Common use of Expansion Clause in Contracts

Expansion. Landlord and Tenant covenant and agree as follows: (1) Landlord reserves the right to make changes in and to alter the Building, automobile parking areas, and other Common Areas, and this right shall include the right to elevate or multipledeck or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areas. (2) With respect to any premises adjoining or adjacent to the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining or adjacent premises, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlord.

Expansion. Landlord SECTION 36.01. Tenant shall have the one-time option (such option, the "Expansion Option") to expand the Demised Premises (such expansion, the "Expansion") pursuant to and Tenant covenant in accordance with the terms and agree as followsconditions set forth below: (1A) At the time of the exercise of the Expansion Option, no Event of Default shall then exist under the terms of this Lease and Tenant shall be in possession of the Demised Premises pursuant to the terms of this Lease; (B) Subject to the provisions of Section 36.03, the Expansion shall be performed and completed at Tenant's sole cost and expense and Tenant shall pay any and all reasonable costs actually incurred by Landlord reserves and paid to unaffiliated third parties for review and oversight of the right construction work and documentation with respect to make changes in the Expansion including reasonable legal fees and to alter the Building, automobile parking areas, and other Common Areas, and this right shall include the right to elevate or multipledeck or to provide underground parking facilitiescosts. This may mean all or a portion of Tenants view may be blocked, and if such occursIn addition, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-building ratio solely responsible for any automobile parking areas. (2) With respect to any premises adjoining or adjacent to obtaining all permits, licenses and governmental approvals for the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriateExpansion, including, without limitation, any and all zoning permits, variances and building permits (such permits, licenses and approvals, the use thereof for expansion "Consents"). Landlord will cooperate with Tenant's efforts to obtain Consents at no material cost to Landlord. Landlord makes no representations or warranties with respect to Tenant's ability to obtain any required Consents or Tenant's ability to construct all or any portion of the Building; Expansion. Tenant's inability to obtain any Consents or to construct the Expansion shall in no way effect this Lease; (C) Tenant shall exercise the Expansion Option, if at all, on or prior to JULY 31, 2016 by delivering to Landlord written notice of Tenant's intent to expand the Demised Premises, which notice shall be accompanied by (1) preliminary plans and this Lease specifications with respect to Expansion (which plans and specifications shall include the materials to be used in connection with the Expansion), (ii) in the event Tenant shall exercise the Expansion Option on or prior to JULY 31, 2006, Tenant's election with respect to the Landlord's Contribution (as defined in Section 36.03 below), (iii) in the event Tenant shall request to have Landlord make the Landlord's Contribution, audited financial statements of Tenant for Tenant's most recently completed fiscal year and certified financial statements for any completed fiscal quarters from and after the most recently completed fiscal year, and (iv) such other information as Landlord may request in its reasonable discretion; (D) Tenant's preliminary plans and specifications with respect to the Expansion shall be subject to the prior written consent of Landlord, which consent shall not be construed unreasonably withheld, conditioned or delayed. Landlord must respond to limit submissions (i) as to the initial submission, within forty-five (45) days after Tenant's initial submission of a complete set of preliminary plans and specifications; and (ii) thereafter for all submissions within thirty (30) days after any submissions pertaining to any structural work or mechanical or electrical systems and within fifteen (15) days after any other submissions. Notwithstanding any of the foregoing to the contrary, Landlord may (i) withhold such consent in the event Landlord determines, in its reasonable discretion, that the Expansion, as depicted in such plans and specifications, will (a) impair the marketability or value of the Demised Premises, (b) impair the structural integrity or base building systems of the Demised Premises, or (c) violate any applicable law or (ii) delay such consent until Tenant reasonably provides Landlord with any information that Landlord may require with respect to the Expansion pursuant to Paragraph (C) above; (E) In the event Tenant shall request that Landlord make the Landlord's rightsContribution under Paragraph (C) above, Landlord shall review and either approve or to restrict reject the use financial statements required under Paragraph (C) above within thirty (30) days after receipt of said adjoining or adjacent premises or any part thereofthe same. The foregoing provisions of this paragraph Landlord may reject such financial statements (in which case it shall not be construed required to give pay the Landlord's Contribution,) only if it determines that Tenant's market capitalization, tangible net worth and earnings as depicted in such financial statements are not at least equivalent to Tenant's market capitalization, tangible net worth and earnings as of the date of this Amendment; in the event Landlord rejects the financial statements and thus does not agree to pay the Landlord's Contribution, Tenant may rescind its exercise of the Expansion Option within thirty (30) days after written notification from Landlord of its rejection of Tenant's financial statements and refusal to fund the Landlord's Contribution; (F) In the event Landlord approves the preliminary plans and specifications submitted in accordance with Paragraph (D) above, Tenant shall, prior to the commencement of the construction of the Expansion, submit to Landlord (i) final, stamped construction drawings and specifications with respect to the Expansion (and from and after the commencement of such construction, Tenant shall submit to Landlord any rights and all amendments, modifications and/or revisions to such drawings and specifications) for Landlord's approval, which shall not be unreasonably withheld, conditioned or delayed (provided that the same shall be substantially similar to the previously approved preliminary plans and specifications) and (ii) any building permits required for the Expansion. In addition, upon the commencement of Tenant's construction of the Expansion, Tenant shall work diligently to complete the Expansion (a) in common areas accordance with the approved drawings, plans and specifications, (b) in accordance with any and all applicable laws, and (c) in a lien free, good and workmanlike manner within two hundred and seventy days (270) after receipt of the building permit, subject to extension as a result of any Force Majeure. Tenant shall reasonably document to Landlord within ten (10) days after the occurrence of any Force Majeure event, the nature of the event, its anticipated impact on the construction schedule and Tenant's plan to mitigate such delay. All work with respect to the Expansion shall be performed by licensed and insured contractors. Landlord hereby reserves the right, to be exercised in its reasonable discretion, to approve the general contractor and any subcontractors performing structural or mechanical work in connection with the Expansion; (G) Landlord shall have the right to inspect the progress of any and all work with respect to the Expansion; (H) The Expansion shall be deemed completed on the date (the "Expansion Completion Date") on which Tenant shall deliver to Landlord (i) a final certificate of occupancy for the Demised Premises comprising the Expansion (the "Expansion Premises") from the applicable governmental authority and (ii) a certificate from Tenant's licensed architect indicating that the Expansion Premises have been built in accordance with the construction drawings and specifications for the Expansion Premises previously submitted to and approved by Landlord. Without limiting any other provisions set forth herein, from and after the Expansion Completion Date the term the "Demised Premises" shall be deemed to include the Expansion Premises, provided that, notwithstanding any of the adjoining provisions of the Lease to the contrary (a) Landlord shall not be obligated to maintain any insurance with respect to the Expansion Premises except to the same extent Landlord insures the Demised Premises now (but with an increase in value to reflect the addition of the Expansion Premises) and Tenant shall be obligated to insure the Expansion Premises to the same extent Tenant is obligated to insure the Demised Premises now, (b) Landlord shall not be obligated to maintain, or adjacent premises, including without limitation, any rights repair the Expansion Premises but in the parking areas event of a casualty it shall restore the Expansion Premises to the same extent Landlord restores the Demised Premises now, and (c) Tenant shall not be permitted to (1) xxxxx or offset rent with respect to the Expansion Premises except to the extent that might any loss of rent is actually covered by rental income insurance maintained by Landlord for the Demised Premises (or to the extent the rental loss would have been covered had Landlord carried the rental loss insurance required under Section 8.02 of the Lease) or (2) terminate this Lease due to any casualty or condemnation affecting only the Expansion Premises regardless of whether such right shall exist with respect to the balance of the Demised Premises; however, in the event Tenant validly terminates the Lease for the balance of the Demised Premises pursuant to the terms of the Lease, Tenant shall also be required to terminate the Lease with regards to the Expansion Premises; (I) During any period of construction hereunder, Tenant shall maintain Builder's All-Risk Insurance in form and substance acceptable to Landlord in its reasonable discretion, which insurance shall be in an amount equal to the full replacement cost of the Expansion Premises; and (J) Within thirty (30) days of the Expansion Completion Date, (i) Tenant shall provide Landlord with (a) final lien waivers and affidavits from all materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Expansion, evidencing that such party has been paid in full with respect to any work it may have performed with respect to the Expansion and (b) a release of any existing mechanic's (or similar) liens against the Expansion Premises with respect to work done or materials provided in adjoining connection with the Expansion, which release shall be evidenced by the removal of any exceptions to Landlord's title policy relating to such liens and (ii) the parties shall execute an amendment to this Lease setting forth (a) the total square footage of the Demised Premises (to be determined in accordance with BOMA standards) and (b) the revised Basic Rent (to be determined in accordance with (1) Section 36.02 or adjacent premisesSection 36.03 hereof, as applicable). SECTION 36.02. In the event Tenant exercises the Expansion Option, the annual Term Basic Rent due hereunder shall increase on the earlier to occur of (3i) No the date which is two hundred and seventy(270) days after Tenant shall receive a building permit with respect to the Expansion Premises or (ii) the Expansion Completion Date (such permitted changeearlier date, alterationthe "Section 36.02 Rent Commencement Date"), by an amount equal to the product of $5.50 times the total rentable square footage area of the Expansion Premises, which total rentable square footage area shall be determined by Landlord based on (a) the actual size of the completed Expansion Premises, if and when completed or (b) until the Expansion Premises are completed, the size of the completed Expansion Premises as estimated in the latest drawings and specifications approved by Landlord with respect to the Expansion Premises. The annual Term Basic Rent for the Expansion Premises (as adjusted pursuant to Section 36.03 below) shall increase by five percent (5%) as of (1) the first day of the calendar month marking the fifth (5th) anniversary of the Section 36.02 Rent Commencement Date (such date, the "Section 36.02 Adjustment Date") and (2) each succeeding fifth (5th) anniversary of the Section 36.02 Adjustment Date during the Term. In the event such rental obligation shall commence prior to the Expansion Completion Date, Term Basic Rent shall be appropriately adjusted (both prospectively and retroactively) on the Expansion Completion Date. The Expansion Premises shall be measured in accordance with BOMA standards. SECTION 36.03. In the event Tenant exercises the Expansion Option on or prior to JULY 31, 2006, Landlord shall contribute, at Tenant's option and in accordance with the provisions of Section 36.01 (and subject to the conditions therein), an amount equal to $35.00 per rentable square foot of the completed Expansion Premises not to exceed Three Hundred Fifty Thousand and NO/100 Dollars ($350,000.00) (such amount, the "Landlord's Contribution"). Tenant shall make such election, if at all, at the same time Tenant exercises the Expansion Option pursuant to the provisions of Section 36.01(C) hereof. Upon such election, the annual Term Basic Rent otherwise payable under Section 36.02 above for the first ten thousand (10,000) rentable square feet of the Expansion Premises shall increase on the earlier to occur of (i) the first day of the first month following Landlord's payment of the Landlord Contribution or (ii) regardless of whether the Expansion Completion Date shall have occurred, July 31, 2006 (the earlier of such dates, the "Section 36.03 Rent Commencement Date") by an amount equal to the product of $4.20 times the total square footage area of the Expansion Premises not to exceed 10,000 square feet (as determined pursuant to the provisions of Section 36.03), which amount shall be in addition to or consolidation any increase payable under Section 36.02 above (but only with respect to the first 10,000 square feet of the Building, including without limitation, Expansion Premises) and shall become due and payable in accordance herewith regardless of whether the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation Term Basic Rent for such space has commenced under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the LandlordSection 36.

Expansion. Provided Tenant is not in default under this Lease and --------- provided that this Lease is in full force and effect and provided further that Tenant has not assigned this Lease, then Tenant shall have the following rights to lease, at the termination of the existing lease (including, all extension options) to Altera Semiconductor, Inc. ("Altera"), the space in Building D presently leased to Altera. Tenant further acknowledges that Altera has an option to extend the term of its existing lease. A. Before listing or advertising Building D to prospective tenants or purchasers, Landlord shall first notify Tenant of the availability of Building D and shall present the first offer to lease Building D to Tenant. B. After presentation of Landlord's offer, and provided that Landlord and Tenant covenant are unable to reach agreement, following good faith negotiations, as to the terms and agree conditions under which the parties would be willing to enter into a lease of Building D, Tenant shall have a right of first refusal to lease Building D as follows:set forth herein. If Landlord proposes to lease a space in Building D (the "Available Space") to a prospective tenant and if Altera has failed to exercise any right of first refusal it may have as to the Available Space, then Landlord shall notify Tenant in writing of the following basic business terms upon which the Landlord is willing to lease such space (collectively referred to herein as the "Basic Business Terms"): (i) the description of the Available Space; (ii) the term of the Lease; (iii) the tenant improvements Landlord is willing to construct or that it will require to be constructed and the contribution Landlord is willing to make to pay for such tenant improvements; (iv) the rent for initial term or the formula to be used to determine such rent (including, if applicable) free rent, Tenant's share of taxes, assessments, operating expenses, insurance costs and the like; (v) any option or options to extend (including the rent to be charged during the extension periods); and (vi) any other material business term Landlord elects to specify. C. If Tenant, within ten (110) business days after receipt of Landlord's notice, delivers to Landlord reserves its written agreement to lease the Available Space on the Basic Business Terms stated in Landlord's Notice, the Landlord shall lease to Tenant and Tenant shall lease from Landlord the Available Space on the terms and conditions in Landlord's Notice (the "Second Lease") provided, however, that this Lease shall be modified to include, and the Second Lease shall include, a cross-default provision providing that Tenant will be in default under both the Second Lease and this Lease, if it is in default under either Lease. D. If Tenant does not deliver to Landlord its written agreement to the Second Lease on the terms contained in Landlord's notice within said ten (10) business day period, then Landlord shall thereafter have the right to lease the Available space on the same Basic business Terms set forth in Landlord's notice and on such form of Lease, as Landlord chooses; provided, however, that Landlord may make any changes to such form of lease at the request of any prospective tenant to induce it to lease such space from Landlord so long as Landlord does not change the Basic Business Terms set forth in and to alter the Building, automobile parking areas, and other Common Areas, and this right shall include the right to elevate or multipledeck or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areasLandlord's notice. (2) With respect to any premises adjoining or adjacent to the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. E. The foregoing provisions of this paragraph shall not be construed to give terminate upon (i) the expiration or earlier termination of this Lease; or (ii) any assignment by Tenant any rights of its interest in common areas within any of the adjoining or adjacent premises, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under the subletting by Tenant of substantially all of the Premises for substantially all of the remainder of the Lease Term; or (iii) as to any provision hereof particular space, Tenant's failure to exercise its right of refusal granted herein as to such space at its first opportunity to do so. F. Provided that Tenant shall have exercised its option to lease Building D, Landlord shall, at least one hundred twenty (120) days before the renewal date for the insurance carried by Landlord pursuant to Section 11.2, provide Tenant with a statement identifying the material terms of such insurance coverage, including the premiums payable, coverage limits and tenant agrees deductibles required. In the event that Tenant reasonably determines that Tenant can maintain such insurance at a cost to ratify and approve Tenant of at least five percent (5%) less than the modified Building Plancost to Tenant of reimbursing the cost of maintaining such coverage to Landlord, then Tenant shall be entitled to notify Landlord, no more than thirty (30) days following receipt of Landlord's statement, that Tenant intends to maintain such insurance. Tenant shall thereafter maintain the insurance required by Section 11.2 hereof, in conformance with consistent requirements imposed from time to time by the holders of mortgages or deeds of trust of the Premises, including, if anyrequired, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business or other damage due delivery to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by parties of reasonably satisfactory evidence of the Landlordmaintenance of such coverage.

Expansion. Landlord (a) Seller represents that Seller has received all permits and Tenant covenant approvals required by the municipal, county, and agree as follows:state authorities, bureaus or agencies having jurisdiction (collectively, the “Governmental Authorities”) relating to the construction of a single-story, non-climate controlled building of approximately 7,300 square feet in or about that area marked “Proposed Expansion Area” on Exhibit B (the “Expansion”), subject to submission of stamped, final drawings to the Town of Xxxxxxxxx for such Town’s review and approval. (1b) Landlord reserves Prior to the right to make changes in and to alter Feasibility Study Termination Date, Buyer shall solicit bids for the BuildingExpansion construction project from two (2) or more contractors. Within three (3) days after selecting an Expansion contractor, automobile parking areasBuyer shall provide Seller with the name of, and other Common Areascontact information for, Buyer’s selected Expansion contractor (“Buyer’s Contractor”). Seller, at Seller’s sole cost and expense, shall: (i) promptly submit to the Governmental Authorities all materials required in connection with the Expansion and, among such materials, provide the Governmental Authorities with the name of, and this right shall include contact information for, Buyer’s Contractor; (ii) diligently pursue all necessary approvals, licenses and permits associated with the right to elevate or multipledeck or to provide underground parking facilities. This may mean Expansion (collectively, “Expansion Permits and Approvals”) from the Governmental Authorities; and (iii) sign, execute and deliver any and all or a portion of Tenants view documents that may be blockedreasonably necessary or appropriate to obtain Expansion Permits and Approvals. (c) Notwithstanding anything herein to the contrary, for purposes of this Agreement, the requisite Expansion Permits and Approvals shall be deemed to have been obtained only upon satisfaction of the following requirements (the “Requirements”): (i) issuance of a building permit for the Expansion by the applicable Governmental Authority; (ii) the expiration of the period within which appeals from the Governmental Authorities’ actions can be filed without the filing of any such appeal; and (iii) each of the Expansion Permits and Approvals being in a form fully assignable to Buyer (as determined by Buyer in its sole discretion). Seller shall notify Buyer not less than three (3) days in advance of any public meeting, conference or hearing with governmental officials in connection with the Expansion. (d) In the event Seller is unable to obtain all Expansion Permits and Approvals prior to the Closing Date, the parties shall proceed to Closing, but the Purchase Price shall be reduced by FIFTY THOUSAND DOLLARS ($50,000) (the “Expansion Allocation”). The Expansion Allocation shall be held in escrow by the Title Company. In the event that, on or after the Closing Date, Seller obtains all Expansion Permits and Approvals, the Title Company shall release the Expansion Allocation to Seller within three (3) business days following the date that Seller assigns all Expansion Permits and Approvals to Buyer. (e) Notwithstanding anything to the contrary contained herein, if such occursBuyer becomes aware that (i) Seller’s representation in Section 15(a) is inaccurate or (ii) it is impracticable for Seller to satisfy the Requirements or (iii) Seller is in default under this Paragraph 15, Tenant consents then Buyer shall promptly provide written notice thereof to same without Seller (the “Buyer’s Notice”). Buyer shall have all rights at law and in equity to enforce this Paragraph 15 unless Seller, within forty-five (45) days after the date of the Buyer’s Notice, (A) cures any right breach or default referenced in the Buyer’s Notice, (B) obtains all Expansion Permits and Approvals and (C) assigns all Expansion Permits and Approvals to compensationBuyer. In no event shall Landlord be required to maintain Buyer recover more than $50,000 in damages as a result of any specific parking-to-building ratio for any automobile parking areasSeller breach or default under this Paragraph 15. (2f) With respect to any premises adjoining or adjacent Notwithstanding anything herein to the Building contrary, if Seller, using diligent efforts, fails to obtain all Expansion Permits and Approvals within sixty (60) days after the later of (I) the Closing Date or (II) that date which Landlord may now own or henceforth acquireBuyer provides Seller with the name and contact information for Buyer’s Contractor, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, Buyer shall have the right (but Landlord, its successors to itself pursue any outstanding Expansion Permits and assigns Approvals and the Expansion Allocation shall have no obligation) be released to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns Buyer. This Paragraph 15 shall deem appropriate, including, without limitation, the use thereof for expansion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining or adjacent premises, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premisessurvive Closing. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlord.

Expansion. Landlord and Tenant covenant and agree as follows: (1) Landlord reserves the right to make changes in and to alter the Building, automobile parking areas, and other Common Areas, and this right shall include the right to elevate or multipledeck or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areas. (2) With respect to any premises adjoining or adjacent Subject to the Building which Landlord may now own or henceforth acquireterms and conditions set forth --------- herein, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, the right (but Landlord, its successors and assigns LESSEE shall have no obligation) the option from time to develop, dedicate, finance, improve, lease, manage, operate and/or convey time to lease the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, space located on the use thereof for expansion second and third floors of the Building; building located immediately in front of the building in which the Premises is located (such building being hereinafter referred to as "Building B"), but excluding the space currently utilized as the cafeteria (such expansion space is hereinafter referred to as the "Additional Space") upon the same terms and conditions as this Lease shall not be construed to limit Landlordexcept that the term thereof must end, at LESSEE's rightsoption, either on March 31, 2004 or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions date upon which the Term of this paragraph Lease expires. LESSOR shall not be construed to give Tenant provide LESSEE with (a) a copy of any rights in common areas within letter of intent that is executed with any prospective tenant of the adjoining Additional Space (or adjacent premisesif no such letter of intent is executed by LESSOR, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation then a copy of the Buildingproposed draft of the lease for such space) or (b) a copy of a negotiated letter of intent with a prospective tenant of the Additional Space with terms that appear to be acceptable to such prospective tenant, including without limitation, the performance of all construction and/or excavation required thereof, together in any event with a notice stating that such notice is delivered pursuant to this Section 18.18. LESSEE shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if anynotify LESSOR, in writing, within ten (10) days of receipt of such notice that LESSEE elects to lease the Additional Space. Tenant expressly waives all claims LESSEE's failure to timely respond in writing shall constitute a waiver of LESSEE's option to lease such space. In the event that LESSOR fails to execute a lease for inconveniencethe Additional Space with such prospective tenant within one hundred twenty (120) days of receipt of such notice by LESSEE, interruption and/or loss then LESSEE's option shall be reinstated with respect to the Additional Space. In the event that LESSEE elects to lease any Additional Space, LESSEE and LESSOR shall execute and deliver an amendment to the Lease increasing the number of Tenants' square feet constituting the Premises by the amount of the Additional Space, and otherwise subjecting the Additional Space to the same terms and conditions of the Lease as currently in effect, including but not limited to a provision providing that Rent for the Additional Space shall be the same rent per square foot as currently in effect under the Lease (as the same may be increased as provided in the Lease). Rent payment for any Additional Space shall begin upon the first to occur of (a) occupancy of such Additional Space by LESSEE for the purposes of conducting business or (b) 90 days after the exercise by LESSEE of the expansion option. In the event that LESSOR notifies LESSEE of its intention to lease the Additional Space within Building B as provided in this Section 18.18, and the third and fourth floors of the building located immediately in front of Building B (such building is hereinafter referred to as "Building A") is unleased, and the LESSEE elects not to take the Additional Space within Building B, then for the purposes hereof the Additional Space shall thereafter mean the third and fourth floors of Building A. Notwithstanding anything herein to the contrary, in the event that the space to be leased to a prospective tenant constitutes all of Building A and Building B, then in order to exercise the expansion option granted herein, LESSEE must elect to lease all of such space, or in the event that the space to be leased to any prospective tenant constitutes all of the Additional Space and any other damage due space within Building A or Building B, then in order or exercise the expansion option granted herein, LESSEE must elect to lease all of such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlordspace which such prospective tenant proposes to lease.

Expansion. Landlord and Tenant covenant and agree as follows: (1) Landlord reserves the right to make changes in and to alter the Building, automobile parking areas, and other Common Areas, and this right shall include the right to elevate or multipledeck or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-parking building ratio for any automobile parking areas. (2) With respect to any premises adjoining or adjacent to the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining or adjacent premises, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlord.

Expansion. Effective as of the Expansion Effective Date (as hereinafter defined), the Premises is increased from 11,357 rentable square feet on the 16th floor to 15,017 rentable square feet described as Suite No(s). 1616 and 1625 on the 16th floor by the addition of the Expansion Space. The lease term for the Expansion Space shall commence on the Expansion Effective Date and end on the Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted with respect to the Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the later to occur of (i) April 15, 1994 ("Target Expansion Effective Date"), or (ii) the date upon which Landlord's improvement work in the Expansion Space has been substantially completed; provided, however, that if Landlord and Tenant covenant and agree shall be delayed in substantially completing the Landlord's work in the Expansion Space as follows:a result of the occurrence of any of the following (a "Delay"): (1) Landlord reserves the right . Tenant's failure to make changes in and to alter the Building, automobile parking areas, and other Common Areas, and this right shall include the right to elevate or multipledeck furnish information or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents respond to same without any right to compensation. In no event shall request by Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areas. approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) With respect to Business Days of such request: or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay provided, however. Landlord agrees that the materials. finishes and installations set forth in the plans shall not cause a Delay: or 3. Changes in any premises adjoining plans and specifications; or 4. The performance or adjacent nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the Building which prior approval of Landlord); or 5. Any request by Tenant that Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, delay the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion completion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining Landlord's work; or 6. Any breach or adjacent premises, including without limitation, any rights default by Tenant in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate Tenant's obligations under this Lease Amendment or affect Tenants' obligation under the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any provision hereof and tenant agrees reason prior to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss substantial completion of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlord.'s work; or, except as required during construction; or 8. Any other delay, except as approved by Landlord, chargeable to Tenant, its agents, employees or independent contractors; or

Expansion. Landlord contemplates the possibility of an expansion (laterally and/or vertically) of the Shopping Center. If Landlord shall proceed as aforesaid (which Landlord shall be permitted to do), then Landlord may elect either of the following procedures: (a) To exclude all real estate taxes on the land and buildings of said expansion area as well as all common area maintenance charges with respect to said expansion from proratable charges in which Tenant covenant is required to participate, in which case the square footage of floor area of the buildings on the expansion area shall be excluded from the denominator in computing Tenant’s share of taxes and common area maintenance charges hereunder; or (b) To include all real estate taxes and common area maintenance charges on the expansion area in the charges to be prorated pursuant to the terms of this lease, in which case the square footage of floor area of buildings on the expansion area shall be included in said denominator to the extent provided in Sections 7.3 and 8.3 hereof. Landlord agrees to notify Tenant as to which of the foregoing procedures Landlord elects to follow, which notice shall be sent to Tenant within a reasonable time after said expansion has been completed. In either of the foregoing events if the said expansion area includes a Major Store as aforesaid, then and in that event the minimum rent payable under this lease shall be increased, from and after the date that said Major Store shall first open for business, by ten percent (10%); and the parties agree to execute a supplemental instrument memorializing said increase and the date of its commencement. As aforesaid, as followspart of such an expansion, Landlord may in the future add or, to the extent then existing, expand or otherwise modify, a second level above one or more of the one-story buildings at Warwick Mall. Landlord shall be permitted so to do subject, however, to the following provisions: (1) Landlord reserves If any such expansion involves the right to make changes addition above the demised premises and would in and to alter any manner affect the Buildingdemised premises, automobile parking areasall expenses involved in such physical aspects shall be borne by Landlord, and other Common Areas, and this right Tenant shall include the right not be put to elevate or multipledeck or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areasexpense by reason thereof. (2) With respect If entry into the demised premises is required in connection with construction work for any vertical or horizontal expansion, Landlord agrees that it will attempt to do such work within the demised premises at such times and in such manner so as to reduce to a feasible minimum the interference with Tenant’s use and occupancy of its premises. Landlord will also, in such case, attempt to box-in any working areas of the demised premises adjoining or adjacent to be utilized for said work with dust-proof partitions so as to enable Tenant to continue in business to the Building maximum extent possible. (3) If entry into the demised premises is required, Landlord agrees that, subject to the provisions of Section 16.3 hereof, Landlord shall be responsible for any damage to Tenant’s property which can be established by Tenant to have been caused directly by Landlord’s entry and work as aforesaid; but Landlord shall not be responsible for any consequential damages in any event. (4) There shall be a fair and equitable abatement of minimum rent and other charges for each business day during which Tenant’s use of its premises is interfered with, due regard being given to the extent to which Tenant is required to curtail, reduce, or close down its operations by reason thereof. Furthermore, if Landlord decides to expand, remodel or reconfigure Warwick Mall (but Landlord agrees not to invoke these relocation provisions solely in order to combine the demised premises with other non-Major Store premises for use by another mall store tenant) and Landlord determines that the same would require that the area in which the demised premises are located be changed in any manner, then and in that event, Landlord shall notify Tenant thereof and in such notice shall specify an effective date, if applicable in accordance with the following provisions, of a shift in location of the demised premises, which effective date shall not be sooner than ninety (90) days after the date of such notice. In such event, Landlord and Tenant shall attempt in good faith to agree upon a suitable new location (if any is available) for Tenant’s store (“New Premises”) in the original or expansion area of the mall building of the Shopping Center which New Premises are comparable in size and mall frontage to the original demised premises hereunder. If so available, Landlord shall designate such New Premises within the “footprint” of the area shown on Sheet 2 of Exhibit “A” hereto as the “Relocation Area”; and if Landlord so designates such New Premises within said Relocation Area footprint, then Tenant shall accept same and the demised premises shall be shifted into same subject to and in accordance with the following provisions of this section; if Landlord shall in good faith determine that it cannot offer any available such space to Tenant within the Relocation Area, then Landlord may now own or henceforth acquireoffer to Tenant such New Premises (if available) in another location but Tenant shall not be required to accept a relocation into such New Premises outside of the Relocation Area. If Landlord and Tenant agree on a new location in accordance with the foregoing, they shall enter into an amendment to this lease (“Amendment”) which shall set forth the shift in location of the demised premises into the New Premises as of the aforesaid effective date. In such event: (a) this lease shall be amended by deedthe Amendment to be for a term approximating in length the original term hereof (that is, easement contractexpiring seven (7) years after the effective date of the shift into the New Premises; (b) minimum rent under this lease shall be amended by the Amendment to be at the same per square foot rate as originally set forth in this lease for the period through the original expiration date of the term set forth in Section 1.1 (the “Original Expiration Date”) and minimum rent shall be increased by $3.33 per square foot per annum every two (2) years for the balance of the term after the Original Expiration Date; (c) Tenant will remodel the New Premises and otherwise prepare to and open for business in the New Premises (subject only to force majeure delays in so doing) by the aforesaid effective date of the shift, license or otherwise Landlord expressly reserves unto itself, its successors in accordance with the provisions of ARTICLES III and assigns, VI of this lease (all as if the right New Premises were the original demised premises and the effective date of the shift were the term commencement date); and (but d) Tenant shall vacate the original demised premises and deliver possession thereof to Landlord, its successors on or before the aforesaid effective date of the shift, in the condition required as at the end of the term hereof. In the event of such a shift in location and assigns execution of the Amendment as specified above, Landlord agrees that if (a) Tenant shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, includingnot then be in default under this lease (and, without limitation, shall have vacated the use thereof for expansion original demised premises leaving the same in the condition required as at the end of the Building; term, and shall have opened for business in the New Premises), and (b) Tenant shall have certified to Landlord the amount of “Tenant’s Leasehold Improvement Costs” (as defined below), and furnished Landlord with such certification and reasonable back-up (such as paid invoices and the like) as Landlord may request confirming the same not later than sixty (60) days after the original commencement date of the term of this Lease lease, then it shall be a condition of the effectiveness of such shift in location that Landlord pay to Tenant, within thirty (30) days after satisfaction of the foregoing conditions, an amount equal to the then unamortized portion of Tenant’s Leasehold Improvement Costs, amortized on a straight-line basis over the original term of this lease. In addition, Landlord shall thereupon reimburse Tenant an amount equal to Tenant’s reasonable costs paid by Tenant to third parties (as likewise confirmed to Landlord’s reasonable satisfaction) for physically moving from the original demised premises to the New Premises Tenant’s inventory and any other personal property to be sold from or used in its operations in the New Premises. In the event that Landlord makes any such election but no agreement is reached to shift the location of the demised premises or such Amendment is not signed within thirty (30) days after Tenant’s receipt of Landlord’s notice of its election, Landlord shall have the right to terminate this lease by giving Tenant notice of Landlord’s desire to do so prior to the execution of such Amendment. If Landlord shall give Tenant such termination notice, this lease shall terminate as of the termination date specified in such notice, which date shall not be construed sooner than sixty (60) days after the date of such notice. Such termination shall have the same force and effect as if the date so stipulated was the date originally established as the expiration date of the term hereof; provided, however, that within thirty (30) days after the effectiveness of such termination and the execution and delivery by Tenant to limit Landlord's rightsLandlord of a recordable instrument satisfactory to Landlord for the purpose of confirming such termination of this lease, or and the payment of all charges hereunder payable by Tenant and vacating by Tenant of the demised premises in accordance with all applicable provisions of this lease — Landlord shall pay to restrict Tenant an amount equal to the use then unamortized portion of said adjoining or adjacent premises or any part thereofTenant’s Leasehold Improvement Costs determined and certified to Landlord within sixty (60) days after the original term commencement date, and amortized, all as aforesaid. The foregoing provisions of this paragraph Section shall not be construed to give confer upon Tenant any rights in common areas within any so-called option, right of the adjoining or adjacent premises, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business refusal or other damage due right, or to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlordimpose upon Landlord any obligation except as expressly hereinabove set forth.

Expansion. Subject to the terms and conditions set forth in this Article, Landlord hereby grants to Tenant the right ("Tenant's Right") to be offered by Landlord during the period commencing on the date of this Lease and expiring upon the earlier of any termination of this Lease or the date six (6) months prior to the expiration of the Initial Term ("Tenant's Right Period") the opportunity to lease that approximate 6,844 rentable square foot sixth-floor space contiguous to the Premises, as more particularly depicted on the floor plan attached hereto as Exhibit "A", and herein referred to, as "Tenant's Right Space". If, at any time during Tenant's Right Period while Tenant's Right is in effect and so long as Tenant is not in default hereunder, Landlord and Tenant covenant and agree as follows: (1) Landlord reserves another person or entity execute a letter of intent with respect to the right to make changes in and to alter the Building, automobile parking areas, and other Common Areas, and this right shall include the right to elevate or multipledeck or to provide underground parking facilities. This may mean leasing of all or a any portion of Tenants view Tenant's Right Space (as it may be blockeddesignated by Landlord pursuant to the foregoing within a reasonable period of time after Landlord's receipt of such letter of intent, in which event such designation shall be deemed effective on the day prior to such receipt by Landlord), then Landlord shall furnish to Tenant a copy of such executed letter of intent and a written notice (collectively, such letter of intent and written notice are herein referred to as "Landlord's Notice of Availability") of the availability of the entire space described therein (the "Available Space"), which notice shall specify the Applicable Terms. As used in this Article, "Applicable Terms" means the terms and conditions set forth in such letter of intent, except that the term of Tenant's lease of such Available Space shall be the longer of the term set forth in such letter of intent or the remaining Term. If Landlord gives Landlord's Notice of Availability to Tenant, then Tenant shall give written notice to Landlord so that Landlord actually receives such written notice before 5:00 p.m., Atlanta, Georgia time, on the fifth (5th) business day after Tenant's receipt of Landlord's Notice of Availability ("Tenant's Notice Deadline") as to whether Tenant desires to offer to lease the entirety of the Available Space on the Applicable Terms. If Landlord receives prior to Tenant's Notice Deadline Tenant's written notice that Tenant does not desire to lease the entirety of the Available Space on the Applicable Terms, or if Landlord does notreceive prior to Tenant's Notice Deadline Tenant's written notice that Tenant desires to lease the entirety of the Available Space on the Applicable Terms, then, in either of such occursinstances, Landlord's obligations under this Article shall automatically terminate and be of no further force or effect with respect to such Available Space. If Landlord receives prior to Tenant's Notice Deadline Tenant's written notice that Tenant consents desires to same lease the entirety of the Available Space on the Applicable Terms, then Landlord shall cause to be given to Tenant a written amendment to this Lease for the leasing of the Available Space on the Applicable Terms. If Tenant does not within five (5) business days after Tenant's receipt of such written amendment execute and deliver such written amendment to Landlord, without any right modification thereto, so that Landlord actually receives such executed written amendment within such five-business-day period, then Landlord's obligations under this Article shall automatically terminate and be of no further force or effect with respect to compensationsuch Available Space. In no event shall Landlord be required Tenant's Right apply to maintain any specific parking-to-building ratio for any automobile parking areas. (2) With extension or renewal of the term of a lease with respect to any premises adjoining or adjacent to the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, all or any part thereof, for whatever use or purpose Landlord or Landlordportion of Tenant's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereofRight Space. The foregoing provisions purpose of this paragraph shall not Article is to provide notice to Tenant so that Tenant may be construed in a position to give Tenant any rights in common areas within any of offer to lease the adjoining or adjacent premises, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premisesapplicable space on a competitive basis with others. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlord.

Expansion. Landlord and Tenant covenant and agree Effective As of the Expansion Effective Date (as follows: hereinafter defined), the Premises, as defined in the Lease, is increased from 3,585 rentable square feet on level forty-two (142) Landlord reserves to 5,135 rentable square feet on level forty-two (42) by the right to make changes in and to alter addition of the Building, automobile parking areasExpansion Space, and from and after the Expansion Effective Date, the Original Premises and the Expansion Space, collectively, shall be deemed the Premises, as defined in the Lease. The Lease Term for the Expansion Space shall commence on the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other Common Areasfinancial concessions granted with respect to the Original Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the later to occur of (i) April 1, 1998 ("Target Expansion Effective Date"), and this right (ii) the date upon which Landlord's improvement work in the Expansion Space has been substantially completed; provided, however, that if Landlord shall include be delayed in substantially completing the right Landlord's work in the Expansion Space as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to elevate or multipledeck furnish information or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents respond to same without any right to compensation. In no event shall request by Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areas. approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) With respect to Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any premises adjoining plans and specifications; or 4. The performance or adjacent nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the Building which prior approval of Landlord); or 5. Any request by Tenant that Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, delay the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion completion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining Landlord's work; or 6. Any breach or adjacent premises, including without limitation, any rights default by Tenant in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of Tenant's obligations under this Amendment or the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord's work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractors; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord's work would have been substantially completed absent any such Delay(s). The Expansion, Space shall be deemed to be substantially completed on the date the Landlord reasonably determines that all construction and/or excavation required thereofLandlord's work has been performed (or would have been performed absent any Delays), other than any details of construction, mechanical adjustment or any other matter, the noncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space shall invalidate this Lease or affect Tenants' obligation under any provision hereof be Tenant's sole remedy and tenant agrees shall constitute full Settlement of all claims that Tenant might otherwise have against Landlord by reason of the Expansion Space not being ready for occupancy by Tenant on the Target Expansion Effective Date. B. In addition to ratify and approve the modified Building Planpostponement, if any, of the Expansion Effective Date as a result of the applicability of Paragraph I.A. of this Amendment, the Expansion Effective Date shall be delayed to the extent Landlord fails to deliver possession of the Expansion Space for any other reason (other than Delays by Tenant), including but not limited to, holding over by prior occupants. Any such delay in writingthe Expansion Effective Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. Tenant expressly waives all claims for inconvenienceIf the Expansion Effective Date is delayed, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the LandlordExtended Termination Date (as hereinafter defined) shall be similarly extended.

Expansion. Landlord and Tenant covenant and agree as followsNeither Obligor shall incur indebtedness for the purposes of financing, or permit the commencement of construction of, any Expansion unless: (1a) Landlord reserves Xxxxxxxx or another entity that has a public debt rating equal to at least "BBB-" from S&P and "Baa3" from Xxxxx'x provides a Completion Guaranty with respect to such Expansion; (b) until such Expansion has achieved Completion and the right holders of the indebtedness incurred to make changes in finance such Expansion have released the applicable Completion Guaranty, the recourse of such holders is limited to (i) the applicable Completion Guaranty, (ii) any LTFT Agreements and related Shipper Guarantees entered into with respect to alter such Expansion, (iii) any new fixed assets financed with the Building, automobile parking areasproceeds of such indebtedness, and other Common Areas(iv) a claim to any cash of the Partnership that would otherwise be available for Distributions permitted under this Indenture; provided, however, such holders shall agree not to take any action or exercise any remedies prior to Completion that will in any way adversely affect the ability of the Partnership to operate the existing Pipeline; and (c) the percentage of the costs of such Expansion that are financed with Indebtedness incurred by the Partnership does not exceed the Applicable Expansion Debt Level. For the purposes of this clause (c), "Applicable Expansion Debt Level" means the lesser of (x) 70%, (y) the difference between (A) the percentage of additional transportation capacity attributable to an Expansion that has been contracted by shippers meeting the requirements of the Partnership's FERC tariff and this right shall include (B) 20% and (z) a percentage that causes the right average annual Projected Debt Service Coverage Ratio from the date such Expansion reaches Completion until the Final Maturity Date of the Securities issued on the Closing Date (after taking into account the incurrence of the Indebtedness incurred in connection with such Expansion) to elevate be greater than or multipledeck equal to 1.55 to 1.0. For the purposes of clarity, if 95% of an Expansion's transportation capacity has been contracted to shippers meeting such requirements, the Applicable Expansion Debt Level for such Expansion will be 70% or such lower amount that allows the Partnership to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, satisfy the Projected Debt Service Coverage Ratio test set forth in clause (z); and if 75% of an Expansion's transportation capacity has been contracted to shippers meeting such occurs, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areas. (2) With respect to any premises adjoining or adjacent to the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assignsrequirements, the right Applicable Expansion Debt Level for such Expansion will be 55% or such lower amount that allows the Partnership to satisfy the Projected Debt Service Coverage Ratio test set forth in clause (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining or adjacent premises, including without limitation, any rights in the parking areas that might be provided in adjoining or adjacent premisesz). (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan, if any, in writing. Tenant expressly waives all claims for inconvenience, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlord.

Expansion. Paragraph 1 of Section 8.13A of Addendum No. 2 attached to the Lease is hereby deleted in its entirety and replaced with the following: (a) The plans and specifications (the “Plans and Specifications”) for the Additional Improvements are attached hereto and made a part hereof as Exhibit B. The Plans and Specifications detail certain work to be completed by Landlord (“Landlord’s Work”) and certain work to be completed by Tenant (“Tenant’s Work”). Promptly following the execution hereof, Landlord shall commence Landlord’s Work and diligently pursue the same to completion. Landlord’s Work shall be completed at the sole cost and expense of Landlord, except for any change orders requested by Tenant as provided below. Landlord shall request its contractor to take all reasonable precautions to avoid any material interference with Tenant’s operations at the Demised Premises. (b) Upon completion of the construction of Landlord’s Work, Landlord shall assign to Tenant any warranties or guarantees which Landlord received with respect to Landlord’s Work, and Tenant shall look solely to such warranties or guarantees if there are any defects in Landlord’s Work. Upon completion of Tenant’s Work, Tenant shall assign to Landlord all warranties or guarantees which Tenant received with respect to Tenant’s Work. The foregoing assignments shall be partial assignments and shall not preclude Landlord and Tenant covenant from continuing to enforce such warranties or guaranties in their own name with respect to Landlord’s Work and agree as follows:Tenant’s Work, respectively. (1c) Landlord reserves Tenant shall be solely responsible for the right cost and expense to make changes in and to alter the Building, automobile parking areascomplete Tenant’s Work, and other Common AreasTenant shall indemnify and hold Landlord harmless from any and all liabilities, and this right shall include the right to elevate liens, claims, damages or multipledeck obligations (including reasonable attorneys’ fees) which are incurred by or to provide underground parking facilities. This may mean all asserted against Landlord as a result of or a portion of Tenants view may be blocked, and if such occurs, Tenant consents to same without any right to compensationin connection with Tenant’s Work. In no event shall any delay in the completion of Tenant’s Work result in a delay in the Expansion Commencement Date, as defined below. Landlord be required to maintain shall indemnify and hold Tenant harmless from any specific parking-to-building ratio for any automobile parking areasand all liabilities, liens, claims, damages or obligations (including reasonable attorneys’ fees) which are incurred by or asserted against Tenant as a result of or in connection with Landlord’s Work. (2d) With respect The commencement date of this Lease for the Additional Improvements (the “Expansion Commencement Date”) shall be upon the substantial completion of Landlord’s Work. Upon substantial completion of Landlord’s Work, Landlord and Tenant shall jointly prepare a punch list of defective or uncompleted items and Landlord shall diligently pursue completion of the punch list. Landlord shall use all reasonable efforts to any premises adjoining or adjacent substantially complete Landlord’s Work by July 31, 1996; subject to force majeure and delays caused by Tenant; provided, however, that Tenant’s sole remedy for failure to substantially complete Landlord’s Work by July 31, 1996 shall be to extend the Expansion Commencement Date until Landlord’s Work is substantially complete. From and after the Expansion Commencement Date, Tenant shall be obligated to pay Basic Rent for the Additional Improvements in accordance with the schedule set forth below, all references in the Lease to the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors “Building” shall specifically include the Additional Improvements and assigns, the right (but Landlord, its successors Tenant’s use and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion occupancy of the Building; Additional Improvements shall be on the same terms and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining or adjacent premises, including without limitation, any rights conditions as provided for in the parking areas that might Lease. All references in the Lease to the “Improvements” following the Expansion Commencement Date shall be provided in adjoining or adjacent premisesdeemed to include the Additional Improvements. (3e) No such permitted changeIf Tenant desires any changes to Landlord’s Work (a “Change Order”), alterationTenant shall be solely responsible for any increased costs associated with the Change Order, addition together with a fee equal to or consolidation ten percent (10%) of the Building, including without limitationincreased cost (collectively, the performance of all construction and/or excavation required thereof, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve “Change Order Cost”) represented by the modified Building Plan, if any, in writingChange Order. Tenant expressly waives all claims shall pay Landlord the Change Order Cost within ten (10) days following written demand therefor and failure to do so shall constitute a monetary default under the Lease. If any Change Order causes a delay in the substantial completion of Landlord’s Work, the Expansion Commencement Date shall occur on the date that Landlord’s Work would have been substantially completed but for inconveniencethe Change Order in question. (f) The Basic Rent for the Additional Improvements shall be as follows: Expansion Commencement Date - July 31, interruption and/or loss 1996 $ 124,750.00 $ 10,395.83 August 1, 1996 - July 31, 1997 127,245.00 10,603.75 August 1, 1997 - July 31, 1998 135,977.50 11,331.46 August 1, 1998 - July 31, 1999 139,969.50 11,664.13 August 1, 1999 - July 31, 2000 139,969.50 11,664.13 August 1, 2000 - July 31, 2001 146,955.50 12,246.29 August 1, 2001 - July 31, 2002 151,446.50 12,620.54 August 1, 2002 - July 31, 2003 155,937.50 12,994.79 August 1, 2003 - July 31, 2004 159,929.50 13,327.46 August 1, 2004 - July 31, 2005 165,418.50 13,784.88 August 1, 2005 - July 31, 2006 170,408.50 14,200.71 August 1, 2006 - July 31, 2007 175,398.50 14,616.54 August 1, 2007 - July 31, 2008 180,638.00 15,053.17 August 1, 2008 - July 31, 2009 186,127.00 15,510.58 August 1, 2009 - July 31, 2010 191,865.50 15,988.79 (g) The Basic Rent for the Additional Improvements shall be the amount set forth in the above table, regardless of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by the actual gross negligence by leasable area of the LandlordAdditional Improvements.

Expansion. Landlord Effective as of the Expansion Effective Date (as hereinafter defined), the Premises is increased from 15,240 rentable square feet on the third (3rd) floor to 19,043 rentable square feet on the third (3rd) floor by the addition of the Expansion Space. The Lease term for the Expansion Space shall commence on the Expansion Effective Date and end on the Extended Termination Date (as hereinafter defined). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant covenant and agree as follows:shall not be entitled to receive any allowances, abatements or other financial concessions (which are non-remedial in nature, e.g., other than abatement due to condemnation, casualty, etc.) granted with respect to the Premises unless such concessions are expressly provided for herein with respect to the Expansion Space. A. The Expansion Effective Date shall be the earlier to occur of (1i) Landlord reserves the right to make changes in and to alter the BuildingDecember 27, automobile parking areas1996 ("Target Expansion Effective Date"), and other Common Areas(ii) the date upon which Landlord's improvement work in the Expansion Space (the "Landlord Work") has been substantially completed; provided, and this right however, that if Landlord shall include be delayed in substantially completing the right Landlord Work in the Expansion Space as a result of the occurrence of any of the following (a "Delay"): 1. Tenant's failure to elevate or multipledeck furnish information reasonably requested or to provide underground parking facilities. This may mean all or a portion of Tenants view may be blocked, and if such occurs, Tenant consents respond to same without any right to compensation. In no event shall reasonable request by Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areas. approval or information within any time period prescribed or, if no time period is prescribed, then within two (2) With respect to Business Days of such request; or 2. Tenant's insistence on materials, finishes or installations that have long lead times after having first been informed by Landlord that such materials, finishes or installations will cause a Delay; or 3. Changes in any premises adjoining plans and specifications mutually agreed by Landlord and Tenant; or 4. The performance or adjacent nonperformance by a person or entity employed by Tenant in the completion of any work (all such work and such persons or entities being subject to the Building which prior approval of Landlord); or 5. Any request by Tenant that Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, delay the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriate, including, without limitation, the use thereof for expansion completion of the Building; and this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any of the adjoining Landlord Expansion Work; or 6. Any breach or adjacent premises, including without limitation, any rights default by Tenant in the parking areas that might be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation of the Building, including without limitation, the performance of Tenant's obligations under the Lease; or 7. Any delay resulting from Tenant's having taken possession of the Expansion Space for any reason prior to substantial completion of the Landlord Expansion Work; or 8. Any other delay chargeable to Tenant, its agents, employees or independent contractor; or 9. Any other cause reasonably beyond Landlord's control; then, for purposes of determining the Expansion Effective Date, the date of substantial completion shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Delay(s); provided, however, the Expansion Effective Date shall in no event be later than December 27, 1996. Notwithstanding anything herein to the contrary, the Expansion Effective Date will be deferred beyond December 27, 1996 to the extent substantial completion occurs thereafter due to Landlord fault or delay or contractor fault or delay in completing Landlord Work beyond the date submitted in contractor s bid for construction. The Expansion Space shall be deemed to be substantially completed on the date that Landlord's architect reasonably determines that all construction and/or excavation required thereofLandlord Expansion Work has been performed (or would have been performed absent any Delays), shall invalidate this Lease other than any details of construction, mechanical adjustment or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve other matter, the modified Building Plannoncompletion of which does not materially interfere with Tenant's use of the Expansion Space. The adjustment of the Expansion Effective Date, if any, in writing. Tenant expressly waives and, accordingly, the postponement of Tenant's obligation to pay Rent on the Expansion Space, shall be Tenant's sole remedy and shall constitute full settlement of all claims that Tenant might otherwise have against Landlord by reason of the Expansion Space not being ready for inconvenienceoccupancy by Tenant on the Target Expansion Effective Date. B. As of the date of execution of this Second Amendment, interruption and/or the Expansion Space is occupied by Railcar, Ltd., an affiliate of Tenant. Landlord is negotiating with Railcar, Ltd. to relocate it to other space in the Building. The parties hereto agree that if Landlord fails to deliver the Expansion Space on or before the Target Expansion Effective Date as a result of continued occupancy of the Expansion Space by Railcar, Ltd., such delay shall not delay the Expansion Effective Date nor shall it subject Landlord to any liability for any loss of Tenants' business or other damage due resulting therefrom; provided however, Tenant shall have no obligation to such permitted changepay rental on the Expansion Space so long as Railcar, alteration, addition or consolidation, unless caused by gross negligence by the LandlordLtd. is paying rental thereon.

Expansion. Provided that no Event of Default then exists, Landlord agrees that upon receipt of an Expansion Request (defined below) from Tenant, Landlord will use best efforts to provide Tenant with expansion space within the Building and/or Complex (“Expansion Space”), i.e., Landlord will promptly provide Tenant with a written list of “available space” for lease within the Building and Tenant covenant and agree as follows: elsewhere in the Complex that meets the criteria set forth in the Expansion Request. As used herein, an “Expansion Request” means a written request from Tenant, that includes at least the following information: (1a) Landlord reserves the right to make changes in and to alter requested size of the Building, automobile parking areasExpansion Space, and other Common Areas(b) the date on which Tenant needs the Expansion Space. As used herein, and this right shall include the right “available space” means space which is (i) not then subject to elevate or multipledeck or to provide underground parking facilities. This may mean all or a portion rights of Tenants view may be blocked, and if such occurs, Tenant consents to same without any right to compensation. In no event shall Landlord be required to maintain any specific parking-to-building ratio for any automobile parking areas. (2) With respect to any premises adjoining or adjacent to the Building which Landlord may now own or henceforth acquire, by deed, easement contract, license or otherwise Landlord expressly reserves unto itself, its successors and assigns, the right (but Landlord, its successors and assigns shall have no obligation) to develop, dedicate, finance, improve, lease, manage, operate and/or convey the adjoining or adjacent premises, or any part thereof, for whatever use or purpose Landlord or Landlord's successors or assigns shall deem appropriatethird parties, including, without limitation, rights of first notice, expansion rights, extension rights and/or options to lease, and (ii) not then the use thereof subject of active negotiations for lease. Any expansion and/or relocation of the BuildingPremises resulting from an Expansion Request will be subject to the parties’ negotiation and execution of a lease amendment on terms mutually acceptable to both Landlord and Tenant; and provided, however, that upon any such relocation (as opposed to an expansion) of the Premises, Tenant shall be released from all further obligations (except those obligations that expressly survive the expiration or earlier termination of this Lease) with regard to the original Premises. Landlord shall not be required to respond to more than one Expansion Request within any 6-month period. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall not be construed to limit Landlord's rights, or to restrict the use of said adjoining or adjacent premises or any part thereof. The foregoing provisions of this paragraph shall not be construed to give Tenant any rights in common areas within any dated as of the adjoining or adjacent premisesdate first above written. If the execution date is left blank, including without limitation, any rights in the parking areas that might this Lease shall be provided in adjoining or adjacent premises. (3) No such permitted change, alteration, addition to or consolidation deemed executed as of the Buildingdate first written above. LANDLORD: XXXXXX RTP, including without limitationLLC, the performance of all construction and/or excavation required thereofa Delaware limited liability company By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Agent Execution Date: April 18, shall invalidate this Lease or affect Tenants' obligation under any provision hereof and tenant agrees to ratify and approve the modified Building Plan2018 TENANT: XXXXXXXX LABS, if anyINC., in writing. Tenant expressly waives all claims for inconveniencea Delaware corporation By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: President & CEO Execution Date: April 17, interruption and/or loss of Tenants' business or other damage due to such permitted change, alteration, addition or consolidation, unless caused by gross negligence by the Landlord.2018