Common use of Option Rights Clause in Contracts

Option Rights. Landlord hereby grants Tenant three (3) options to extend the Lease Term for the entire Premises, or any Identified Portion (as defined below), for a period of five (5) years each (each, an “Option Term”), subject to the provisions set forth below in this Article 2.2. Unless otherwise agreed to in writing by Landlord and Tenant, an “Identified Portion” is defined as the Premises, less any or all of the following space, if any, designated by Tenant in the applicable Option Exercise Notice (as defined below) as space to be eliminated from the Premises (the “Eliminated Space”): (1) Suite 1014; (2) Suite 1717; (3) all space leased by Tenant on any particular floor(s) in the Building (for example, all space leased by Tenant on the 8th floor and/or all space leased by Tenant on the 10th floor could be eliminated by Tenant hereunder); and/or (4) any First Offer Space added pursuant to Article 21 below. Notwithstanding the foregoing, (a) Tenant shall not be permitted to extend the Lease Term hereunder for less than 90,000 rentable square feet of the Premises, (b) the Eliminated Space shall not be less than the entire rentable area of Suite 1014 if Tenant designates such Suite as Eliminated Space, (c) the Eliminated Space shall not be less than the entire rentable area of Suite 1717 if Tenant designates such Suite as Eliminated Space, (d) the Eliminated Space shall not be less than the entire rentable area of any particular space added as First Offer Space if Tenant designates First Offer Space as Eliminated Space (for example, if a particular First Offer Space originally added to the Premises pursuant to Article 21 below consists of one-half (1/2) of a floor in the Building, Tenant may elect to eliminate such entire half-floor space, but not any lesser portion thereof). Tenant’s options shall be exercisable only by written notice delivered by Tenant to Landlord as provided below and shall be subject to and in accordance with the terms and conditions set forth below in this Article 2.2. Upon the exercise by Tenant pursuant hereto of an option to extend, the Lease Term for the entire Premises, or Identified Portion, as applicable, shall be extended for the applicable period of five (5) years. The Lease Term for any Eliminated Space that is excluded from an Identified Portion that is the subject of a renewal hereunder by Tenant shall expire on the date immediately preceding the commencement of the applicable Option Term, and on or prior to such date, Tenant shall surrender and deliver to Landlord exclusive possession of Eliminated Space to Landlord in the condition required under Articles 8.2 and 14 of this Lease, failing which Tenant shall be deemed to be in holdover of such applicable Eliminated Space pursuant to Article 15 below.

Option Rights. Landlord hereby grants the Original Tenant three or an assignee permitted or approved pursuant to the terms of Article 14 of this Lease (3an “Approved Assignee”), as the case may be, two (2) options to extend the Lease Term for the entire Premises, or any Identified Portion (as defined below), for a period of five (5) years each (each, an “Option Term”), subject to the provisions set forth below in this Article 2.2. Unless otherwise agreed to in writing by Landlord and Tenant, an “Identified Portion” is defined as the Premises, less any or all of the following space, if any, designated by Tenant in the applicable Option Exercise Notice (as defined below) as space to be eliminated from the Premises (the “Eliminated Space”): (1) Suite 1014; (2) Suite 1717; (3) all space leased by Tenant on any particular floor(s) in the Building (for example, all space leased by Tenant on the 8th floor and/or all space leased by Tenant on the 10th floor could be eliminated by Tenant hereunder); and/or (4) any First Offer Space added pursuant to Article 21 below. Notwithstanding the foregoing, (a) Tenant shall not be permitted to extend the Lease Term hereunder for less than 90,000 rentable square feet of the Premises, (b) the Eliminated Space shall not be less than the entire rentable area of Suite 1014 if Tenant designates such Suite as Eliminated Space, (c) the Eliminated Space shall not be less than the entire rentable area of Suite 1717 if Tenant designates such Suite as Eliminated Space, (d) the Eliminated Space shall not be less than the entire rentable area of any particular space added as First Offer Space if Tenant designates First Offer Space as Eliminated Space (for example, if a particular First Offer Space originally added to the Premises pursuant to Article 21 below consists of one-half (1/2) of a floor in the Building, Tenant may elect to eliminate such entire half-floor space, but not any lesser portion thereof). Tenant’s which options shall be exercisable only by written notice delivered by Tenant to Landlord as provided below below, provided that, as of the date of delivery of such notice, Tenant is not in monetary or material non-monetary Default under this Lease, and shall be subject to and in accordance with provided further that the terms and conditions set forth below in this Article 2.2Original Tenant or an Approved Assignee, as the case may be, physically occupies at least eighty-five percent (85%) of the rentable square footage of the Premises. Upon the proper exercise by Tenant pursuant hereto of an such option to extend, the Lease Term for the entire Premises, or Identified Portion, as applicable, shall be extended for the applicable a period of five (5) years. The Lease Term for any Eliminated Space that is excluded from an Identified years with respect to, at Tenant’s election (subject to the terms of this Section 2.2), the entire Premises or a “Permitted Portion that is the subject of a renewal hereunder by Tenant shall expire on the date immediately preceding the commencement of the applicable Option TermPremises,” as that term is defined, and on or prior to such date, Tenant shall surrender and deliver to Landlord exclusive possession of Eliminated Space to Landlord in the condition required under Articles 8.2 and 14 below. For purposes of this Lease, failing a “Permitted Portion of the Premises” shall mean all (and not less than all) of the space leased by Tenant on one or more floors of the Premises; provided, however, that notwithstanding the foregoing, a Permitted Portion of the Premises must commence at the highest floor or the lowest floor above the ground floor on which space leased by Tenant is located and proceed sequentially up or down, as applicable (i.e., Tenant may not elect to “skip” a floor or partial floor on which Tenant leases space and then lease space on a subsequent full or partial floor); provided, however, that Tenant may include or exclude both of (and only both of) the Ground Floor Premises and the Basement Premises in the Permitted Portion of the Premises, at Tenant’s option (i.e., Tenant may not include one of the Ground Floor Premises and the Basement Premises and exclude the other). Tenant shall have no right to lease any space during the second Option Term which is not leased by Tenant during the first Option Term. In the event that the Permitted Portion of the Premises, as leased by Tenant during any Option Term, consists of less than three (3) full floors, then the terms of Section 1.3 of this Lease shall be deemed to be in holdover void and of such applicable Eliminated Space pursuant to Article 15 belowno further force or effect.

Option Rights. Landlord hereby grants the Tenant three named in this Lease (3the “Original Tenant”) two (2) options (“Options”) to extend the Lease Term for the entire “Extension Premises, or any Identified Portion ” (as that term is defined below), ) for a period periods of five (5) years each (each, an “Option Term”), subject to the provisions set forth below in this Article 2.2. Unless otherwise agreed to in writing by Landlord and Tenant, an “Identified Portion” is defined as the Premises, less any or all of the following space, if any, designated by Tenant in the applicable Option Exercise Notice (as defined below) as space to be eliminated from the Premises (the “Eliminated Space”): (1) Suite 1014; (2) Suite 1717; (3) all space leased by Tenant on any particular floor(s) in the Building (for example, all space leased by Tenant on the 8th floor and/or all space leased by Tenant on the 10th floor could be eliminated by Tenant hereunder); and/or (4) any First Offer Space added pursuant to Article 21 below. Notwithstanding the foregoing, (a) Tenant shall not be permitted to extend the Lease Term hereunder for less than 90,000 rentable square feet of the Premises, (b) the Eliminated Space shall not be less than the entire rentable area of Suite 1014 if Tenant designates such Suite as Eliminated Space, (c) the Eliminated Space shall not be less than the entire rentable area of Suite 1717 if Tenant designates such Suite as Eliminated Space, (d) the Eliminated Space shall not be less than the entire rentable area of any particular space added as First Offer Space if Tenant designates First Offer Space as Eliminated Space (for example, if a particular First Offer Space originally added to the Premises pursuant to Article 21 below consists of one-half (1/2) of a floor in the Building, Tenant may elect to eliminate such entire half-floor space, but not any lesser portion thereof). Tenant’s options which Options shall be exercisable only by written notice delivered by Tenant to Landlord as provided below and shall be subject to and in accordance with the terms and conditions set forth below below. The rights contained in this Article 2.2. Upon the exercise by Tenant pursuant hereto of an option to extend, the Lease Term for the entire Premises, or Identified Portion, as applicable, 31 shall be personal to the Original Tenant and may only be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease other than an Affiliated Assignee) if the Original Tenant, in conjunction with any Affiliate(s), occupies at least [***] percent ([***]%) of the Premises as of the date of Tenant’s Acceptance (as defined in Section 31(c) below). Tenant shall not be entitled to exercise the second (2nd) Option unless the Term has previously been extended for the first (1st) Option Term. Tenant shall have the unilateral right to irrevocably release, at any time prior to delivery of Tenant’s Acceptance for an applicable period Option, either or both Options upon delivery of five (5) yearswritten notice of such release to Landlord. The Lease Term for term “Extension Premises” shall mean, at Tenant’s election, either (i) all of the Premises then leased by Tenant, or (ii) all of the 26642 Building plus any Eliminated Space that is excluded from an Identified Portion that is or all of the subject of a renewal hereunder space then leased by Tenant shall expire in the 26672 Building, provided that (A) Tenant must elect to include all or none of the space on the date immediately preceding the commencement second (2nd) floor of the applicable Option Term26672 Building in the Extension Premises, (B) except as provided in subsection (C) below, Tenant may elect to include space on the first (1st) and/or third (3rd) floor of the 26672 Building in the Extension Premises only on a suite-by-suite basis (based upon suites that were existing at the time such space was delivered to Tenant or, in the case of Suites 100 and 150 of the 26672 Building only, were demised as part of the Improvements) and may not include only a portion of any such suite(s) in the Extension Premises, and (C) if Tenant then leases all of the first (1st) or third (3rd) floor of the 26672 Building and Tenant removes the common area corridor on or prior to such datefloor, then notwithstanding subsection (B), Tenant shall surrender and deliver to Landlord exclusive possession must include all or none of Eliminated Space to Landlord such floor in the condition required under Articles 8.2 and 14 of this Lease, failing which Extension Premises.. Tenant shall be deemed to be designate the Extension Premises in holdover of such applicable Eliminated Space pursuant to Article 15 Tenant’s Interest Notice under Section 31 below.

Option Rights. Landlord hereby grants the Tenant three named in this Lease (3the “Original Tenant”) two (2) options (“Options”) to extend the Lease Term for the entire “Extension Premises, or any Identified Portion ” (as that term is defined below), ) for a period periods of five (5) years each (each, an “Option Term”), subject to the provisions set forth below in this Article 2.2. Unless otherwise agreed to in writing by Landlord and Tenant, an “Identified Portion” is defined as the Premises, less any or all of the following space, if any, designated by Tenant in the applicable Option Exercise Notice (as defined below) as space to be eliminated from the Premises (the “Eliminated Space”): (1) Suite 1014; (2) Suite 1717; (3) all space leased by Tenant on any particular floor(s) in the Building (for example, all space leased by Tenant on the 8th floor and/or all space leased by Tenant on the 10th floor could be eliminated by Tenant hereunder); and/or (4) any First Offer Space added pursuant to Article 21 below. Notwithstanding the foregoing, (a) Tenant shall not be permitted to extend the Lease Term hereunder for less than 90,000 rentable square feet of the Premises, (b) the Eliminated Space shall not be less than the entire rentable area of Suite 1014 if Tenant designates such Suite as Eliminated Space, (c) the Eliminated Space shall not be less than the entire rentable area of Suite 1717 if Tenant designates such Suite as Eliminated Space, (d) the Eliminated Space shall not be less than the entire rentable area of any particular space added as First Offer Space if Tenant designates First Offer Space as Eliminated Space (for example, if a particular First Offer Space originally added to the Premises pursuant to Article 21 below consists of one-half (1/2) of a floor in the Building, Tenant may elect to eliminate such entire half-floor space, but not any lesser portion thereof). Tenant’s options which Options shall be exercisable only by written notice delivered by Tenant to Landlord as provided below and shall be subject to and in accordance with the terms and conditions set forth below below. The rights contained in this Article 2.2. Upon the exercise by Tenant pursuant hereto of an option to extend, the Lease Term for the entire Premises, or Identified Portion, as applicable, 31 shall be personal to the Original Tenant and may only be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease other than an Affiliated Assignee) if the Original Tenant, in conjunction with any Affiliate(s), occupies at least seventy-five percent (75%) of the Premises as of the date of Tenant’s Acceptance (as defined in Section 31(c) below). Tenant shall not be entitled to exercise the second (2nd) Option unless the Term has previously been extended for the first (1st) Option Term. Tenant shall have the unilateral right to irrevocably release, at any time prior to delivery of Tenant’s Acceptance for an applicable period Option, either or both Options upon delivery of five (5) yearswritten notice of such release to Landlord. The Lease Term for term “Extension Premises” shall mean, at Tenant’s election, either (i) all of the Premises then leased by Tenant, or (ii) all of the 26642 Building plus any Eliminated Space that is excluded from an Identified Portion that is or all of the subject of a renewal hereunder space then leased by Tenant shall expire in the 26672 Building, provided that (A) Tenant must elect to include all or none of the space on the date immediately preceding the commencement second (2nd) floor of the applicable Option Term26672 Building in the Extension Premises, (B) except as provided in subsection (C) below, Tenant may elect to include space on the first (1st) and/or third (3rd) floor of the 26672 Building in the Extension Premises only on a suite-by-suite basis (based upon suites that were existing at the time such space was delivered to Tenant, or, in the case of Suites 100 and 150 of the 26672 Building only, were demised as part of the Improvements) and may not include only a portion of any such suite(s) in the Extension Premises, and (C) if Tenant then leases all of the first (1st) or third (3rd) floor of the 26672 Building and Tenant removes the common area corridor on or prior to such datefloor, then notwithstanding subsection (B), Tenant shall surrender and deliver to Landlord exclusive possession must include all or none of Eliminated Space to Landlord such floor in the condition required under Articles 8.2 and 14 of this Lease, failing which Extension Premises. Tenant shall be deemed to be designate the Extension Premises in holdover of such applicable Eliminated Space pursuant to Article 15 Tenant’s Interest Notice under Section 31 below.