Common use of Expansion Rights Clause in Contracts

Expansion Rights. Tenant shall have two (2) additional options to expand the Premises, subject to Section 43.01(ii). The first option (“Expansion Option One”) is to expand the Premises by the addition thereto of approximately 16,654 rentable square feet on the 4th floor of Tower III (“Expansion Space One”) and the second option (“Expansion Option Two”) is to expand the Premises by the addition thereto of approximately 5,413 rentable square feet on the 4th floor of Tower III (“Expansion Space Two”). Expansion Space One and Expansion Space Two are designated on Exhibit A-3. In the event Tenant exercises a right of first offer as provided in Article 43 with respect to space within Expansion Space One and/or Expansion space Two, the space that landlord is obligated to deliver hereunder shall be correspondingly reduced. The right to exercise Expansion Option One is subject only to the prior rights of the current tenant thereof to extend or renew its lease thereof pursuant to existing rights contained in its lease as of the date hereof on or before March 31, 2014. The right to exercise Expansion Option Two is subject only to the right of first offer granted to the current tenant of Expansion Space One prior to the date of this Lease. Each option to expand requires notice of the exercise of the option by the applicable Expansion Notice Date (hereinafter defined), time being of the essence, and the space which is the subject of such option to expand shall be delivered by Landlord to Tenant by the applicable Expansion Delivery Date (as hereinafter defined). “Expansion Notice Date” for Expansion Option One is March 1, 2014 and for Expansion Option Two is July 1, 2014. “Expansion Delivery Date” for Expansion Space One is March 1, 2015 and for Expansion Space Two is July 1, 2015. Rent will be payable on the space added by the exercise of Expansion Option One beginning on July 1, 2015. Rent will be payable on the space added by the exercise of Expansion Option Two beginning on November 1, 2015. With respect to expansion space added to the Premises under this Section 42.02, such expansion space shall be leased on all of the terms and conditions of this Lease as amended from time to time, except that (i) the Term for such expansion space shall begin on the applicable Expansion Delivery Date and end on the Termination Date (as the same may be extended or reduced as provided in this Lease), (ii) Base Rent shall be increased by the addition thereto of the Annual Base Rent per Rentable Square Foot set forth in Section 1.11 of this Lease multiplied by the rentable square feet in the applicable expansion space, (iii) the Proportionate Share of Expenses and the Proportionate Share of Taxes will be increased to reflect the additional square footage in the Premises and (iv) Tenant shall receive an improvement allowance with respect to the expansion space at a rate of $60.00 (not $68.04) per rentable square foot of the applicable expansion space multiplied by the ratio of the number of months in the term of the expansion space to the number of months in the original term of this Lease, such improvement allowance to be administered on the same terms as the Allowance under ARTICLE 38, but only disbursed to the extent of Qualified Costs related to the expansion space, without the right to apply any unused portion to free rent and such allowance must be requisitioned by December 31, 2016. The expansion space shall be otherwise delivered in “as-is” condition, broom clean and free of all personal property, debris, tenants and occupants. If Landlord is delayed delivering possession of Expansion Space One or Expansion Space Two, as applicable, beyond the applicable Expansion Delivery Date due to the holdover or unlawful possession of Expansion Space One or Expansion Space Two, as applicable, by any party, or otherwise, Landlord shall use reasonable efforts to obtain possession of, and deliver to Tenant, Expansion Space One or Expansion Space Two, as applicable, and the commencement of the term for Expansion Space One or Expansion Space Two, as applicable, and Tenant’s obligation to pay Rent therefor shall be postponed accordingly. If Landlord is unable to deliver an Expansion Space under this Section 42.02 by the date which is ninety (90) days following the applicable Expansion Delivery Date, Tenant shall have the right to withdraw its notice to expand the Premises by the addition of such Expansion Space at any time thereafter, but prior to delivery of such Expansion Space in the condition required hereunder, by thirty (30) days’ notice to Landlord of such withdrawal; provided, however, such notice of withdrawal shall be of no force or effect if, prior to the end of such thirty (30) days, Landlord delivers the Expansion Space to Tenant in the condition required hereunder.

Expansion Rights. (a) So long as (i) no default exists under this Lease beyond any applicable notice and cure periods, and (ii) this Lease is in full force and effect, Tenant shall have two (2) additional options a right, by delivering written notice to expand the Premises, subject Landlord on to Section 43.01(ii). The first option (“Expansion Option One”) is to expand the Premises by the addition thereto of approximately 16,654 rentable square feet on the 4th floor of Tower III (“Expansion Space One”) and the second option (“Expansion Option Two”) is to expand the Premises by the addition thereto of approximately 5,413 rentable square feet on the 4th floor of Tower III (“Expansion Space Two”). Expansion Space One and Expansion Space Two are designated on Exhibit A-3. In the event Tenant exercises a right of first offer as provided in Article 43 with respect to space within Expansion Space One and/or Expansion space Two, the space that landlord is obligated to deliver hereunder shall be correspondingly reduced. The right to exercise Expansion Option One is subject only to the prior rights of the current tenant thereof to extend or renew its lease thereof pursuant to existing rights contained in its lease as of the date hereof on or before March 31, 2014. The right to exercise Expansion Option Two is subject only to the right of first offer granted to the current tenant of Expansion Space One prior to the date of this Lease. Each option Rent Commencement Date (the “Expansion Notice”) to expand requires notice lease the entire third (3rd) floor of the exercise of Building (the option by the applicable Expansion Notice Date (hereinafter defined), time being of the essence, and the space which is the subject of such option to expand shall be delivered by Landlord to Tenant by the applicable Expansion Delivery Date (as hereinafter defined). “Expansion Notice Date” for Premises”). (b) If Tenant delivers an Expansion Option One is March 1Notice, 2014 and for the Expansion Option Two is July 1, 2014. “Expansion Delivery Date” for Expansion Space One is March 1, 2015 and for Expansion Space Two is July 1, 2015. Rent will be payable on the space added by the exercise of Expansion Option One beginning on July 1, 2015. Rent will be payable on the space added by the exercise of Expansion Option Two beginning on November 1, 2015. With respect to expansion space added to the Premises under this Section 42.02, such expansion space shall be leased on all of the same terms as provided in this Lease, including at the same Basic Annual Rent payable under this Lease, with the same Tenant Improvement Allowance and conditions of this Lease as amended from time to timeshall be coterminous with the Term, except that (i) completion of the Term Tenant Improvements for the Expansion Premises will not occur until 120 days after the plans and specifications for such expansion space shall begin on Expansion Premises (which will be determined in accordance with the applicable Expansion Delivery Date and end on process set forth in the Termination Date (as the same may be extended or reduced as provided in this Lease)Work Letter) have been completed, (ii) Basic Annual Rent for the Expansion Premises will not commence until the earlier to occur of Tenant’s occupancy of the Expansion Premises or Substantial Completion of the Expansion Premises (however all escalation of such Basic Annual Rent and the Base Rent Year shall be increased by the addition thereto of concurrent with the Annual Base Rent per Rentable Square Foot set forth in Section 1.11 of this Lease multiplied by the rentable square feet periods provided in the applicable expansion spaceLease for the Leased Premises), and (iii) Abated Rent for the Proportionate Share of Expenses and Expansion Premises shall be (x) if the Proportionate Share of Taxes will be increased to reflect the additional square footage in the Premises and (iv) Tenant shall receive an improvement allowance with respect to the expansion space at a rate of $60.00 (not $68.04) per rentable square foot of the applicable expansion space multiplied by the ratio of the number of months in the term of the expansion space to the number of months in the original term of this LeaseExpansion Notice is delivered on or before June 1, such improvement allowance to be administered 2020, on the same terms as the Allowance under ARTICLE 38fifth (5th) floor of the Building (e.g., but only disbursed for a twelve (12) month period after Substantial Completion of the Tenant Improvements with no contribution for Common Area Expenses), and (y) if the Expansion Notice is delivered after June 1, 2020, on the same terms as the first (1st) floor of the Building (e.g., for a twelve (12) month period after Substantial Completion of the Tenant Improvements of the with Tenant paying ($6.75) per Rentable Square Foot of the Expansion Premises per annum as a reimbursement for Common Area Expenses). (c) Within fifteen (15) days of Tenant’s delivery of an Expansion Notice, Landlord and Tenant will enter into an amendment to this Lease, incorporating the terms related specifically to the extent Expansion Premises, while maintaining the original terms of Qualified Costs the Lease with respect to all matters not specifically related to the expansion space, without the right to apply any unused portion to free rent and such allowance must be requisitioned by December 31, 2016. The expansion space shall be otherwise delivered in “as-is” condition, broom clean and free of all personal property, debris, tenants and occupants. If Landlord is delayed delivering possession of Expansion Space One or Expansion Space Two, as applicable, beyond the applicable Expansion Delivery Date due to the holdover or unlawful possession of Expansion Space One or Expansion Space Two, as applicable, by any party, or otherwise, Landlord shall use reasonable efforts to obtain possession of, and deliver to Tenant, Expansion Space One or Expansion Space Two, as applicable, and the commencement of the term for Expansion Space One or Expansion Space Two, as applicable, and Tenant’s obligation to pay Rent therefor shall be postponed accordingly. If Landlord is unable to deliver an Expansion Space under this Section 42.02 by the date which is ninety (90) days following the applicable Expansion Delivery Date, Tenant shall have the right to withdraw its notice to expand the Premises by the addition of such Expansion Space at any time thereafter, but prior to delivery of such Expansion Space in the condition required hereunder, by thirty (30) days’ notice to Landlord of such withdrawal; provided, however, such notice of withdrawal shall be of no force or effect if, prior to the end of such thirty (30) days, Landlord delivers the Expansion Space to Tenant in the condition required hereunderPremises.

Expansion Rights. (a) Provided that (1) Tenant is not in default beyond any applicable cure period under this Lease either at the date of exercise or the date when the Term of this Lease with respect to any Expansion Space (or New Building Space, if subsection (c) below is applicable) would otherwise commence and (2) the Tenant named in the applicable Basic Lease Provision or an assignee permitted without the consent of Landlord is the tenant under this Lease, then, in addition to the rights afforded to Tenant pursuant to Addendum Section 48.19 above, Tenant shall have two (2) additional options to expand the Premises, subject to Section 43.01(ii). The first a continuing option (“each, an "Expansion Option One”Option") is to expand the Premises by the addition thereto adding upon exercise of approximately 16,654 rentable each such Expansion Option, if at all, not less than 40,000 square feet on of Rentable Area within the 4th floor of Tower III Center (“the "Expansion Space One”) and the second option (“Space"). Each such Expansion Option Two”shall be exercised, if at all, by written notice to Landlord given prior to December 31, 2003 and shall specify, within the limits set forth above, the approximate size of the applicable Expansion Space; provided, however, that in no event shall Tenant be entitled to exercise an Expansion Option more than one time during any consecutive six (6) is to expand the Premises by the addition thereto of approximately 5,413 rentable square feet on the 4th floor of Tower III (“Expansion Space Two”). Expansion Space One and Expansion Space Two are designated on Exhibit A-3month period. In addition, the event Tenant exercises a right provisions of first offer as provided in Article 43 this Addendum Section 48.20 shall have no further force or application to this Lease after December 31, 2003, except with respect to space within any Expansion Space One and/or (or New Building Space, if subsection (c) below is applicable) as to which Tenant has properly and timely exercised an Expansion space TwoOption prior to December 31, 2003. (b) If Tenant is entitled to exercise such option and timely and properly does so, then the space that landlord is obligated to deliver hereunder following shall pertain: (i) Unless the provisions of subsection (c) below shall apply, such Expansion Option shall be correspondingly reduced. The right to exercise Expansion Option One is subject only to the prior rights of availability during the current tenant thereof to extend or renew its lease thereof pursuant to existing rights contained in its lease as of the date hereof on or before March 31, 2014. The right to exercise Expansion Option Two is subject only to the right of first offer granted to the current tenant of Expansion Space One prior to the date of this Lease. Each option to expand requires notice of the exercise of the option by the applicable Expansion Notice Date (hereinafter defined), time being of the essence, and the space which is the subject of such option to expand shall be delivered by Landlord to Tenant by the applicable Expansion Delivery Date Availability Period (as hereinafter defined)) of an Expansion Space within the existing buildings in the Center of the approximate aggregate size specified in Tenant's notice of exercise. “Expansion Notice Date” For this purpose, the "Availability Period" for any Expansion Option One is March 1, 2014 and for shall be the period commencing on the date of Tenant's exercise of such Expansion Option Two and expiring two hundred seventy (270) days thereafter, and space availability in the Center shall take into account any then existing leases of space in the Center or any other pre-existing space rights held by other tenants in the Center. (ii) Within fifteen (15) business days after Landlord's receipt of Tenant's notice of exercise of an Expansion Option, Landlord shall notify Tenant in writing whether there is July 1or will be during the applicable Availability Period an available Expansion Space within the existing buildings in the Center of the aggregate approximate size specified by Tenant and, 2014if so, shall identify the available Expansion Space and the Rentable Area thereof. “For the purposes of this subsection, "approximate size" shall mean space with a Rentable Area not less than eighty percent (80%) of the Rentable Area specified by Tenant in its notice of exercise and located within not more than two (2) buildings in the Center and provided that the Rentable Area in each such building is not less than 10,000 square feet. If there is no such available Expansion Delivery Date” Space of the aggregate approximate size specified by Tenant within the existing buildings of the Center during the applicable Availability Period, such exercised Expansion Option shall lapse, unless the provisions of subsection (c) below shall apply. No such lapsing of an exercised Expansion Option for any applicable Expansion Space shall affect Tenant's right to exercise future Expansion Options for Expansion Space One in accordance with the provisions of this Addendum Section 48.20. (iii) If there is March 1, 2015 and for an available Expansion Space Two is July 1of the aggregate approximate size specified by Tenant within the existing buildings in the Center during the applicable Availability Period, 2015. Rent will then the following shall pertain: (A) The applicable Expansion Space shall be payable on the space added by the exercise as part of Expansion Option One beginning on July 1, 2015. Rent will be payable on the space added by the exercise of Expansion Option Two beginning on November 1, 2015. With respect to expansion space added to the Premises under this Section 42.02, such expansion space and shall be leased on upon all of the terms and conditions of this Lease except as amended from time to time, except that specified in the following clauses. (iB) the Term for such expansion space shall begin on the applicable Expansion Delivery Date and end on the Termination Date (as the same may be extended or reduced as provided in this Lease), (ii) Base Rent shall be increased by the addition thereto of the Annual Base Rent per Rentable Square Foot set forth in Section 1.11 The "Commencement Date" of this Lease multiplied by the rentable square feet in the applicable expansion space, (iii) the Proportionate Share of Expenses and the Proportionate Share of Taxes will be increased to reflect the additional square footage in the Premises and (iv) Tenant shall receive an improvement allowance with respect to such Expansion Space shall be the expansion space at a rate date the Expansion Space is delivered to Tenant vacant and broom clean with all main building systems and equipment (i.e., plumbing, electrical, heating, ventilation and air conditioning) therein in good working order. From and after the Commencement Date of $60.00 (not $68.04) per rentable square foot this Lease with respect to such Expansion Space, Tenant shall hold and occupy such Expansion Space as part of the applicable expansion space multiplied by the ratio Premises upon all of the number of months in the term of the expansion space to the number of months in the original term terms and conditions of this Lease, except as modified by this clause (iii) and, except that Tenant shall not be required to pay Basic Annual Rent or Tenant's Proportionate Share of Total Operating Expenses or any real property taxes with respect to such improvement allowance to be administered on the same terms as the Allowance under ARTICLE 38, but only disbursed to the extent of Qualified Costs related to the expansion space, without the right to apply any unused portion to free rent and such allowance must be requisitioned by December 31, 2016. The expansion space shall be otherwise delivered in “as-is” condition, broom clean and free of all personal property, debris, tenants and occupants. If Landlord is delayed delivering possession of applicable Expansion Space One or to and until the Expansion Space Two, Rent Commencement Date (as applicable, beyond defined in Addendum Section 48.1 above). From and after the applicable Expansion Delivery Date due to the holdover or unlawful possession of Expansion Space One or Expansion Space Two, as applicable, by any party, or otherwise, Landlord shall use reasonable efforts to obtain possession of, and deliver to Tenant, Expansion Space One or Expansion Space Two, as applicable, and the commencement of the term for Expansion Space One or Expansion Space Two, as applicable, and Tenant’s obligation to pay Rent therefor shall be postponed accordingly. If Landlord is unable to deliver an Expansion Space under this Section 42.02 by the date which is ninety (90) days following the applicable Expansion Delivery Commencement Date, Tenant shall have observe and perform all of the right obligations of the Tenant under this Lease with respect to withdraw its notice to expand the Premises by the addition of such Expansion Space at any time thereafterSpace, but prior including the payment of all Basic Annual Rent, Tenant's Proportionate Share of Total Operating Expenses and all real property taxes with respect to delivery of such Expansion Space in accordance with the condition required hereunder, by thirty (30) days’ notice to Landlord of such withdrawal; provided, however, such notice of withdrawal shall be of no force or effect if, prior to the end of such thirty (30) days, Landlord delivers the Expansion Space to Tenant in the condition required hereunderterms hereof.