct Expansion Right, right and Landlord is shall be free to enter into a lease of the Expansion Space at portion of the Building specified in the offer. Notwithstanding any time other provision of this Lease, Tenant's Subordinate Right of Refusal is personal to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretionRxxxx'x Restaurants, Inc., a California corporation, and (y) if Landlord leases the Expansion Space may not be assigned or otherwise transferred to any other partyperson or entity whether by assignment of this Lease or otherwise except in conjunction with a Transfer to an Affiliate. If a Transfer to an Affiliate is made, Tenant’s Direct Expansion any and all such Affiliates (or other Affiliates pursuant to future Transfers) shall also be prohibited from assigning the Subordinate Right shall immediately terminate and Tenant shall have no further of Refusal to exercise its Direct Expansion Rightany other person or entity except in conjunction with a Transfer to another Affiliate.

Expansion Right. Commencing on Subject to the Rent Commencement Date terms and continuing through conditions set forth in this Section 1, the owner of the Phase II Building (the "Phase II Owner") grants to JDA the right ("Offer Right") to be offered by the Phase II Owner the opportunity to lease an approximately 11,000 rentable square foot contiguous block of space in the Phase II Building (the "Expansion Space"), which Expansion Space will be provided to JDA, if at all, between the sixtieth (60th) and seventy-second (72nd) calendar month after the date of issuance of all governmental approvals of substantial completion of the Phase II Building shell (the "Offer Right Period"). The location of such space will be determined by Landlord in Landlord's sole and absolute discretion. At least twelve (12) months prior to the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as Phase II Owner will make the Expansion Space is available for leaseto JDA, Tenant shall have the right, but not Phase II Owner will give JDA written notice of the obligation, to elect to expand (“Direct Expansion Right”) availability and location thereof and the Premises to include all and not less than all of date upon which the Expansion Space by delivery of written notice can be delivered to Landlord of its election to exercise JDA (the Direct "Expansion Right (“Expansion Exercise Notice” Space Delivery Date"). If Tenant elects At least nine (9) months prior to lease the Expansion Space by timely delivering a Expansion Exercise Notice Delivery Date, JDA shall notify the Phase II Owner in writing whether JDA elects to Landlord, Tenant shall be deemed to agree exercise its right to lease the Expansion Space on the same terms and conditions as of this Lease, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended Section 1. If JDA elects not to include lease the Expansion Space, (iii) the Base Rent payable for the Expansion Space provisions of this Section 1 shall be equal to the per square foot amount of Base Rent then payable for the Premisesnull, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed void and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything Failure of JDA to the contrary contained timely respond in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation writing will be deemed an election by JDA not to keep the lease such [OPUS LETTERHEAD] Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free Phase II Owner. Within thirty (30) days of receipt of JDA's notice indicating JDA's decision to lease the Expansion Space, the Phase II Owner shall provide JDA a form of lease in regard to JDA's lease of the Expansion Space. The lease of the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases shall commence upon delivery of the Expansion Space to JDA, shall expire on December 31, 2014 and Base Rent for the Expansion Space will be at $17.00 per rentable square foot of the Expansion Space for months one (1) through thirty (30) of such term and at $18.50 per rentable square foot of the Expansion Space for months thirty-one (31) through the expiration of such term. The Expansion Space will be provided to JDA in "as is" condition without representation or warranty by the Phase II Owner and without any obligation on the Phase II Owner's part to construct any tenant improvements therein or to pay any brokerage commission relating thereto. With respect to tenant improvements, if the Expansion Space is in "shell" condition (e.g., the Expansion Space has not previously been improved for occupancy by a tenant on the Expansion Space Delivery Date), the Phase II Owner shall provide to JDA a tenant improvement allowance relating to the Expansion Space at then fair market rates for similar buildings, taking into account the term of the lease of the Expansion Space, the condition of the Expansion Space as of the date of commencement of JDA's leasing thereof, and other partyrelevant factors. If the Expansion Space has previously been improved for occupancy by a tenant, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Righttenant improvement allowance will be payable with respect thereto.

Expansion Right. Commencing on (a) Provided Tenant is not in default under the Rent Commencement Date terms of this Lease, no condition exists that with the giving of notice or passage of time would constitute a default under the terms of this Lease, and continuing through there has been no material adverse change in the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for leasefinancial wherewithal of Tenant, Tenant shall have the right, exclusive right during the Initial Lease Term or any Renewal Term (the “Expansion Space Period”) to expand the Leased Premises to add an Improvement consisting of at least Seventy-Five Thousand (75,000) square feet but not to exceed One Hundred Forty-Four Thousand (144,000) square feet in the obligationapproximate location identified on the Site Plan attached hereto as Exhibit B as the expansion space (the “Expansion Space”), and Landlord agrees to elect hold available for Tenant during the Expansion Space Period the building expansion land located adjacent to expand the Leased Premises as shown on Exhibit B, on the terms and conditions of this Section. Tenant may exercise its option by delivery to Landlord of written notice of its exercise of the option (“Direct Expansion RightExercise Notice”) to cause the Premises Building to include all and not less than all be expanded on or before the expiration of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” )Period. If Tenant elects to lease the Expansion Space by timely delivering a Expansion Tenant’s Exercise Notice to Landlord, shall state the approximate square footage of Improvements that Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include desires for the Expansion Space, (iii) the Base Rent payable . Tenant’s rights pursuant to this Section for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered are personal to Tenant for the construction of tenant improvements within the Expansion Space of and may not be assigned or transferred except to a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise NoticePermitted Transferee, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant will not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at benefit any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Rightsubtenant.

Expansion Right. Commencing on Subject to (a) Tenant not being in default beyond any applicable notice and cure period at the Rent Commencement Date time of exercise nor Tenant being in default beyond any notice and continuing through cure period of any monetary obligations under this Lease more than twice during the date that is 12 months after twenty-four (24) month period preceding the Rent Commencement Date time of exercise; (“Expansion Right Expiration Date”), if and for so long as the Expansion Space is available for lease, b) Tenant shall have the right, but not the obligation, to elect to expand (“Direct Expansion Right”) the Premises to include all and occupying not less than all of the Expansion Premises; (c) the rights of other tenants within the Building pursuant to written leases in effect as of the date of this Second Amendment, and (d) such limitations as are imposed by other tenant leases in effect as of the date of this Second Amendment, if, at any time during the Term (including any Renewal Term), Landlord intends to enter into a lease for Suites E100, E110, E120, E-130 and/or E140 (individually or all together herein referred to as the “Offered Space”) with anyone other than the tenant then occupying such Offered Space, Landlord shall first offer to Tenant the right to include the Offered Space by delivery within the Premises. With respect to such offer, Landlord shall notify Tenant in writing with regard to the Offered Space, and in such written notice, Landlord shall provide Tenant with the terms upon which Landlord would lease such Offered Space (if such notice is within the first two (2) years following the Additional Premises Commencement Date, such terms shall be the same terms as set forth in this Lease with the free rent and tenant allowance prorated for the remaining Term), provided that, if there are less than three (3) years remaining on the then current Term at the time of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease the Expansion Space by timely delivering a Expansion Exercise Notice to Landlordexercise, Tenant shall be deemed to agree to lease also extend the Expansion Space on the same terms and conditions as this Lease, except that (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease for at least an additional three (3) year Term, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms specified by Landlord, the parties shall enter into a new lease, or an amendment to this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such Offered Space shall be delivered “AS IS”, in a good, neat, orderly and broom clean condition with all personal property and other tenants removed from such Offered Space, and Rent for such Offered Space shall commence with respect to on that date which is the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that earlier of: (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretionoccupancy thereof, and (y) if five (5) days after Landlord leases the Expansion delivers such Offered Space to any Tenant free of other partytenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within forty-five (45) days next following Landlord’s original notice under this paragraph 7, then Tenant’s Direct Expansion Right rights to lease such space shall immediately terminate lapse until such Offered Space again becomes available for lease, and Landlord may, at its discretion, lease such Offered Space to a third party upon the identical terms and conditions offered to Tenant in writing, or on terms and conditions less favorable to the third party than were offered to Tenant in writing. Tenant’s rights hereunder shall have no further not include the right to exercise its Direct Expansion Rightlease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease involving the Offered Space, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this paragraph 7 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of the Offered Space within the Building at any time.

Expansion Right. Commencing Provided that all or any portion of the remainder of Floor is vacant and not subject to any sublease entered into in accordance with the provisions hereof, in the event, from time to time, that Subtenant desires to sublease all or any portion of the remainder of the Floor, Subtenant shall so notify Sublandlord in writing (the “Expansion Notice”) specifying the space contiguous to the Subleased Premises that it wishes to occupy (the “Expansion Space”). The location and size of the Expansion Space shall be subject to the approval of the Sublandlord, which approval shall not be unreasonably withheld or delayed; provided, however, that if required by the terms of the Loan Agreement between the Master Landlord and Mortgage Lender or the Mezzanine Loan Agreement between the Master Landlord and Mezzanine Lender, Sublandlord’s approval of the Expansion Space shall be subject to the approval of Mortgage Lender or Mezzanine Lender (as applicable). Sublandlord shall use its reasonable best efforts to obtain the approval of Mortgage Lender or Mezzanine Lender (as applicable). If Sublandlord’s approval of the Expansion Space is not subject to the approval of Mortgage Lender or Mezzanine Lender, then Sublandlord shall grant its approval of the Expansion Space on the Rent Commencement Date and continuing through or before the date that is 12 months five (5) Business Days after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as Sublandlord’s receipt of the Expansion Space Notice. If Sublandlord’s approval is available for leasesubject to the approval of Mortgage Lender or Mezzanine Lender, Tenant then Sublandlord shall have the right, but not the obligation, to elect to expand grant its approval (“Direct Expansion Right”or provide notice of disapproval) the Premises to include all and not less than all of the Expansion Space by delivery on or before the date that is five (5) Business Days after Sublandlord’s receipt of written notice to Landlord of its election to exercise the Direct Expansion Right such approval (“Expansion Exercise Notice” or disapproval) from Mortgage Lender or Mezzanine Lender (as applicable). If Tenant elects to lease On or before thirty (30) days after the date on which Subtenant receives Sublandlord’s approval of the Expansion Space Space, Sublandlord shall prepare, and Subtenant and Sublandlord shall execute and deliver to one another, an amendment to this Sublease reasonably satisfactory to both parties, increasing the size of the Subleased Premises by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space, to be effective upon execution by both parties. The Expansion Space on will be included in the Subleased Premises, at the same per square foot rate for Rent as is then applicable to the Subleased Premises and upon the same terms and conditions as this LeaseSublease. Sublandlord shall not be obligated to construct any improvements in the Expansion Space or otherwise perform any work to prepare the Expansion Space for Subtenant’s occupancy unless otherwise agreed upon by the parties, except that Sublandlord shall, at its sole cost and expense, remove any demising walls between the Subleased Premises and the Expansion Space and, if requested by Subtenant in the Expansion Notice, construct any demising wall necessary to separate the Subleased Premises (i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include including the Expansion Space, (iii) the Base Rent payable for the Expansion Space shall be equal to the per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the addition of the Expansion Space to the Premises, (v) Tenant shall accept the Expansion Space in its “as is” condition as of the expiration or earlier termination of from any then existing lease affecting the Expansion Space, (vi) Landlord shall provide the same per square foot TI Allowance as was provided for the Premises as a tenant improvement allowance for the Expansion Space but ratably reduced based remaining space on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, which tenant improvements shall be constructed by Tenant pursuant to the terms of a work letter reasonably acceptable to Landlord and Tenant, (vii) the Base Term of the Lease shall commence Floor in accordance with respect to the Expansion Space and Tenant shall commence paying Base Rent and Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s failure to timely deliver an Expansion Exercise Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the Expansion Space, in which case Tenant shall be deemed to have forever waived its rights under this Section 39(bSections 10(d) and this Section 39(b10(e) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant acknowledges and agrees that (x) Landlord is under no obligation to keep the Expansion Space vacant from the date hereof until the Expansion Right Expiration Date and, prior to Tenant’s election to exercise its Direct Expansion Right, Landlord is free to lease the Expansion Space at any time to any party and on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the Expansion Space to any other party, Tenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Rightbelow.