Common use of Option to Terminate Clause in Contracts

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. If during the Term either the Premises or any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty, the Landlord shall have the option (which it may exercise by giving written notice thereof to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall restore the Premises as soon thereafter as is reasonably possible to their condition on the date of completion of Landlord’s Work, taking into account any delay experienced by the Landlord in recovering the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until the Premises are so repaired, the Base Rent (and each installment thereof) and the Additional Rent shall xxxxx in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty percent (50%), of the Premises rendering the Premises untenantable, any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty, or the repairs are estimated by the Landlord to require more than six (6) months from the date of the casualty to complete, the Tenant shall have the right option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage or destruction occurs) to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord receives all Base Rent, Additional Rent and other sums and charges payab1e by the Notice to Terminate or as of the Early Termination Date, Tenant hereunder and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” accrued through such date (as hereinafter defined) plus (ii) an amount equal justly apportioned to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy date of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsuch termination).

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 that certain day which is the last calendar day of the forty-second (42nd) complete calendar month following the Expansion Date (the “Early Termination Date”) upon not less than nine (9) months prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), ; provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, hereof “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second First Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Except as set forth below, Tenant shall have the right option to terminate the this Lease with an effective date of termination (“Termination Right”) effective as of September 30,2014 (the “"Early Termination Date”") upon prior any time after August 31, 2003. Tenant may exercise such option by giving Landlord written notice to Landlord ("Termination Notice") at any time on or before January 15after May 1, 2014 2003. Such notice shall specify the (the “Notice to Terminate”), provided (Ai) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, which date shall be less than 120 days of delivery of the Termination Notice (the "Option Period") and (Bii) the amount of additional space desired by Tenant. If Landlord is able to locate suitable expansion space for Tenant adjacent to the Leased Premises or in other space in the project and Landlord and Tenant mutually agree in writing on the lease terms and conditions for such expansion space within the Option Period, then the Termination Notice shall not be effective to Terminate terminate this Lease. If the expansion space is accompanied not located on the same floor as and contiguous to the Leased Premises, then any alternative space proposed by a termination payment equal to Landlord must be: (i) a single, contiguous block of space on a single floor in the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus Project and (ii) an large enough to accommodate the Expanded Premises and the amount equal to of additional space desired by Tenant. If no such written agreement is executed within the Base Rent that would have been due and payable for the five (5) full calendar months following Option Period, then this Lease shall terminate on the Early Termination Date. Tenant agrees to pay Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements an amount equal to determine amount owed if Tenant exercises this Option to Terminate$10,315.68 (Termination Fee). The parties agree that Termination Notice shall be valid only if Tenant fails to exercise accompanied by a cashier's check in the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise amount of the Termination RightFee. If this Lease is not terminated, then the Termination Fee shall be refunded to Tenant upon the parties written agreement regarding expansion space. If all of the foregoing conditions are timely satisfied by Tenant, and if Tenant pays all rent (including Base Rent and any additional Rent), Tenant's Pro Rata Share of Excess Operating Costs, and any other charges or costs owing under this Lease through such Early Termination Date, this Lease shall terminate on the Early Termination Date shall be deemed the Expiration Date of as if such date were the Lease and Tenant Expiration Date, this Lease shall surrender the Leased Premises Terminate on or before the Early Termination Date as if such date were the Lease Expiration Date, in accordance with . The foregoing option and rights are subject to there having been no uncured and continuing Event of Default on the terms part of the Tenant under the Lease. For , are personal to the purposes hereoforiginal Tenant executing the Lease, “Lease Costs” may not be assigned, and shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseavailable to, and exercisable by, Tenant only when the original Tenant is in actual possession and physical occupancy of the Leased Premises. Should Tenant fail to perform any of its required obligations under this section (ii) including, without limitation, paying the following amountsTermination Fee at the same time as the Termination Notice), paid or provided in connection with then this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, Option to Terminate shall terminate and tenant allowances or other Tenant inducementbe null and void.

Option to Terminate. Provided that Tenant is not then in default under this Lease, Tenant shall have the right an ongoing option to terminate the this Lease (the “Termination RightOption”). The effective date of this termination shall be the date that is specified in the Termination Notice (defined below) effective as of September 30,2014 (the “Early Termination Date”). Tenant shall exercise the Termination Option by (i) upon delivering to Landlord no less than ninety (90) days’ prior written notice (the “Termination Notice”) of such election to terminate this Lease and (ii) paying to Landlord the Termination Payment (as hereinafter defined) concurrently with the Termination Notice. If Tenant properly delivers the Termination Notice and makes the Termination Payment in a timely manner, then this Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided Early Termination Date in Section 2.M. above, (B) Tenant is not in default under accordance with the terms of this Lease. If Tenant fails to make the Termination Payment in a timely manner, then the Termination Option shall, at Landlord’s option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no exercise thereof shall be effective, if a default shall exist under this Lease either as of the date Landlord receives on which the Termination Notice to Terminate is given or as of the Early Termination DateDate provided, and (B) however, notwithstanding anything in this Lease to the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of contrary. Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy acceptance of the Lease Costs incurred along with the amortization schedule upon completion Termination Payment shall constitute Landlord’s approval of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely Tenant’s exercise of the Termination RightOption for all purposes. Upon Tenant’s delivering the Termination Notice, any and all rights of Tenant to extend the Early Termination Date Term or to lease additional space in the Building, whether pursuant to a right of first offer, a right of first refusal, an expansion option, or otherwise, shall immediately be deemed void and of no further force or effect. All obligations of either party to the Expiration Date of the other which accrue under this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the LeaseDate shall survive such termination. For the purposes hereof, As used herein. “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant grants Landlord the option to terminate this Lease upon at least twelve (12) months prior written notice to Tenant (the "Early Termination Notice") setting forth the date (the "Early Termination Date") on which the term of the Lease shall end. The Early Termination Date shall not be earlier than September 30, 2009 or later than December 31, 2010. Tenant shall have the right to terminate extend the Lease Early Termination Date up to five (“5) months in order to allow the completion of the academic semester during which the Early Termination Right”) effective as date occurs by giving Landlord written notice of September 30,2014 (extension of the “Early Termination Date which specifies the extended Early Termination Date”) upon prior written , such notice to Landlord on or before January 15, 2014 be given no later than thirty (the “Notice 30) days after Tenant's receipt of Landlord's Early Termination Notice. The extended Early Termination Date may be up to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under weeks after the terms last day of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the applicable academic semester but in no event more than five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, after the Early Termination Date specified in Landlord's notice. Landlord's Early Termination Notice shall be deemed certify that the Expiration Date tenant or other occupant of the Lease and High School of Environmental Studies located at 444 West 56th Street does not intend to extend its lease for an xxxxxxxxxx xxxx xxxxnd September 30, 2009. Provided that Tenant shall surrender vacates the Leased Premises demised premises on or before the Early Termination DateElate (as the same may be extended under this Article) and surrenders possession thereof to Landlord on or before the Early Termination Date (as the same may be extended under this Article), in accordance with Landlord shall pay Tenant, within thirty (30) days after Tenant's timely surrender, the terms sum of $100,000 (the "Timely Surrender Payment") TIME BEING OF THE ESSENCE OF TENANT'S PERFORMANCE UNDER THIS ARTICLE. Tenant acknowledges and agrees that Tenant shall not be entitled to the payment of the Lease. For Timely Surrender Payment if Tenant remains in occupancy of the purposes hereof, “Lease Costs” shall demised premises or otherwise fails to surrender possession of the demised premises to Landlord on or before the Early Termination Date (as the same may be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with extended under this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementArticle).

Option to Terminate. Tenant shall have the one-time right to terminate the Lease and surrender possession of the Premises at the end of the thirty-sixth (“Termination Right”36th) effective as of September 30,2014 month following the Rent Commencement Date (the “Early Termination Date”) upon prior by providing written notice to Landlord of its intent to terminate (the “Termination Notice”) on or before nine (9) months prior to the Termination Date (the “Option Date”), together with a payment in the amount of $106,037.50 representing one-half (1/2) of the $212,075.00 termination fee (the “Termination Fee”) accompanying the Termination Notice. The second installment of the Termination Fee in the amount of $106,037.50 shall be due and payable on the Termination Date. The Termination Fee equals the sum of (a) a penalty in the amount of $21,000.00, (b) unamortized leasing commissions paid by Landlord in the amount of $48,312.00, and (c) the unamortized cost of the Landlord Improvements in the amount of $142,763.00 (based upon the estimated cost of that portion of the Landlord Improvements that are specific to Tenant’s use). At such time as the actual cost of the Landlord Improvements is determined, the Termination Fee shall be re-calculated by Landlord and notice of same shall be furnished to Tenant. Effective on the Termination Date, Tenant shall surrender the Premises in the condition required hereunder and the rights, liabilities and obligations of the parties hereunder shall cease and terminate, except that: (a) each party shall remain liable for all outstanding amounts due under the Lease and other obligations owing under the Lease that have accrued on or prior to the Termination Date, and (b) all obligations of the parties under the Lease, including Tenant’s environmental indemnification of Landlord, accruing on or prior to the date that Tenant vacates the Premises or arising out of Tenant’s occupancy of the Premises, shall remain in full force and effect. In the event the Termination Notice and the first installment of the Termination Fee are not delivered to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of Option Date or the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise second half installment of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises Fee is not delivered to Landlord on or before the Early Termination Date, the option to terminate contained within this Paragraph 27 shall be null and void and of no further force or effect and the Lease shall continue in accordance with the terms of the Leaseits terms. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement28.

Option to Terminate. Provided that Tenant shall have is the right to terminate the original tenant under this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant and is not in default under this Lease and there has not occurred an event which, with notice and/or lapse of time, would constitute a default hereunder both at the terms time of the Lease either exercise and as of the date Landlord receives the Notice "Early Termination Date" (as defined herein), Tenant shall have a one-time option to Terminate or terminate this Lease as of the expiration of the forty-first (41st) month of the First Additional Term only (the "Early Termination Date") by giving written notice of its election to do so to Landlord six (6) months prior to the Early Termination Date, and (B) the Notice which notice, to Terminate is be effective, shall be accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount "Termination Payment" equal to the Base Rent that would have been due sum of the then-unamortized amount of all of Landlord's out-of-pocket costs incurred in connection with the negotiation and payable execution of this Lease and the performance of Landlord's Work, including attorneys' fees and costs (which fees and costs shall not exceed $1,500) and brokers' commissions ("Landlord's Costs"), with interest thereon at the rate of ten percent (10%) per annum from and after December 1, 1997, plus the amount of $18,983.58 (i.e., one (1) month's worth of Monthly Rental for the five thirty (530) full calendar months following day period after the Early Termination Date). Landlord shall provide In the event that Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements is either not entitled to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant or fails to exercise the Termination Right foregoing option strictly in accordance with this Sectionthe time and manner specified herein, then said Termination Right such option shall automatically lapse and shall not thereafter be exercisable by Tenant. Within sixty (60) days after Tenant's request therefor, which shall be made, if at all, within one year after commencement of the First Additional Term, Landlord shall advise Tenant of the total amount of Landlord's Costs so incurred, and the burden shall be on Tenant to ascertain such amount within sufficient time to timely and properly exercise the option set forth herein. Tenant shall have no further right the right, by written notice to terminate the Lease. Upon timely exercise Landlord given within thirty (30) days after receipt of the Termination Right, the Early Termination Date shall be deemed the Expiration Date Landlord's statement of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, Landlord's Costs in accordance with the terms of the Lease. For the purposes hereofforegoing, “Lease Costs” shall be the (i) cost of improvements to request additional information from Landlord as to the Expansion Premises constructed at Landlord’s expenseamount thereof, and Landlord shall provide to Tenant within thirty (ii30) days after Tenant's request therefor, reasonable back-up documentation as to the following amounts, paid or amount of Landlord's Costs. Tenant's failure to request such additional information when and in the manner provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.the preceding sentence shall render Landlord's statement of Landlord's Costs binding on Tenant,

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 option (the “Early Termination Option”) to cancel this Lease at the end of the thirty-sixth (36th) month (the “Termination Date”); provided that (a) upon prior the Tenant shall not be in default under the Lease, beyond any applicable notice and cure period, at the time of giving of the Termination Notice, or on the Termination Date; (b) the Tenant shall not have assigned or sublet any portion of the Premises; (c) the Tenant shall give written notice to Landlord on or before January 15, 2014 at least six (6) months prior to the Termination Date (the “Notice to TerminateTermination Notice”), provided and (Ad) Tenant has not exercised its Right of First Offer for any simultaneous with Tenant’s delivery of the three (3) Offered Spaces Termination Notice Tenant shall deliver to Landlord, in certified funds, the Termination Fee as provided in Section 2.M. above, (B) Tenant is not in default under hereinafter defined. The Termination Fee shall be the terms aggregate value of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to following: (i) the unamortized balance value of Landlord’s “Lease Costs” (as hereinafter defined) the Tenant Improvement costs, plus (iib) an amount the unamortized value of real estate brokerage/leasing commissions incurred by Landlord with respect to this Lease, plus (c) a sum equal to two (2) month’s Rent (Base Rent, Additional Rent and sales tax) based upon the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Datethen current rental rate. Landlord shall provide Tenant a copy The unamortized value of the Lease Costs incurred along with Tenant Improvement costs and real estate brokerage/leasing commissions shall be calculated by dividing the amortization schedule upon completion amount of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise costs and commissions by the Termination Right strictly total number of months in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease Term and multiplying by the number of months remaining in the Lease Term, after the last month in which Tenant shall surrender occupies the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementpays Rent.

Option to Terminate. Tenant shall have the right option to terminate this Lease upon the terms and conditions set forth in this Section 2.03. If properly invoked by Tenant, this Lease (“Termination Right”) effective shall terminate as of September 30,2014 the last day of the seventh (7th) Lease Year (the “Early Termination Date”). To properly invoke such early termination right, Tenant must: (i) upon prior deliver Landlord written notice of Tenant’s irrevocable election to Landlord on or before January 15, 2014 so terminate (the “Notice to TerminateEarly Termination Notice”), provided which Early Termination Notice must be delivered to Landlord not less than twelve (A12) Tenant has not exercised its Right months prior to the Early Termination Date; (ii) pay to Landlord an early termination fee in the amount of First Offer for any Three Hundred Eight Thousand Thirty-Two and 00/100 Dollars ($308,032.00) (the “Early Termination Penalty”), which Early Termination Fee (1) shall be paid to Landlord in full at the time of Tenant’s delivery of the three Early Termination Notice; (2) is non-refundable to Tenant; and (3) Offered Spaces as provided shall be in Section 2.M. aboveaddition to, (B) Tenant is and not in default lieu of, all other rent and other payments due Landlord from Tenant under this Lease through and including the terms Early Termination Date. If properly invoked by Tenant in accordance with the foregoing provisions of the this Section 2.03, then this Lease either as of the date Landlord receives the Notice to Terminate or shall terminate as of the Early Termination Date, Tenant shall fully vacate the Premises on or before such date and (B) leave the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance Premises in broom clean condition, free and clear of Landlordall of Tenant’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal furniture, furnishings and equipment, and each party shall be released of any further liability to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy other hereunder as of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date other than accrued but unsatisfied obligations as of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsuch date.

Option to Terminate. Tenant Sublessee shall have the option to terminate -------------------- this Sublease, subject to the following provisions: Sublessee shall exercise the option to terminate this Sublease, if at all, by written notice to Sublessor given not later than October 31, 1998. If Sublessee exercises the option to terminate, then the Sublease shall terminate effective on July 31, 1999; provided that if, and only if, Sublessee has exercised its termination option, -------- Sublessor shall have the right, upon not less than three months prior written notice to Sublessee, to terminate the Sublease effective as of the end of any month after January 31, 1999 and prior to July 31, 1999. In the event that Sublessee exercises its option to terminate the Sublease, Sublessee shall pay to Sublessor an early termination penalty equal to one month's Base Rent (in the amount in effect as of the date of termination) which penalty shall be due and payable on the date three months prior to the effective date of the termination. In addition, Sublessee will reimburse Sublessor for fifty percent (50%) of any reasonable brokerage commissions (not in excess of standard commissions for office buildings in Palo Alto) incurred by Sublessor in re- subleasing the Sublet Premises and one hundred percent (100%) of reasonable out-of-pocket expenses incurred by Sublessor for marketing and brochures in connection with such subsequent re-subletting and 100% of reasonable attorneys' fees in connection with such subsequent re-subletting, not to exceed $5,000. Sublessee shall have the right to terminate conduct a search for and attempt to locate a subsequent subtenant provided that such subsequent subtenant shall be subject to the Lease (“Termination Right”) effective reasonable approval of Sublessor, which consent shall not be unreasonably withheld. Sublessor may, in its sole discretion, direct the retention or retain the services of Xxxx Xxxx of Xxxxxxxx Xxxx as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer listing broker for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsubsequent sublease.

Option to Terminate. Tenant shall have the right to terminate this Lease at any time after the Lease fifth (“Termination Right”5th) anniversary of the Commencement Date. Such termination shall be effective as no earlier than six (6) months after Tenant's delivery of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord. Said termination right shall only be exercised if Tenant provides documentation reasonably satisfactory to Landlord on or before January 15, 2014 evidencing the sale of fifty percent (the “Notice to Terminate”), provided (A50%) Tenant has not exercised its Right of First Offer for any of the stock of EMPI, Inc. to a single purchaser, Tenant's participation in a merger, or the sale of all or substantially all of Tenant's assets. Tenant will have the right to continue to occupy the Premises pursuant to the terms of this Lease after the written notice of termination until the earlier of (i) the date Tenant elects to vacate the Premises or (ii) the date Landlord requests possession of the Premises from Tenant based on Landlord's written notification. Said notification from Landlord will provide Tenant with a minimum of three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms months from date of said notification until complete vacation of the Lease either as of the date Landlord receives the Notice Premises by Tenant. If Tenant elects to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this exercise its Option to Terminate. The parties agree that if , Tenant fails will be required to exercise the Termination Right strictly in accordance with pay a $500,000 termination penalty to Landlord as follows: $250,000 of this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise termination penalty will be due upon receipt of the termination notice by Landlord and the balance will be paid upon termination of Tenant's occupancy. Said termination penalty will be reduced by the difference between $500,000 and Landlord's actual out-of-pocket costs for re-leasing the Premises, which costs shall include all "lost rental income", as defined below, all lost operating expense reimbursements (including taxes and insurance), all reasonable brokerage commissions and all reasonable tenant improvements required of Landlord to re-let the Premises ("Termination RightFee Credit"), the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements which difference is referred to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementherein as "Tenant's Refund." "

Option to Terminate. Subject to the terms of this Section XII, Tenant shall will have the right a one-time option to terminate and cancel the Amended Lease (the “Termination RightOption”) ), effective as of September 30,2014 November 30, 2022 (the “Early Termination Date”) upon prior written notice ), by delivering to Landlord Landlord, on or before January 15November 30, 2014 2021, written notice of Tenant’s exercise of its Termination Option (the “Notice Termination Notice”). As a condition to Terminatethe effectiveness of Tenant’s exercise of its Termination Option, and in addition to Tenant’s obligation to satisfy all obligations arising under the Amended Lease through to the Termination Date, Tenant must timely pay to Landlord cash (or its equivalent) in the total amount of Nine Hundred Forty-Four Thousand Three Hundred Twelve and 83/100 Dollars ($944,312.83) (the “Termination Consideration”), provided which amount comprises the following items: (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (iia) an amount equal to the Base Rent that would have been due and payable unamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the rate of 7% per annum) cost of Landlord’s Work, the amount of the Space Planning Allowance utilized for Space Planning, the amount of the Allowance utilized for the five (5) full calendar months following Tenant Improvements, and the Early Termination Date. Landlord shall provide Tenant a copy amount of the Lease Costs incurred along Remodeling Allowance utilized for Remodeling; plus (b) the unamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the amortization schedule upon completion rate of 7% per annum) brokerage commission paid or payable by Landlord with respect to this Amendment; plus (c) an amount equal to the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminateunamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the rate of 7% per annum) Abated Amount. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise One-half (1/2) of the Termination RightConsideration shall be paid by Tenant to Landlord concurrently with Tenant’s delivery to Landlord of its Termination Notice and the remaining one-half (1/2) of the Termination Consideration shall be paid by Tenant to Landlord on or before that date which is seven (7) days prior to the Termination Date, Tenant agrees that the Termination Consideration is not in the nature of a penalty and represents the value of unamortized economic concessions granted to Tenant under this Lease, as well as consideration for the uncertainty in the amount of time Landlord will require in order to re lease the Existing Premises. If Tenant properly and timely exercises the Termination Option and properly and timely delivers the Termination Consideration to Landlord and satisfies ail obligations under the Amended Lease, including, without limitation, the Early Termination Date shall be deemed the Expiration Date provisions regarding surrender of the Lease and Tenant shall surrender the Leased Premises Existing Premises, all of which must be accomplished on or before the Early Termination Date, in accordance with then the terms Amended Lease will terminate as of midnight, Arizona Time, on the LeaseTermination Date. For Notwithstanding the purposes hereofforegoing, “Lease Costs” if Tenant elects to lease any space pursuant to Section XI above or otherwise adds any additional space to the Existing Premises following the date of this Amendment, the Termination Option shall be the (i) cost deemed void and of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid no further force or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementeffect.

Option to Terminate. Provided Tenant is not then in default under the terms of this Lease, Tenant shall have the right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 the end of the forty-eighth (48th) month of the “Early Termination Date”Lease Term. If Tenant does not terminate the Lease as of the end of the 48th month of the Lease Term, Tenant shall also have the right to terminate this Lease effective as of the end of the sixtieth 60th) upon month of the Lease Term. Tenant must provide Landlord at least one hundred eighty (180) days prior written notice (i.e., 180 days prior to the end of the 48th month of the Lease Term or 180 days prior to the end of the 60th month of the Lease Term, as applicable) of its election to exercise this option to terminate. If Tenant fails to provide Landlord with such written notice on or before January 15such applicable one hundred eighty (180) day period, 2014 (the “Notice Tenant's option to Terminate”), provided (A) Tenant has not exercised its Right of First Offer terminate for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, such particular time period shall become null and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse void and Tenant shall have no further right options to terminate for such period. If Tenant fails to terminate the Lease as of the end of the 48th or 60th month of the Lease Term, Tenant shall have no further options to terminate this Lease. In connection with said termination and as liquidated damages to compensate Landlord for the damage it will incur in connection with an early termination, if Tenant terminates this Lease as of the end of the 48th month of the Lease Term, Tenant shall pay a fee to Landlord equal to six (6) months Monthly Rent, Operating Expenses and Taxes at the rates being paid by Tenant as of the 48th month of the Lease Term, and if Tenant terminates this Lease as of the end of the 60th month of the Lease Term, Tenant shall pay a fee to Landlord equal to three (3) months Monthly Rent, Operating Expenses and Taxes at the rates being paid by Tenant as of the 60th month of the Lease Term. In addition to the foregoing applicable payment, Tenant shall also pay all unamortized tenant improvement costs and leasing commissions amortized over eighty-four (84) months at a per annum rate of ten percent (10%) per annum. The parties acknowledge that it would be difficult to calculate Landlord's damages in the event of an early termination and that the above sum is a reasonable estimate of such damages. Tenant shall pay such sum at the time of its giving the foregoing notice or such notice shall be null and void and Tenant's option to terminate shall thereupon be null and void. In addition, the parties shall execute a termination agreement in connection with such early termination. Landlord shall be entitled to show the Premises to prospective tenants or purchasers as of the date it receives Tenant's notice of its election to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the right to may terminate the Lease (“Termination Right”) effective as of September 30,2014 the last day of the 36th month after the Suite 250 Commencement Date (the “Early Termination Date”), subject to and in accordance with the provisions of this Section 8. To exercise such early termination right, Tenant must (a) upon prior deliver written notice to Landlord on or before January 15, 2014 (the “Notice that Tenant desires to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any terminate this Lease as of the three Early Termination Date at least six, but not more than nine, months prior to the Early Termination Date; and (3b) Offered Spaces pay Landlord a payment equal to the sum of (i) Landlord's then-unamortized costs (as provided in Section 2.M. abovedescribed below) with respect to the New Premises, plus (Bii) $218,022.00, contemporaneously with the delivery of such notice. Tenant is not entitled to early termination if it is in default under the of any terms of the Lease beyond any applicable cure period under the Lease, either when Tenant delivers the exercise notice to Landlord or upon the Early Termination Date. As used in this Section 8, Landlord's “then-unamortized costs” means the unamortized balance Landlord's costs for the New Premises TI Work (and Landlord will advise Tenant of the initial amount of such costs within 60 days after the Suite 250 Commencement Date), the real estate commissions that Landlord pays in connection with this Seventh Amendment, and the free or abated rent granted hereunder by Landlord with respect to the New Premises or any portion thereof. The calculation of Landlord's then-unamortized costs will made by (1) taking the total of all of the foregoing three categories of costs as of the date Landlord receives Suite 250 Commencement Date, (2) fully amortizing such amount at 8% per annum from the Notice Suite 250 Commencement Date through the New Premises Expiration Date to Terminate or establish a monthly payment therefor, and (3) calculating the remaining principal balance of such amortized amount as of the Early Termination Date, and (B) the Notice . Such remaining principal balance is deemed to Terminate is accompanied by a termination payment equal to (i) the be Landlord's “then unamortized balance of Landlord’s “Lease Costscosts” (as hereinafter defined) plus (ii) an amount equal with respect to the Base Rent that would have been due and payable New Premises for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy purposes of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementSection 8.

Option to Terminate. Subject to Section 29.2 following, Tenant shall have, and is hereby given, the option to terminate this Lease effective as of the last day of the third (3rd) Lease Year, the fifth (5th) Lease Year or the seventh (7th) Lease Year (as chosen by Tenant) (the “Termination Date”), provided there exists no Event of Default on the date Tenant notifies Landlord of its intent to exercise this option and Tenant has not assigned the Lease in a transaction requiring Landlord’s consent. Tenant may exercise this option to terminate only by serving upon Landlord written notice of such election (the “Termination Notice”), with a copy of such Termination Notice to all Lessors and/or Mortgagees, provided that Landlord has designated such Lessors and Mortgagees in writing by notice from Landlord to Tenant, no later than twelve (12) months preceding the Termination Date, nor earlier than fifteen (15) months preceding the Termination Date (the “Required Termination Election Date”). Tenant shall, as a condition to such election, pay to Landlord a termination fee in the amount of (1) the Unamortized Transaction Costs Amount (as hereinafter defined), plus (2) the product of four (4) multiplied by the Fixed Rent monthly installment, Tax Estimate monthly installment and Expense Estimate monthly installment which would be due and owing for the calendar month immediately following the Termination Date if the Lease had not been terminated (collectively, the “Termination Fee”). Upon written request made no earlier than six (6) months prior to the Required Termination Election Date, Landlord shall advise Tenant of the dollar amount of component (1) of the Termination Fee. The Termination Fee shall be due and owing along with the Termination Notice, and shall be a condition to the effectiveness thereof. The portion of component (2) attributable to Tax Estimate and Expense Estimate shall be based upon an estimate provided by Landlord upon Tenant’s request and shall be subject to a true up as soon as reasonably possible following the Termination Date. The “Unamortized Transaction Costs Amount” shall mean Landlord’s unamortized upfront (including those incurred with respect to the Option Space) transaction costs (amortized at 10% over the Term), which costs include leasing commissions, improvement allowances, free rent (or similar concessions, which for purposes hereof, shall be deemed to include the rent for the Additional Premises which would have been paid had the right rent for the Additional Premises commenced on the Rent Commencement Date as opposed to the first day of the fourth (4th) Lease Year) and actual, reasonable, out-of-pocket attorneys fees. In the event Tenant elects to terminate the Lease (“Termination Right”) effective as pursuant to this Section 29.1, Tenant shall, in addition, remain fully obligated for all Rent and other charges, including Tenant’s prorated share of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided increases in Section 2.M. above, (B) Tenant is not in default Operating Expenses and Taxes incurred under the terms of Lease through the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal including amounts billed subsequent to the Base Rent that would have been due Termination Date and payable for properly allocable to the five (5) full calendar months following period prior to the Early Termination Date. In the event Tenant properly exercises this option, Landlord shall provide Tenant prepare and the parties shall execute a copy Termination of Lease Agreement within fifteen (15) days following the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if date on which Tenant exercises this Option its option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementterminate.

Option to Terminate. Tenant shall have If the right to terminate Demised Premises are substantially damaged or destroyed in whole or in part by fire or other casualty at any time during the last two (2) years of either the original Lease Term or either Option Term (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior if validly exercised by Tenant), then Landlord may, at Landlord's option exercised by written notice to Landlord on or before January 15Tenant within ninety (90) days after the date of such casualty, 2014 (elect to terminate this Lease, in which event Tenant shall pay to Landlord, as and when the “Notice same becomes due and payable, all Rent and other charges payable under this Lease which would otherwise have been payable up to Terminate”)the effective date of such termination. Upon the service of such notice, provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the this Lease either shall cease and terminate as of the date Landlord receives specified for such termination in such notice with the Notice to Terminate or same force and effect as if such date were the date originally fixed for the expiration of the Early Termination DateLease Term. As to any items of Additional Rent or other charges payable under this Lease which are not then capable of ascertainment, Tenant covenants and (B) the Notice agrees to Terminate is accompanied by a termination payment pay to Landlord an amount equal to (i) such Additional Rent or other charges payable under this Lease as and when the unamortized balance 386804.5 same becomes determined, or in case any such item shall relate to Liens, Taxes or Charges, Tenant shall pay to Landlord an amount or amounts thereof as and when the same become due and payable. The covenants and agreements with respect to the adjustment and payment of Landlord’s “these items of Rent and other Taxes, Liens and/or Charges payable under this Lease Costs” (as hereinafter defined) plus (ii) shall survive the expiration of the Lease Term. If this Lease is terminated pursuant to the provisions of this Section 21.4, none of the insurance proceeds payable in respect of such damage or destruction shall be payable to Tenant in of an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy unamortized cost of the Lease Costs incurred along with the amortization schedule upon completion Tenant Improvements. Any proceeds in excess of the Expansion Premises Improvements such amount shall be paid to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Sectionor retained by, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightas, the Early Termination Date shall be deemed the Expiration Date property of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the one-time right to terminate the this Lease (the “Early Termination Right”) effective as of September 30,2014 the date which is two (2) years prior to the scheduled Expiration Date of this Lease in accordance with the provisions of this Article 37 (the “Early Termination Date”) upon prior ). Tenant shall have the right, by written notice to Landlord on or before January 15, 2014 (the “Notice to TerminateEarly Termination Notice”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of to cause the Lease either Term to expire as of the date Early Termination Date; provided, however, that such Early Termination Notice, to be effective, (i) must be delivered at least twelve (12) months (but not more than eighteen (18) months) prior to the scheduled Expiration Date and (ii) must be accompanied by a payment to Landlord receives equal to Nine Hundred Eighty-Two Thousand Eight Hundred Fifty and No/100 Dollars ($982,850.00) (the “Early Termination Payment”). If (i) Tenant fails to timely deliver to Landlord the Early Termination Notice as provided above or (ii) Tenant fails to Terminate deliver to Landlord, concurrently with its Early Termination Notice, the Early Termination Payment required above, then Tenant’s Early Termination Right as established herein shall be null and void and of no further force or as effect. Notwithstanding anything to the contrary set forth herein, the parties agree that (i) notwithstanding such Early Termination Right, any and all obligations of Tenant occurring prior to the Early Termination Date shall survive such the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord Payment referenced in this Article 37 shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly not restrict or limit in accordance with this Sectionany manner whatsoever Landlord’s rights and remedies hereunder, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on at law or before the Early Termination Datein equity, in accordance with the terms event of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost an Event of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementDefault by Tenant.

Option to Terminate. Tenant Notwithstanding the provisions of Section 2(a) to the contrary, Sublandlord and Subtenant shall each have the right option to terminate this Sublease (the Lease “Option to Terminate”) at any time during the Term of this Sublease upon at least one hundred and eighty (180) days prior written notice (“Termination RightNotice”) effective from Sublandlord to Subtenant or from Subtenant to Sublandlord, but no such Termination Notice may be sent by either party prior to the end of the thirtieth (30th) month anniversary of the Sublease Commencement Date. Confidential Treatment Requested by Oportun Financial Corporation Pursuant to 17 C.F.R. Section 200.83 In the event Sublandlord shall exercise the Option to Terminate pursuant to the provisions set forth herein, the Term of this Sublease shall expire and come to an end as of September 30,2014 the date set forth in Sublandlord’s notice but not earlier than the third (3rd) anniversary of the Sublease Commencement Date (hereinafter referred to as the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (as if that day was the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer date definitely fixed in this Sublease for any the termination of the three (3) Offered Spaces as provided in Section 2.M. aboveTerm hereof, (B) Tenant is not in default under but Subtenant shall continue to be liable for the terms of the Lease either as of the date Landlord receives the Notice payments accruing up to Terminate or as of and including the Early Termination Date, and including, but not limited to, any additional rent allocable to the period through such Early Termination Date even though such additional rent may be determined at a later date. Sublandlord shall pay Subtenant an amount equal to $201.21 multiplied by the number of days that elapse from the third (B3rd) anniversary of the Notice Sublease Commencement Date to the Early Termination Date on the Early Termination Date if Sublandlord sent the Termination Notice. In the event Subtenant shall exercise the Option to Terminate is accompanied by pursuant to the provisions set forth herein, the Term of this Sublease shall expire and come to an end as of the date set forth in Subtenant’s notice but not earlier than the third (3rd) anniversary of the Sublease Commencement Date (also referred to as the “Early Termination Date”) as if that day was the date definitely fixed in this Sublease for the termination of the Term hereof, but Subtenant shall continue to be liable for the payments accruing up to and including the Early Termination Date, including, but not limited to, any additional rent allocable to the period through such Early Termination Date even though such additional rent may be determined at a termination payment equal to (i) later date and Subtenant shall pay Sublandlord on the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Early Termination Date an amount equal to the Base Rent that would unamortized (amortized over four (4) years) amount of the attorney fees and commissions paid by Sublandlord. At the expiration or earlier termination of this Sublease, Sublandlord shall have been due and payable the right on ninety (90) days notice to Subtenant to purchase the Furniture listed on Exhibit C for one dollar ($1.00) in consideration of Sublandlord entering into this Sublease, or Sublandlord in its sole discretion may elect on ninety (90) days notice to Subtenant to require the Subtenant to remove the Furniture within five (5) full calendar months business days following the Early Termination Date. Landlord shall provide Tenant a copy expiration or earlier termination of the Lease Costs incurred along with the amortization schedule upon completion this Sublease or, if later, ninety (90) days following receipt of the Expansion Premises Improvements notice from Sublandlord to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementSubtenant requiring such removal.

Option to Terminate. Tenant Sublessee shall have the option to terminate ------------------- this Sublease, subject to the following provisions: Sublessee shall exercise the option to terminate this Sublease, if at all, by written notice to Sublessor given not later than October 31, 1998. If Sublessee exercises the option to terminate, then the Sublease shall terminate effective on July 31, 1999; provided that if, and only if, Sublessee has exercised its termination -------- option, Sublessor shall have the right, upon not less than three months prior written notice to Sublessee, to terminate the Sublease effective as of the end of any month after January 31, 1999 and prior to July 31, 1999. In the event that Sublessee exercises its option to terminate the Sublease, Sublessee shall pay to Sublessor an early termination penalty equal to one month's Base Rent (in the amount in effect as of the date of termination) which penalty shall be due and payable on the date three months prior to the effective date of the termination. In addition, Sublessee will reimburse Sublessor for fifty percent (50%) of any reasonable brokerage commissions (not in excess of standard commissions for office buildings in Palo Alto) incurred by Sublessor in re- subleasing the Sublet Premises and one hundred percent (100%) of reasonable out-of-pocket expenses incurred by Sublessor for marketing and brochures in connection with such subsequent re-subletting and 100% of reasonable attorneys' fees in connection with such subsequent re-subletting, not to exceed $5,000. Sublessee shall have the right to terminate conduct a search for and attempt to locate a subsequent subtenant provided that such subsequent subtenant shall be subject to the Lease (“Termination Right”) effective reasonable approval of Sublessor, which consent shall not be unreasonably withheld. Sublessor may, in its sole discretion, direct the retention or retain the services of Xxxx Xxxx of Xxxxxxxx Xxxx as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer listing broker for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsubsequent sublease.

Option to Terminate. Tenant shall have the a one time right to terminate the Lease on *1 (“Termination Right”) effective as of September 30,2014 (the “"Early Termination Date”) upon "). In order to exercise such option, Tenant shall give Landlord prior written notice ("Termination Notice") on *2 of its election to terminate this Lease. The Termination Notice shall be valid only if accompanied by a cashier's check in an amount equal to $*3 ("Termination Fee"). If all of the foregoing conditions are timely satisfied by Tenant, this Lease shall terminate on the Early Termination Date as if such date were the Lease Expiration Date. The foregoing option and rights are subject to there existing no Event of Default of which Tenant has been notified and no prior Event of Default which Tenant failed to cure within any applicable cure period, are personal to the original Tenant executing the Lease, may not be assigned; provided, however, such right to terminate may also be exercised by any parent, affiliate or subsidiary of Tenant, or any entity acquiring Tenant, to which this Lease may have been assigned. Time is of the essence in the exercise of Tenant's Option to Terminate. Should Tenant fail to exercise such option and deliver notice thereof to Landlord, or fail to perform any of its required obligations under this section within the time periods set forth above (including, without limitation, paying the Termination Fee at the same time as the Termination Notice), then this Option to Expand shall terminate and be null and void. Within ten (10) days of Tenant's receipt of an invoice for same, Tenant shall promptly pay to Landlord on or before January 15, 2014 the unamortized amount (the “Notice to Terminate”), provided (Afactored with a ten percent annual interest rate) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided Allowance utilized by Tenant in Section 2.M. above, (B) Tenant is not in default under the terms construction of the Lease either as Leasehold Improvements and any brokerage fees and commissions paid by Landlord in conjunction with this Lease. *1 the last day of the date Landlord receives the Notice seventh (7th) lease year *2 no less than nine (9) months prior to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the a one-time right to terminate the Lease (“Termination Right”) effective as of September 30,2014 the last day of the ninety-fourth (94th) month of the Relocation Term (the “Early "Termination Date”) "). Tenant shall exercise such right to terminate upon prior delivery of a written notice thereof to Landlord on or before January 15, 2014 (the “Notice "Termination Notice") given not less than twelve (12) months prior to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any the Termination Date. In connection with the exercise of the option to terminate provided herein, Tenant shall pay to Landlord a "Termination Fee" which is defined as that amount equal to (a) the unamortized portion of that amount expended by Landlord or given by Landlord as a concession or benefit to Tenant in connection with (i) the Construction Costs, including the Improvement Allowance, described in Exhibit B, the Workletter, (ii) the commissions paid by Landlord to the Brokers, (iii) the amount of abated Rent pursuant to Section 5 hereof, and (iv) the amount of Basic Rent and Additional Rent that would otherwise have been payable with respect to the Existing Premises during the period from the Give Back Date through March 31, 2017, but for the termination of Tenant's obligation to pay such Rent as provided in Section 3, such amortization to be made evenly over the last one hundred twenty (120) months of the Relocation Term (such amortization to be at an annual rate of interest of eight percent (8%)) and (b) three (3) Offered Spaces as provided months of Basic Rent and Additional Rent equal to such Rent payable for the month in Section 2.M. abovewhich such Termination Date occurs. Prior to the Execution Date, (B) Landlord has delivered to Tenant is not in default under the terms a calculation of the Lease either Termination Fee dated March U, 2016 which includes certain adjustments to be made to the Additional Rent portion of the abated Rent described in item (iii) of the foregoing sentence and also to the Rent with respect to the Existing Premises described in item (iv) of the foregoing sentence, which adjustments need to be made based upon amounts to be determined as of September 30, 2018 (the "Calculation"). The Calculation has been accepted and approved by Tenant. The adjusted amounts described in the Calculation shall be determined by Landlord and provided to Tenant within a reasonable period after said amounts are determined. Tenant shall pay fifty percent (50%) of the Termination Fee to Landlord as of the date of the Termination Notice and such payment shall accompany such Notice. Subsequent to Tenant's payment of the fifty percent (50%) of the Termination Fee, the remaining fifty percent (50%) portion of the Termination Fee shall be payable to Landlord receives no later than thirty (30) days prior to the Notice Termination Date. In the event that the Termination Fee is not paid at the times stated herein, the option to Terminate or terminate shall be null and void and of no further force and effect. Tenant may only exercise the option to terminate described herein if at the time Tenant notifies Landlord of the exercise of the option to terminate and as of the Early Termination DateDate an Event of Default has not occurred and is continuing under the Lease. Except as otherwise expressly provided herein, and (B) the Termination Notice may not be modified or withdrawn by Tenant after delivery thereof to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal . In addition to the Base payment of the Termination Fee as provided herein, Tenant shall continue to be obligated to pay all Monthly Basic Rent that would have been due and payable for Additional Rent arising under the five (5) full calendar months following Lease through and including the Early Termination Date. Landlord shall provide Upon an exercise by Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements right to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly terminate in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightprovisions hereof, the Early Termination Date shall be deemed to be the Relocation Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination DateLease. Notwithstanding any other provision hereof, in accordance with the terms event that, during the Relocation Term, the rentable square feet of the Lease. For Premises (being the purposes hereofRelocation Premises) is increased as a result of Tenant's exercise of the right of first offer set forth in Section 11 or of the expansion right set forth in Section 12 or otherwise, “Lease Costs” then the Termination Fee set forth herein shall be the appropriately increased by Landlord to address any concessions, abatements, construction costs, tenant improvement allowances, brokers' commissions and other relevant costs incurred by Landlord or benefits provided to Tenant with respect to any such expansion consistent with item (i) cost of improvements to the Expansion Premises constructed at Landlord’s expensea)(i), and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement(iii) and item (b) above.

Option to Terminate. Tenant shall have the one-time right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Option”) upon receipt of the 14th Floor TCO (the “TCO Date”), such termination to become effective on the final day of the month that is ninety (90) days after the Termination Notice Date (as defined below) (the “Termination Date”), provided that (i) upon prior Landlord receives written notice of Tenant’s election to terminate this Lease (the “Termination Notice”) on or before thirty (30) days after the TCO Date (time being of the essence) (the “Termination Notice Date”), (ii) no Default shall exist under this Lease or the 14th Floor Agreements, or would exist but for the pendency of any cure period provided for in Section 20 herein, Section 20 of the 14th Floor Lease, or Section 7 of the 14th Floor Project Management Agreement, as applicable, as of the Termination Notice Date or as of the TCO Date, and (iii) Tenant shall pay to Landlord, with the Termination Notice, a termination fee (the “Termination Fee”) in an amount equal to the sum of all unamortized brokerage commissions, and unamortized Base Rent Abatement incurred by Landlord in connection with this Lease. Failure by Tenant to timely pay the Termination Fee shall render any exercise of the Termination Option void and of no further effect. In the event that Tenant has not fulfilled any of the conditions to the exercise by Tenant of the Termination Option or to the Termination Option being valid and effective, Tenant’s right to terminate this Lease, and any purported exercise of the Termination Option, shall lapse and shall be void and of no further force and effect. In such event, any sums which Tenant has paid to Landlord on account of the Termination Fee shall be applied by Landlord to the Base Rent and Additional Rents which thereafter shall become due under this Lease, less any costs incurred by Landlord in connection with Tenant’s attempt to exercise the Termination Option. In addition to the Termination Fee, Tenant shall be obligated to pay all Rent due to and through the Termination Date and shall surrender the Premises to Landlord on or before January 15, 2014 the Termination Date in the manner and in the condition as herein provided. Tenant shall permit Landlord or Landlord’s Related Parties (the “Notice to Terminate”as hereinafter defined), provided (A) Tenant has at any time upon reasonable notice, to enter the Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants after the Termination Notice Date. The Termination Fee shall not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default be deemed to be Rent payable under the terms of the Lease either as of the date Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance in consideration of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal agreement to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of terminate the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminateas herein provided. The parties agree that if Tenant fails to exercise the Termination Right strictly Upon termination in accordance with this SectionSection 2(d), then said Termination Right shall automatically lapse and Tenant neither party shall have no further right any obligations to terminate the other under this Lease except for those obligations that survive expiration or earlier termination of this Lease as expressly set forth in this Lease. Upon timely exercise Notwithstanding a termination of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with this Section 2(d), the terms of the Lease. For the purposes hereof, “Lease Costs” 14th Floor Agreements shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, remain unmodified and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, full force and tenant allowances or other Tenant inducementeffect.

Option to Terminate. Tenant shall have Subject to the right to terminate the Lease (“Termination Right”) effective as provisions of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any Section 26 of the three (3) Offered Spaces as Lease, and provided in Section 2.M. above, (B) that Tenant is not in default under beyond any applicable notice and cure periods at the terms time of Tenant’s exercise of the Lease either as of the date Landlord receives the Notice to Terminate Option or as of the Early Termination Date (as defined hereinafter), Tenant shall have the one-time option to terminate this Lease effective at any time after the last day of the twenty-ninth (29th) full calendar month of the Term and prior to the last day of the forty-second (42nd) full calendar month of the initial Term (the “Termination Date”). Tenant shall provide to Landlord on a date which is prior to the Termination Date by at least two hundred seventy (270) days (the “Notice Date”), a written notice of the exercise of the Option to terminate the Lease, time being of the essence. Such notice shall be given in accordance with Section 40 of the Lease, as modified by Section 26.6. If notification of the exercise of the Option is not so given and (B) received, the Option granted hereunder shall automatically expire. As a condition to the effectiveness of this Option, Tenant shall pay to Landlord on the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Date an amount equal to the Base Rent that would have been due and payable for the five (5A) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost all unamortized out-of-pocket brokerage fees and tenant improvement costs (amortized on a straight line basis over the initial Term including an interest rate of improvements to the Expansion Premises constructed at Landlord’s expenseeight percent (8%) per annum), and (ii) the following amountsLandlord’s unamortized legal costs (not to exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00)), paid or provided incurred by Landlord in connection with this Second Amendment only: brokerage commissionsthe Lease, any free rent or rent reductionsas detailed by Landlord in a written statement, Landlord legal fees(B) the Base Rent Abatement, and tenant allowances or (C) four (4) months of Base Rent and Additional Rent which would have been due under the Lease during the four (4) consecutive months following the Termination Date, as detailed by Landlord in a written statement (items (A), (B) and (C) are collectively, the “Termination Payment”). It shall be Tenant’s obligation to request in writing from Landlord prior to the Notice Date, Landlord’s calculation of the Termination Payment. The Termination Payment is in addition to payment by the Tenant of all other amounts payable by Tenant inducementto Landlord pursuant to the Lease prior to the Termination Date.

Option to Terminate. Provided Tenant is not in Default hereunder, and provided further that Tenant properly exercised its option to expand as set forth in Section 16.15 hereof and Landlord and Tenant cannot agree on the terms for such expansion, Tenant shall have the right option to terminate the this Lease (“Termination Right”) effective as of September 30,2014 the end of the thirty-sixth (36th) month of the “Early Termination Date”Lease Term. This option shall be exercised by (i) upon prior Tenant’s giving written notice to Landlord on or before January 15, 2014 of its intention to terminate at least six (6) months prior to the “Notice to Terminate”), provided (A) Tenant has not exercised its Right effective date of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Datesuch termination, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Tenant’s payment to Landlord of an amount equal to Two Hundred Eighty-five Thousand Dollars and Zero Cents ($285,000.00), which payment shall accompany the Base notice provided in (i) above. Such payment is made in consideration for Landlord’s grant of this option to terminate, to compensate Landlord for rental and other concessions given to Tenant, and for other good and valuable consideration. Such payment shall not in any manner affect Tenant’s obligations to pay Minimum Annual Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of Additional Rent or to perform its obligations under the Lease Costs incurred along with up to and including the amortization schedule upon completion date of the Expansion Premises Improvements termination. Failure to determine amount owed if Tenant exercises timely and properly exercise this Option to Terminateoption shall forever waive and extinguish it. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this SectionIf such option is validly exercised, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightupon such termination, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, to Landlord in accordance with the terms of this Lease and each party shall be released from further liability hereunder; provided, however, that such termination shall not affect any right or obligation arising prior to termination or which survives termination of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Provided Tenant is not in default of its obligations under the terms Lease and Tenant has not assigned its rights under the Lease (except as permitted pursuant to Article 17 below), Tenant shall have the option to terminate this Lease ("Option to Terminate") after completion of the sixtieth (60th) month of the Lease either Term upon the following terms and conditions. In order to effectively exercise the Option to Terminate, Tenant shall deliver written notice of its exercise of the Option to Terminate, to be effective twelve (12) months following such exercise, and shall pay a termination fee equal to the sum of (1) three months Rent effective as of the date Landlord receives the Notice to Terminate or as of the Early Termination Datesuch notice, and (B2) the Notice to Terminate is accompanied by a termination payment equal to (i) the all unamortized balance leasing commissions of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been Landlord due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissionsLease, any free rent or rent reductionsall as reasonably determined by Landlord using an interest rate of 11% per annum. In the event Tenant delivers its notice that it has elected to exercise the Option to Terminate, Landlord legal feesshall deliver to Tenant, Landlord's determination of the termination fee. Tenant shall pay the termination fee to Landlord within thirty (30) days after receipt of Landlord's determination of such fee, at which time this Lease shall be deemed terminated with no further obligation on the part of either party to the other except for those obligations which specifically survive the expiration or earlier termination of this Lease. The Option to Terminate shall be null and tenant allowances void if any of the following occur: (i) Tenant fails to pay the termination fee within the time period provided herein, or other (ii) Tenant inducementassigns its rights under the Lease.

Option to Terminate. 30.1 Provided that no Event of Default shall exist under this Lease or would exist but for the pendency of any cure period provided for in Section 20.1 herein, either on the date Tenant delivers its Termination Notice (as hereinafter defined) or on the Termination Date (as hereinafter defined), Tenant shall have the one-time right to terminate this Lease with respect to all or any portion of the Lease (“Termination Right”) effective Premises as of September 30,2014 the last day of the seventy-second (72nd) full calendar month following the Commencement Date (the “Early Termination Date”) upon by giving Landlord at least nine (9) months prior written notice (the “Termination Notice”) accompanied by a payment of a termination fee (the “Termination Fee”) to Landlord in the amount of the unamortized portion of all tenant improvements and commissions paid by Landlord in connection with this Lease (including the commissions paid to the Brokers and the Tenant Work Allowance), which amount shall accrue interest at 8.0% per annum and be amortized over the initial Term for which Basic Rent is payable. If Tenant exercises this right to terminate this Lease, Tenant’s Right of First Offering, Right of First Refusal, and Renewal Option shall automatically terminate and be of no further force and effect. Tenant’s failure to pay such Termination Fee simultaneously with Tenant’s delivery of its Termination Notice shall render void the termination of this OFFICE LEASE PAGE 41 Park Ten Plaza – RigNet, Inc. Table of Contents Lease and this Lease shall continue in full force and effect. Tenant shall pay all Rent due to and through the Termination Date specified and shall surrender the Premises to Landlord on or before January 15the Termination Date in the manner and in the condition provided for in this Lease. Tenant shall permit Landlord or its Agents, 2014 at any time and without notice, to enter the Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants during such nine (the “Notice 9) month period. The Termination Fee shall not be deemed to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default be Rent payable under the terms of the Lease either as of the date this Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance in consideration of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right agreement to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementas herein provided.

Option to Terminate. Tenant (but not any permitted successor or assign) shall have the right to terminate this Lease in its entirety, provided that Tenant delivers a written notice of termination to Landlord prior to the Early Termination Notice Date as specified in Paragraph 24 of the Basic Lease (“Termination Right”) ------------ Information, which notice shall be irrevocable. The termination shall be effective as of September 30,2014 the later to occur of (the “Early Termination Date”a) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination DateDate as specified in Paragraph 23 of the Basic Lease Information or (b) Landlord's ------------ receipt of the Termination Fee (as defined below) in good funds. If Tenant elects to terminate this Lease hereunder, and Tenant shall pay Landlord, in addition to all sums payable for the period prior to such termination of the Lease, a fee (Bthe "Termination Fee") the Notice to Terminate is accompanied by a termination payment equal to the sum of (i) the unamortized balance cost of Landlord’s “Lease Costs” (as hereinafter defined) plus the Improvements to the Premises provided or paid for by Landlord and not otherwise reimbursed by Xxxxxx, (ii) the unamortized leasing commissions paid or payable by Landlord in connection with this Lease and (iii) two months of then current rent, all of which costs and commissions shall be amortized on a straight-line basis over the Term at an amount equal interest rate of twelve percent (12%) per annum. Upon Xxxxxxxx's determination of the aggregate cost of the improvements to the Base Rent that would have been due Premises provided by Landlord and the leasing commissions payable for the five (5) full calendar months following the Early Termination Date. by Landlord in connection with this Lease, Landlord shall provide inform Xxxxxx in writing of such costs. Notwithstanding the foregoing, if Tenant a copy is in default under this Lease either at the time Tenant delivers the termination notice or at any time thereafter prior to the effective date of the Lease Costs incurred along with termination, Landlord shall have, in addition to all of Landlord's other rights and remedies under this Lease, the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely Xxxxxx's right to terminate this Lease hereunder and to cancel unilaterally Tenant's exercise of the Termination Rightits right to terminate this Lease hereunder, the Early Termination Date shall be deemed in which event the Expiration Date of the this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be and remain the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementthen scheduled Expiration Date.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Provided Tenant is not in default under hereunder, Tenant shall have the terms option to terminate this Lease effective October 1, 2000 ("First Termination Option') and October 1, 2001 ("Second Termination Option"). Such option shall be exercised by (i) Tenant's giving written notice to Landlord of its intention to terminate on or before April 1, 2000 with respect to the Lease either as of First Termination Option or on or before April 1, 2001 with respect to the date Landlord receives the Notice to Terminate or as of the Early Second Termination DateOption, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Tenant's payment to Landlord of an amount equal to the Base unamortized tenant finish improvement costs, other allowances and leasing commissions (amortized at eleven percent (11%) interest per annum) plus two (2) months' Minimum Annual Rent, to be paid on or before September 1, 2000 with respect to the First Termination Option or to be paid on or before September 1, 2001 with respect to the Second Termination Option. Such payment is made in consideration for Landlord's grant of this option to terminate, to compensate Landlord for rental and other concessions given to Tenant, and for other good and valuable consideration. Such payment shall not in any manner affect Tenant's obligations to pay Minimum Annual Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of Annual Rental Adjustment or to perform its obligations under the Lease Costs incurred along with up to and including the amortization schedule upon completion date of the Expansion Premises Improvements termination. Failure to determine amount owed if Tenant exercises timely and properly exercise this Option to Terminateoption shall forever waive and extinguish it. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this SectionIf such option is validly exercised, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightupon such termination, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, to Landlord in accordance with the terms of this Lease and each party shall be released from further liability hereunder; provided, however, that such termination shall not affect any right or obligation arising prior to termination or which survives termination of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the right to terminate this Lease at any time after the Lease fifth (“Termination Right”5th) anniversary of the Commencement Date. Such termination shall be effective as no earlier than six (6) months after Tenant’s delivery of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord. Said termination right shall only be exercised if Tenant provides documentation reasonably satisfactory to Landlord on or before January 15, 2014 evidencing the sale of fifty percent (the “Notice to Terminate”), provided (A50%) Tenant has not exercised its Right of First Offer for any of the stock of EMPI, Inc. to a single purchaser, Tenant’s participation in a merger, or the sale of all or substantially all of Tenant’s assets. Tenant will have the right to continue to occupy the Premises pursuant to the terms of this Lease after the written notice of termination until the earlier of (i) the date Tenant elects to vacate the Premises or (ii) the date Landlord requests possession of the Premises from Tenant based on Landlord’s written notification. Said notification from Landlord will provide Tenant with a minimum of three (3) Offered Spaces months from date of said notification until complete vacation of the Premises by Tenant. If Tenant elects to exercise its Option to Terminate, Tenant will be required to pay a $500,000 termination penalty to Landlord as provided in Section 2.M. abovefollows: $250,000 of this termination penalty will be due upon receipt of the termination notice by Landlord and the balance will be paid upon termination of Tenant’s occupancy. Said termination penalty will be reduced by the difference between $500,000 and Landlord’s actual out-of-pocket costs for re-leasing the Premises, which costs shall include all “lost rental income”, as defined below, all lost operating expense reimbursements (B) Tenant including taxes and insurance), all reasonable brokerage commissions and all reasonable tenant improvements required of Landlord to re-let the Premises (“Termination Fee Credit”), which difference is not in default referred to herein as “Tenant’s Refund.” “Lost rental income” shall equal the Base Rent payable under this Lease from the terms effective date of termination over the balance of the Term of the Lease either (not including unexercised renewal terms), less all rent payable under the lease with the replacement tenant. As soon as said Termination Fee Credit has been calculated, but in no event later than two (2) months after the commencement date of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied a lease by a termination payment equal replacement tenant, Landlord will send to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of statement outlining the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise calculation of the Termination RightFee Credit in reasonable detail along with Tenant’s Refund, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementif due.

Option to Terminate. Provided that Tenant is not then in default under this Lease, during the period commencing on Commencement Date and continuing through and including January 31, 2006, if (i) Tenant decides to relocate its corporate offices to any location outside of either Sarasota or Manatee counties or to cease maintaining any office in Sarasota or Manatee counties, or (ii) Tenant decides to reduce the size of its corporate office such that Tenant shall desire to maintain 9,000 square feet or less of office space and Landlord shall be unable or unwilling to accommodate Tenant and to either amend this Lease accordingly or enter into a new lease with Tenant for such reduced space in the Building, the Tenant shall have the right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 the last day of either January, February, March, April, May, June or July, 2006 upon written notice to Landlord, which notice shall state the date on which this Lease shall terminate (which date must be at least 180 days after the date of delivery of such notice to Landlord), and shall be accompanied by a payment to Landlord of all monthly installments of all Rent that would otherwise become due and payable under this Lease through the termination date, plus a termination fee in an amount equal to $71,660.61 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice Option to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the which event this Lease either shall terminate effective as of the termination date Landlord receives specified in Tenant’s notice to Landlord. Should Tenant reduce the Notice size of its office, then the Parking ratio shall be adjusted accordingly, to equal 2.5 parking spaces per 1,000 sf leased. The Option to Terminate or as of shall become null and void if Tenant shall fail to exercise the Early Termination Date, and (B) the Notice Option to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal provided herein prior to the Base Rent that would close of business on January 31, 2006. Notwithstanding the foregoing, Tenant shall have been due the right to cancel and payable for waive the five (5) full calendar months following Option to Terminate at any time prior to the Early Termination Date. close of business on January 31, 2006, by delivering written notice to Landlord shall provide Tenant a copy of its election to cancel and waive the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if If Tenant fails shall elect to cancel and waive the Option to Terminate or fail to exercise the Termination Right strictly in accordance with this SectionOption to Terminate prior to the close of business on January 31, 2006, then said Termination Right this Lease shall automatically lapse continue in full force and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, effect in accordance with the terms hereof, except that, for purposes of this Lease, the “Base Year” for calculating Tenant’s pro-rata share of Basic Costs shall be changed from 1995 to 2005 effective as of calendar year 2006 and for each calendar year thereafter through the end of the Lease. For Lease Term and Tenant’s obligation for the purposes hereofpayment of “Base Rental” for the month of August, “Lease Costs” 2006 shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementabated.

Option to Terminate. If Tenant (1) needs additional office space and Landlord cannot provide such space in one of its facilities which is within five (5) miles of the building or (2) decides to close its Massachusetts office., then, provided (i) that Tenant is not, at the date of the exercise of the option granted hereby or at the date of the relevant termination, in default of its obligations under this Lease beyond any applicable period of notice and grace, and (ii) that Tenant has not assigned this Lease or sublet the Premises, so that the original Tenant named herein remains in occupancy of the Premises, that Tenant shall have the right right, on the date which is forty-two (42) months after the Term Commencement Date (the "Termination Date"), to terminate the this Lease (“Termination Right”) effective as of September 30,2014 by Tenant giving Landlord notice (the “Early Termination Notice") of its intention so to terminate, which notice shall not be less than one hundred and eighty days (180) prior to the Termination Date”) upon prior written notice to Landlord on or before January 15. If Tenant exercises its termination option as aforesaid, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the then this Lease either shall terminate as of the date Termination Date without further liability on the part of either Landlord receives or tenant, provided, however, that Tenant shall pay to Landlord, as a condition to the effectiveness of the Termination Notice, a payment (the "Termination Payment") equal to six (6) months of the then Basic Rent. One half of said Termination Payment shall be due with the Termination Notice and one-half due on the Termination Date. If Tenant does not elect to exercise the Option to Terminate or as of on the Early Termination Date, and (B) then the Notice Option to Terminate is accompanied by shall expire and cannot be excised on a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Datelater date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if If Tenant exercises this Option to Terminate. The parties agree that if Tenant fails Terminate because of its intention to exercise close its Massachusetts office then the actual closing date, of the office, must be the same as the Termination Right strictly in accordance with Date of this SectionLease. If Tenant exercises this Termination Option because Tenant requires additional office space and Landlord cannot provide the additional space, then said Termination Right shall automatically lapse Tenant must enter into a lease, for the required larger space, at another location under the same terms and Tenant shall have no further right to terminate conditions as its current Lease except that the Lease. Upon timely exercise of Demised Premises and Basic Rent may be more than the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the then Basis Rent required under this Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementAgreement.

Option to Terminate. Tenant Notwithstanding the provisions of Section 2(a) to the contrary, Sublandlord and Subtenant shall each have the right option to terminate this Sublease (the Lease “Option to Terminate”) at any time during the Term of this Sublease upon at least one hundred and eighty (180) days prior written notice (“Termination RightNotice”) effective from Sublandlord to Subtenant or from Subtenant to Sublandlord, but no such Termination Notice may be sent by either party prior to the end of the thirtieth (30th) month anniversary of the Sublease Commencement Date. In the event Sublandlord shall exercise the Option to Terminate pursuant to the provisions set forth herein, the Term of this Sublease shall expire and come to an end as of September 30,2014 the date set forth in Sublandlord’s notice but not earlier than the third (3rd) anniversary of the Sublease Commencement Date (hereinafter referred to as the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (as if that day was the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer date definitely fixed in this Sublease for any the termination of the three (3) Offered Spaces as provided in Section 2.M. aboveTerm hereof, (B) Tenant is not in default under but Subtenant shall continue to be liable for the terms of the Lease either as of the date Landlord receives the Notice payments accruing up to Terminate or as of and including the Early Termination Date, and including, but not limited to, any additional rent allocable to the period through such Early Termination Date even though such additional rent may be determined at a later date. Sublandlord shall pay Subtenant an amount equal to $201.21 multiplied by the number of days that elapse from the third (B3rd) anniversary of the Notice Sublease Commencement Date to the Early Termination Date on the Early Termination Date if Sublandlord sent the Termination Notice. In the event Subtenant shall exercise the Option to Terminate is accompanied by pursuant to the provisions set forth herein, the Term of this Sublease shall expire and come to an end as of the date set forth in Subtenant’s notice but not earlier than the third (3rd) anniversary of the Sublease Commencement Date (also referred to as the “Early Termination Date”) as if that day was the date definitely fixed in this Sublease for the termination of the Term hereof, but Subtenant shall continue to be liable for the payments accruing up to and including the Early Termination Date, including, but not limited to, any additional rent allocable to the period through such Early Termination Date even though such additional rent may be determined at a termination payment equal to (i) later date and Subtenant shall pay Sublandlord on the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Early Termination Date an amount equal to the Base Rent that would unamortized (amortized over four (4) years) amount of the attorney fees and commissions paid by Sublandlord. At the expiration or earlier termination of this Sublease, Sublandlord shall have been due and payable the right on ninety (90) days notice to Subtenant to purchase the Furniture listed on Exhibit C for one dollar ($1.00) in consideration of Sublandlord entering into this Sublease, or Sublandlord in its sole discretion may elect on ninety (90) days notice to Subtenant to require the Subtenant to remove the Furniture within five (5) full calendar months business days following the Early Termination Date. Landlord shall provide Tenant a copy expiration or earlier termination of the Lease Costs incurred along with the amortization schedule upon completion this Sublease or, if later, ninety (90) days following receipt of the Expansion Premises Improvements notice from Sublandlord to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementSubtenant requiring such removal.

Option to Terminate. Tenant shall have a one time option to terminate this Lease effective as of March 31, 2016 (the “Termination Date”), upon the terms and conditions provided herein. Tenant shall exercise such right to terminate upon delivery of a written notice thereof to Landlord (the “Termination Notice”) given not less than nine (9) months prior to the Termination Date. In connection with the exercise of the option to terminate provided herein, Tenant shall pay to Landlord a "Termination Fee", which is defined as that amount equal to the sum of (a) the unamortized portion of (i) the cost of the Work for Suite 520 described in Exhibit C of this Lease, (ii) the commissions and fees paid by Landlord to the Brokers in the lease of Suite 520; (iii) the cost of the tenant improvements incurred for Suite 525 (which Tenant has been occupying prior to the Date of Execution pursuant to a Sublease Agreement with Phygen, as referenced in the Schedule to this Lease) in the amount of Twenty-Seven Thousand One Hundred Eighty-Five and 00/100 Dollars ($27,185.00), and (iv) the commissions and fees paid by Landlord to the Broker in the lease of Suite 525 in the amount of Nine Thousand Two Hundred Forty and 00/100 Dollars ($9,240.00), such amortization for items (i) through (iv) to be made evenly over the number of months of the Term in which payments of Monthly Base Rent are made by Tenant, at an annual interest rate of eight percent (8%), and (b) Seven Thousand Nine Hundred Thirteen and 00/100 Dollars ($7,913.00) (representing two (2) months of Monthly Base Rent which would have been due for the two (2) months immediately following the Termination Date). The Termination Fee shall be payable as of the date of the Termination Notice and shall accompany such Notice. Tenant may only exercise the option to terminate described herein if at the time Tenant notifies Landlord of the exercise of the option to terminate and as of the Termination Date Tenant is not then in default under this Lease beyond applicable notice and cure periods. The Termination Notice may not be modified or withdrawn by Tenant after delivery thereof to Landlord. In addition to the payment of the Termination Fee as provided herein, Tenant shall continue to be obligated to pay all Monthly Base Rent and additional rent arising under this Lease through the Termination Date. Upon an exercise by Tenant of the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Rightprovisions hereof, the Early Termination Date shall be deemed to be the New Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have the right opportunity to terminate the Lease, which termination shall be effective on the first day of the thirteenth, (13th) month after the Commencement Date provided, however, that Tenant delivers written notice to Landlord that it has elected to so terminate the Lease, which written notice must be delivered at least one hundred twenty (120) days before the date upon which such termination is to become effective and, provided further, that, together with such written notice, Tenant shall deliver to Landlord a check in the amount of Thirty Thousand Dollars ($30,000.00), representing a non-refundable termination fee. In the event Tenant timely delivers such notice of termination and delivers, with such notice; the sum of money described above, then the Lease shall terminate effective on the date which is specified in such notice as if such date were the Termination Dame for all purposes of the Lease. Said sum of money shall be non-refundable and Landlord shall be entitled to retain the full amount, regardless of whether or not Landlord releases all or any part of the Premise. Any purported election to terminate the Lease (“Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has which does not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance comply with the terms of this option shall, at Landlord’s election, be ineffective. The option to terminate the lease granted to Tenant in this Amendment #1 is personal to Tenant and may not be exercised or be assigned by or to any patron or entity other than Tenant. The option to terminate does not extend to any subtenant. At Landlord’s election, the foregoing option to terminate may not be exercised and will not be effective if, either at the time of the exercise or at the time the Lease is to terminate, Tenant is not default of any of its obligations under the Lease. For the purposes hereofMay 30, 2000 Landlord: JFB Joint Venture Date By: Seneca I Limited Partnership, General Partner By: Emory Holdings Limited Partnership By: /s/ X. Xxxxxxx Xxxxx X. Xxxxxxx Xxxxx, General Partner Tenant: Scientific Engineering Solutions, Inc. By: Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx, President AMENDMENT #2 TO OFFICE LEASE AGREEMENT THIS AMENDMENT # 2 TO OFFICE LEASE AGREEMENT is made this 11th day of June 2003, by and between JFB JOINT VENTURE, a Maryland general partnership, hereinafter called “Lease CostsLandlord,” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseand SCIENTIFIC ENGINEERING SOLUTIONS, and (ii) the following amountsINC., paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementa Maryland corporation. hereinafter called “Tenant.”

Option to Terminate. Provided that (a) no default has occurred and is then continuing, and (b) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term for the Original Premises and the Additional Space, Tenant shall have the right to terminate the Lease (“Termination Right”) effective as of September 30,2014 February 28, 2015 (the “Early Termination Date”) ). In order to exercise such termination right, Tenant shall notify Landlord of such exercise in writing no later than February 28, 2014, and together with such notice, Tenant shall deliver to Landlord, as an agreed upon prior written notice termination fee, an amount equal to Landlord on or before January 15, 2014 $1,730,740.00 (the “Notice to TerminateTermination Fee”). Such payment is made in consideration for Landlord’s grant of this option to terminate to compensate Landlord for rental and other concessions given to Tenant and for other good and valuable consideration. The termination fee does not constitute payment of rent to Landlord. If Tenant fails to notify Landlord by the deadline set forth above, provided (A) Tenant has not exercised its Right of First Offer shall have waived Tenant’s termination right for any the remainder of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms term of the Lease either as of the date Landlord receives the Notice to Terminate or as of the and any extensions thereof. If such right is validly exercised, then upon such Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, to Landlord in accordance with the terms of the Lease and each party shall be released from further liability hereunder; provided, however, that such termination shall not affect any right or obligation arising prior to such termination or which specifically survives termination of the Lease. For In the purposes hereofevent that Tenant exercises any of its options under Sections 16.17 or 16.18 of the Lease, “Lease Costs” shall be Tenant hereby acknowledges that the Termination Fee is subject to adjustment using the following formula: the Termination Fee plus an amount equal to the sum of (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseany unamortized brokerage commissions, and (ii) the following amountsunamortized portion of any tenant finish improvements, paid or provided and (iii) any free rent given Tenant in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementsuch options.

Option to Terminate. Tenant shall have the one-time right to terminate the this Lease (“Termination Right”) effective as of September 30,2014 June 30, 2003, provided Tenant gives Landlord written notice of its intention to so terminate this Lease no later than June 30, 2002, time being of the essence. If Tenant elects to terminate this Lease, Tenant shall pay to Landlord a fee (the “Early "Termination Date”Fee") upon prior written notice to compensate Landlord on or before January 15for, 2014 (among other things, its unamortized costs related to the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any cancelled term of the three (3) Offered Spaces Lease. The Termination Fee shall be calculated as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of follows. The Landlord’s “Lease Costs” 's Costs (as hereinafter defined) shall be amortized over a period of one hundred twenty (120) months from the Lease Commencement Date assuming a monthly constant payment of principal and interest at the rate of ten percent (10%) per annum. The Termination Fee shall equal the balloon payment that would be due at the commencement of the sixty-first (61st) month under such an amortization schedule plus (ii) an the amount equal to two (2) months of the Base Rent that would have been due and payable fixed monthly rent for the five sixth year of this Lease (5) full calendar months following i.e., $86,716.14, or two times $43,358.07). As used herein, the Early Termination Date. Landlord Landlord's Costs shall provide Tenant a copy be the sum of all leasing commissions due for the leasing of the entire Premises for the initial ten-year Lease Costs incurred along with Term, the amortization schedule upon completion Improvement Allowance (as hereinafter defined) and Landlord's attorneys' fees and expenses for the preparation and negotiation of the Expansion Premises Improvements to determine amount owed if this Lease. Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise shall pay the Termination Right strictly Fee in accordance with this Sectionfull at the time of Tenant's delivery of its written notice of termination to Landlord. Within one month after the Lease Commencement Date, then said Termination Right shall automatically lapse Landlord and Tenant shall have no further right to terminate confirm in writing the Lease. Upon timely exercise amount of the Termination RightFee; however, failure to confirm said fee shall not in any way affect Tenant's liability therefor if the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementtermination option is exercised.

Option to Terminate. Tenant shall have the a one-time right to terminate the Lease (“Termination Right”) prior to the Expiration Date, such early termination to be effective as at the end of September 30,2014 the third Lease Year (the “Early Termination Date”), in accordance with, and subject to, the provisions of this Section 44. In order to exercise such option to terminate (a) upon prior Tenant must give Landlord written notice of termination (“Early Termination Notice”) at least nine (9) months prior to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (Bb) Tenant must not be then (i.e. at the time the Early Termination Notice is given) in default, beyond notice and applicable cure period, in the payment of Fixed Rent or additional rent payable pursuant to Terminate is accompanied by a termination payment equal this Lease. Tenant must pay to Landlord in full ninety (i90) days prior to the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Early Termination Date, an amount equal to the Base Rent that would have been due sum of (A) the unamortized amount of Landlord’s transaction costs relating to this Lease which shall solely include the cost and payable for expense of the five Initial TI Allowance, legal fees and brokerage commissions paid by Landlord incurred in connection with Tenant’s early termination of the Lease, plus (5B) full calendar months following interest on all of the foregoing such costs calculated at eight percent (8%) per annum from the date incurred to the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and If Tenant shall have no further exercise its early termination right as set forth above, Tenant agrees to terminate the Lease. Upon timely exercise of the Termination Rightcontinue to pay Landlord all Fixed Rent, additional rent and other amounts payable by Tenant under this Lease that accrue to and including the Early Termination Date shall be deemed (Tenant acknowledges that it may receive invoices after the Expiration Early Termination Date for charges that accrued to and including the Early Termination Date but were not capable of the Lease and Tenant shall surrender the Leased Premises being calculated on or before the Early Termination Date, and Tenant agrees that it shall promptly pay such invoices within 30 days after receipt thereof). If the Term of this Lease is thus terminated, Tenant shall surrender the Premises to Landlord on the Early Termination Date in accordance with the terms condition required by the Lease as if the Early Termination Date were the scheduled expiration date of the Term of this Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.

Option to Terminate. Tenant shall have If (1) the right Premises are rendered wholly untenantable or damaged as a result of any cause which is not covered by Landlord's actual insurance or Landlord's required insurance under Section 17.3(b); (2) the Premises are damaged or destroyed to terminate the Lease extent of twenty-five percent (“Termination Right”25%) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any more of the three cost of replacement during the last two (2) Lease Years of the Term; (3) Offered Spaces as provided the Premises are damaged or destroyed in Section 2.M. above, (B) Tenant is not whole or in default under part during the terms last Lease Year of the Term; or (4) the Shopping Center or Resort is damaged to the extent of ten percent (10%) or more of the cost of replacement, then in any of such events, Landlord may elect to terminate this Lease either by giving to Tenant notice of such election within ninety (90) days after the occurrence of such event and, in the case of clause (2) or clause (3), Tenant may elect to terminate this Lease by giving to Landlord notice of such election within thirty (30) days after the occurrence of such event. If such notice is given, this Lease shall terminate as of the date Landlord receives the Notice to Terminate or of such notice, and Fixed Minimum Rent and Additional Charges shall be equitably abated until and adjusted as of the Early Termination Datedate of such termination. Notwithstanding the foregoing provisions, Landlord shall not terminate this Lease solely pursuant to clause (4) of this Section 22.2 unless Landlord terminates the leases of all other similarly situated tenants in the Shopping Center. Notwithstanding the foregoing provisions, if Landlord terminates this Lease solely pursuant to clause (2) or clause (3) in this Section 22.2, and (B) if at the Notice time Tenant received notice of such termination Tenant's option to Terminate is accompanied by a extend the Term of this Lease under Section 9.5 may still be validly exercised, then Tenant may nullify Landlord's termination payment equal notice, and require Landlord to (i) repair the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this SectionSection 22.1, then said Termination Right shall automatically lapse and by exercising such option by giving Landlord written notice of such exercise within thirty (30) days after Tenant's receipt of Landlord's notice of termination. Tenant shall have no further right to terminate the Lease. Upon timely exercise hereby waives any statutory rights of termination which may arise out of partial or total destruction of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements which Landlord is obligated to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementrestore.

Option to Terminate. Tenant shall have the right to terminate the Lease effective upon the last day of a calendar month at any time following the eighty-fourth (“Termination Right”84th) effective as full calendar month after the commencement date of September 30,2014 the Lease Term (the “Early Termination DateOption”) upon the following terms and conditions: Tenant shall provide Landlord with not less than twelve (12) months prior written notice to Landlord on or before January 15thereof, 2014 which notice shall specify the effective date of such termination and shall be accompanied by the Termination Fee (the “Notice to Terminate”as herein defined), provided (A) . If there is a Default by Tenant has not exercised its Right of First Offer for at any time between Tenant’s exercise of the three (3) Offered Spaces as provided Termination Option and the effective date thereof, then at Landlord’s option the Termination Option shall specify the effective date of such termination and shall be null and void and the Lease shall continue in Section 2.M. above, (B) Tenant is not full force and effect in default under accordance with the terms and conditions thereof. The Termination Option shall be personal to Tenant and any successor or transferee to a Permitted Transfer and in the event of a Transfer by Tenant other than a Permitted Transfer, the Termination Option shall apply only to the initial Lease either as of Term and shall not be effective during any Option. Term or any other extensions or renewals thereof. The “Termination Fee” shall mean the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment amount equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) $140,231.00; plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full number of calendar months following remaining in the Early Termination Date. Lease Term after the effective date of such termination divided by the number of calendar months, the original Lease Term and then multiplying such result by the sum of all costs of Landlord shall provide Tenant a copy in entering into the Lease including, without limitation, the cost of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to TerminateImprovement Allowance paid by Landlord and all real estate brokers’ commissions paid by Landlord. The parties agree that if If Tenant fails to exercise the Termination Right strictly in accordance with this SectionOption as and when herein provided, then said the Termination Right Option shall automatically lapse be null and Tenant shall have void and of no further right to terminate the Lease. Upon timely exercise force of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementeffect.

Option to Terminate. A. Damage or Destruction of Substantially All of the Improvements: In the event that substantially all of the Improvements are damage or destroyed by a Casualty that is not the result of the willful misconduct of Tenant shall have or any of its agents, employees, members, or contractors, Tenant may, at its option (exercised with reasonable promptness in the right circumstances, but in all events within ninety (90) days after the date Tenant receives the written notification of the estimated time to remedy such Casualty), terminate this Lease Agreement by (i) serving upon Landlord notice within such period setting forth Tenant’s election to terminate this Lease Agreement as a result of such Casualty as of the end of the calendar month in which such notice is delivered to Landlord and (ii) paying to Landlord, concurrently with the service of such notice, pro-rated portion of Annual Rental through the date of said termination. Upon the service of such notice and the making of such Payments within the foregoing time period, this Lease Agreement shall cease and terminate on the date specified in such notice with the same force and effect as if such date were the date originally fixed as the Lease Expiration Date. Failure to terminate this Lease Agreement within the foregoing time period shall constitute an election by Tenant to keep this Lease Agreement in force. If Tenant elects to so keep this Lease Agreement in full force and effect, Landlord shall commence to perform the Casualty Repair Work and prosecute such Casualty Repair Work to completion as provided in this Article 10, unless the Casualty occurs at any time during the last four (“Termination Right”4) effective as years of September 30,2014 (the “Early Termination Date”) upon prior Lease Term in which event Landlord may elect to terminate this Lease Agreement by written notice to Landlord on or before January 15Tenant within one hundred twenty (120) days after such Casualty, 2014 (the “Notice with such termination to Terminate”), provided (A) be deemed a termination by Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementArticle 10.

Option to Terminate. Tenant shall have the right NYCEDC may, at its option, give a notice to terminate this Agreement to [SELECTED RESPONDENT] at any time within 30 days after such notice for the Lease (“Termination Right”) effective as of September 30,2014 (request to consent to an assignment has been given by [SELECTED RESPONDENT] to NYCEDC and the “Early Termination Date”) upon prior City; and during such 30-day period [SELECTED RESPONDENT] shall not assign this Agreement to any Person and furthermore [SELECTED RESPONDENT] may revoke the Notice for Consent to Assignment and rescind its request for an assignment within such 30-day period by written notice of revocation and rescission to Landlord on or before January 15NYCEDC and thereupon, 2014 (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives both the Notice for Consent to Terminate or as of Assignment by [SELECTED RESPONDENT] and the Early Termination Date, notice to terminate by NYCEDC shall be deemed null and (B) void. If [SELECTED RESPONDENT] does note timely revoke the Notice for Consent to Terminate is accompanied by a termination payment equal Assignment and rescind the request for an assignment and NYCEDC exercises its option to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises terminate this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly Agreement in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination RightSection 10.10 entitled “Assignments”, the Early Term of this Agreement shall end and expire on the date that such assignment was to be effective or commence, as the case may be (the “Assignment Termination Date”), thereupon this Agreement shall cease and terminate with the same force and effect as though the Assignment Termination Date shall be deemed set forth in the [SELECTED RESPONDENT]’s Notice For Consent To Assignment were the Expiration Date of originally set forth in the Lease and Tenant Agreement. [SELECTED RESPONDENT] shall surrender vacate the Leased Premises Advertising Areas on or before such date, and the Early Termination Date, in accordance Fees shall be paid and apportioned to such date. All amounts payable to NYCEDC hereunder shall be paid simultaneously with the terms execution of any instrument confirming the termination of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements Agreement as to the Expansion Premises constructed at Landlord’s expenseAdvertising Areas contemplated hereby. Notwithstanding anything in this subsection or elsewhere in this Agreement, and (ii) this Option to Terminate by NYCEDC shall not apply when the following amountsparty that is to have the Agreement assigned to it as set forth in the Notice For Consent To Assignment is an assignment by merger, paid consolidation, purchase of a majority of assets, transfer of a majority of stock or provided of joint venture or partnership interests in connection with this Second Amendment only: brokerage commissions, any free rent [SELECTED RESPONDENT] by operation of law or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementotherwise.

Option to Terminate. Tenant shall have the right to terminate the Lease (“Termination Right”) this Lease, effective as of September 30,2014 the last day of the tenth (10th) Lease Year (the “Early Termination Effective Date”) upon prior ), by giving written notice to Landlord on or before January 15of its election to so terminate no later than the first day of the calendar month that is eighteen (18) months preceding the Termination Effective Date. Upon Tenant’s exercise of its termination option hereunder, 2014 a termination fee (the “Notice Termination Fee”) shall automatically become due from Tenant to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided Landlord in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the Early Termination Date, and (B) the Notice to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to 100% of the Base Rent then unamortized principal balance of each of: (a) the Tenant Improvement Allowance of $50/square foot set forth on Exhibit “D” attached hereto and incorporated herein on the Termination Effective Date and (b) the brokerage commissions paid by Landlord in connection with this Lease ($11.46/square foot, as set forth on Exhibit “D” attached hereto and incorporated herein as of the Termination Effective Date), which items set forth at subsections 3.4(a) and (b) hereof shall be amortized on a mortgage amortization basis assuming an amortization period of one hundred eighty (180) months beginning as of the Commencement Date, and an imputed interest rate of eight percent (8%) per annum. Based on a total rentable square footage within the Building of 118,031 rentable square feet and the terms of Exhibit “D”, the Termination Fee payable on the Termination Effective Date (the last day of tenth (10th) Lease Year after the Commencement Date) would be $3,418,739. In the event that would have been due and payable for Tenant exercises its termination option pursuant to this Section 3.4, Tenant shall pay to Landlord the five (5) full calendar months following Termination Fee on or before the Early Termination Effective Date. In the event that the Termination Fee is not timely paid by Tenant, Landlord shall provide Tenant a copy with not less than ten (10) days written notice of the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements such failure to determine amount owed pay, and if Tenant exercises does not thereafter pay the same within such ten (10) day period, Tenant’s right to terminate this Option to Terminate. The parties agree that if Tenant fails to exercise the Termination Right strictly Lease in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, the Early Termination Date Section 3.4 shall be deemed the Expiration Date void, invalid and of the Lease and Tenant shall surrender the Leased Premises on no force or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expenseeffect, and (ii) the following amounts, paid or provided this Lease shall continue in connection with full force and effect without regard to this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducementSection 3.4.

Option to Terminate. 16.01 Provided that the Tenant in use and occupation of all of the Leased Premises is Navarre Corporation or a permitted Transferee as provided for in Section 7.01(d) herein and it has not been and is not then in default of its covenants and obligations under this Lease beyond any applicable cure period, the Tenant shall have the right an option to terminate the this Lease (the “Termination RightOption to Terminate”) effective as of September 30,2014 on such date falling between March 1, 2012 and February 28, 2013, both inclusive (the “Early Effective Termination Date”) ), as may be elected by the Tenant in accordance with this section. This Option to Terminate is conditional upon prior the Tenant delivering to the Landlord a written notice to Landlord on or before January 15, 2014 (the “Termination Notice”) electing to exercise the same, which Termination Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of must be received by the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of Landlord by the date Landlord receives which is six (6) months prior to the Notice to Terminate or as of the Early Effective Termination Date, . The Termination Notice: (i) shall specify an effective termination date that shall be at least six (6) months following the date that the Termination Notice is delivered to the Landlord; and (Bii) the Notice to Terminate is shall be accompanied by a lease termination payment equal fee payable to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) Landlord in an amount equal to six (6) months gross Rent (the Base “Termination Fee”). Such Termination Fee shall be based on; (a) the Basic Rent otherwise payable in the year in which the Effective Termination Date occurs and; (b) the Additional Rent payable at the time the Termination Notice is delivered, plus applicable goods and services or harmonized sales tax. For clarity, it is understood and agreed that would have been due the Termination Fee is in addition to and shall not be credited against the Rent payable for pursuant to this Lease prior to the five (5) full calendar months following the Early Effective Termination Date. Landlord shall provide Tenant a copy of In the Lease Costs incurred along with event that the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise deliver the Termination Right strictly in accordance with this SectionNotice to the Landlord prior to November 1, 2012 accompanied by the Termination Fee, then said Termination Right the Option to Terminate shall automatically lapse not be effective and shall no longer be available to the Tenant. The Tenant shall have no further right to terminate the Lease. Upon timely exercise of covenants and agrees that if the Termination Right, Notice and the Early Termination Date shall be deemed Fee are delivered by the Expiration Date of the Lease and Tenant shall surrender the Leased Premises on or before the Early Termination Date, in accordance with the terms of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements to the Expansion Premises constructed at Landlord’s expense, and (ii) as aforesaid, then the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductions, Landlord legal fees, and tenant allowances or other Tenant inducement.shall apply:

Option to Terminate. After the end of the second year of the ------------------- term of this Lease, provided Tenant is not then in default hereunder, and Tenant has a bona fide need for more than 7,000 rentable square feet of additional space, and Landlord is unable to provide Tenant with such additional space within the Building consisting of no more than two (2) non-contiguous spaces, by the end of the third year of the Lease term, then in such case Tenant shall have the right one-time option to terminate this Lease after the end of the third (3rd) year of the Lease by giving Landlord at least one hundred eighty (“Termination Right”180) effective as of September 30,2014 (the “Early Termination Date”) upon days prior written notice of its exercise of said option to terminate. If Tenant exercises its option to terminate, then in such case the Lease shall be terminated as of the date set forth in the notice, provided that day is at least one hundred eighty (180) days subsequent to the notice. Tenant shall pay an early termination fee (the "Early Termination Fee") for the early termination in an amount equal to Tenant's pro rata share of the unamortized costs of Tenant Improvements, space planning, real estate commissions, and attorney fees in connection with this Lease amortized at ten percent (10%) per annum over the term of the Lease in equal monthly installments, plus the sum of four (4) months of the Monthly Base Rent in effect as of the date of termination. Upon exercise of its option to terminate, Tenant shall pay the Early Termination Fee to Landlord and vacate and surrender possession of the Premises to Landlord on or before January 15, 2014 the effective date of termination (the “Notice to Terminate”), provided (A) Tenant has not exercised its Right of First Offer for any of the three (3) Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the terms of the Lease either as of the date Landlord receives the Notice to Terminate or as of the "Early Termination Date") and comply with all terms and conditions of the Lease, and (B) including without limitation, the Notice payments of all rentals, up to Terminate is accompanied by a termination payment equal to (i) the unamortized balance of Landlord’s “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (5) full calendar months following the Early Termination Date. Landlord shall provide Tenant a copy of In the Lease Costs incurred along with the amortization schedule upon completion of the Expansion Premises Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if event Tenant fails to exercise the Termination Right strictly in accordance with this Section, then said Termination Right shall automatically lapse and Tenant shall have no further right to terminate the Lease. Upon timely exercise of the Termination Right, pay the Early Termination Date shall be deemed the Expiration Date Fee and/or fails to surrender possession of the Lease and Tenant shall surrender the Leased Premises to Landlord, on or before the Early Termination Date, then Landlord may either (a) treat the termination as effective and exercise all remedies at law or in equity to collect the Early Termination Fee and/or obtain possession of the Premises, or (b) treat the termination as ineffective, in which case the Lease shall continue in accordance with the terms its terms. Upon receipt of Tenant's notice of its exercise of the Lease. For the purposes hereof, “Lease Costs” shall be the (i) cost of improvements option to the Expansion Premises constructed at Landlord’s expense, and (ii) the following amounts, paid or provided in connection with this Second Amendment only: brokerage commissions, any free rent or rent reductionsterminate, Landlord legal fees, and tenant allowances or shall have the right to show the Premises to other Tenant inducementprospective tenants.