Common use of Option to Terminate Clause in Contracts

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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).

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 Tenant shall have the option right to terminate the Lease (“Termination Right”) effective as of that certain day which it may exercise by giving 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 thereof to Landlord (the “Notice to Terminate”); provided (A) Tenant within sixty (60) days after is not in default under the date on which such damage or destruction occurs) to terminate this terms of the Lease either as of the date specified in such notice Landlord receives the Notice to Terminate or as of the Early Termination Date, and (which date shall not be earlier than B) the thirtieth Notice to Terminate is accompanied by a termination payment equal to (30thi) 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 unamortized balance 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, “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. 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 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 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) no further right to terminate this Lease as the Lease. Upon timely exercise 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 terminationTermination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall pay 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 First Amendment only: brokerage commissions, any free rent or rent reductions, Landlord all Base Rentlegal fees, Additional Rent and tenant allowances or other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).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 Tenant shall have the option right to terminate the Lease (which it may exercise by giving “Termination Right”) effective as of September 30,2014 (the “Early Termination Date”) upon prior written notice thereof to Landlord on or before January 15, 2014 (the “Notice to Terminate”), provided (A) Tenant within sixty has not exercised its Right of First Offer for any of the three (603) days after Offered Spaces as provided in Section 2.M. above, (B) Tenant is not in default under the date on which such damage or destruction occurs) to terminate this terms of the Lease either as of the date specified in such notice Landlord receives the Notice to Terminate or as of the Early Termination Date, and (which date shall not be earlier than B) the thirtieth Notice to Terminate is accompanied by a termination payment equal to (30thi) 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 unamortized balance 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, “Lease Costs” (as hereinafter defined) plus (ii) an amount equal to the Base Rent that would have been due and payable for the five (and each installment thereof5) and full calendar months following the Additional Rent Early Termination Date. Landlord shall xxxxx in proportion to the floor area of so much, if any, provide Tenant a copy of the Premises as is rendered substantially unusable by Lease Costs incurred along with the Tenant by such damage or destruction. If during the Term either fifty percent (50%), amortization schedule upon completion of the Expansion Premises rendering Improvements to determine amount owed if Tenant exercises this Option to Terminate. The parties agree that if Tenant fails to exercise the Premises untenantableTermination Right strictly in accordance with this Section, 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 then said Termination Right shall automatically lapse and Tenant shall have the 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) no further right to terminate this Lease as the Lease. Upon timely exercise 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 terminationTermination Right, the Early Termination Date shall be deemed the Expiration Date of the Lease and Tenant shall pay 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 all Base Rentlegal fees, Additional Rent and tenant allowances or other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)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 hereby grants to Tenant a one-time 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 on the 30th day of June 2004, but only upon the following terms and conditions. A. That Tenant is not in material default under any of the date specified in terms, covenants and conditions of this Lease on the part of Tenant to be performed both at the time of the exercise of the option and on the termination date. B. That Tenant give Landlord twelve (12) months' prior written notice of Tenant's election to exercise the option, such notice to be actually received by Landlord at least twelve (which 12) months prior to date shall the option is to take effect. C. That Tenant pay to Landlord with the aforesaid notice the sum of Three Hundred Eighty-Nine Thousand and No/100 Dollars ($389,000.00) as consideration for this Lease termination. D. That Tenant and all persons claiming under or through Tenant vacate the demised premises not be earlier later than the thirtieth (30th) day after such notice is given)termination date and return the premises to Landlord in good condition, normal wear and tear excepted. E. That all leasehold improvements which are Landlord's property under this Lease remain in the premises as part of the realty as provided in Article 7 and other provisions of this Lease. On such termination, the Tenant shall pay remove any alterations or improvements required to be removed by Tenant under the Landlord all Base Rentterms of this Lease and restore the premises as required not later than the termination date. F. That this option shall be self-operating and that, Additional Rent and other sums and charges payable once exercised by Tenant no further documentation 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 parties hereto 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 be necessary 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 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) order to terminate this Lease as Lease. G. That time is expressly made 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date essence of such termination)this option.

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 casualtyExcept as set forth below, 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 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 this Lease as with an effective date of the date specified in termination ("Early Termination Date") any time after August 31, 2003. Tenant may exercise such option by giving Landlord written notice ("Termination Notice") at any time on or after May 1, 2003. Such notice shall specify the (i) Early Termination Date, which date shall be less than 120 days of delivery of the Termination Notice (the "Option Period") and (ii) 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 earlier than effective to terminate this Lease. If the thirtieth expansion space is not located on the same floor as and contiguous to the Leased Premises, then any alternative space proposed by Landlord must be: (30thi) day after a single, contiguous block of space on a single floor in the Project and (ii) large enough to accommodate the Expanded Premises and the amount of additional space desired by Tenant. If no such notice written agreement is givenexecuted within the Option Period, then this Lease shall terminate on the Early Termination Date. Tenant agrees to pay Landlord an amount equal to $10,315.68 (Termination Fee). On The Termination Notice shall be valid only if accompanied by a cashier's check in the amount of the Termination Fee. 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 terminationEarly Termination Date, this Lease shall terminate on the Early Termination Date as if such date were the Lease Expiration Date, 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 having been no uncured and continuing Event of Default on the part of the Tenant shall pay under the Lease, are personal to the Landlord all Base Rentoriginal Tenant executing the Lease, Additional Rent may not be assigned, and other sums shall be available to, and charges payab1e by exercisable by, Tenant only when the original Tenant hereunder is in actual possession and accrued through such date physical occupancy of the Leased Premises. Should Tenant fail to perform any of its required obligations under this section (including, without limitation, paying the Termination Fee at the same time as justly apportioned the Termination Notice), then this Option to the date of such termination)Terminate shall terminate and be null and void.

Option to Terminate. If Notwithstanding the provisions of Section 2(a) to the contrary, Sublandlord and Subtenant shall each have the option to terminate this Sublease (the “Option to Terminate”) at any time 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 this Sublease upon at least one hundred and eighty (which it may exercise by giving 180) days prior written notice thereof (“Termination Notice”) from Sublandlord to Subtenant or from Subtenant to Sublandlord, but no such Termination Notice may be sent by either party prior to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as end of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given)month anniversary of the Sublease Commencement Date. On such terminationIn the event Sublandlord shall exercise the Option to Terminate pursuant to the provisions set forth herein, the Tenant Term of this Sublease shall pay expire and come 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 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 this Lease an end as of the date specified set forth in such Sublandlord’s notice (which date shall but not be earlier than the thirtieth third (30th3rd) anniversary of the Sublease Commencement Date (hereinafter referred to as the “Early Termination Date”) as if that day after 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 notice is given)Early Termination Date even though such additional rent may be determined at a later date. On such terminationSublandlord shall pay Subtenant an amount equal to $201.21 multiplied by the number of days that elapse from the third (3rd) anniversary of the 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 pursuant to the provisions set forth herein, the Tenant 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 later date and Subtenant shall pay Sublandlord on the Early Termination Date an amount equal to the Landlord all Base Rentunamortized (amortized over four (4) years) amount of the attorney fees and commissions paid by Sublandlord. At the expiration or earlier termination of this Sublease, Additional Rent and other sums and charges payab1e by Sublandlord shall have the Tenant hereunder and accrued through 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) business days following the expiration or earlier termination of this Sublease or, if later, ninety (90) days following receipt of notice from Sublandlord to Subtenant requiring such date (as justly apportioned to the date of such termination)removal.

Option to Terminate. If during the Term either the Premises A. Damage or any portion Destruction of Substantially All of the Building or Improvements: In the Project event that substantially all of the Improvements are substantially damaged or destroyed by fire a Casualty that is not the result of the willful misconduct of Tenant or other casualtyany of its agents, employees, members, or contractors, Tenant may, at its option (exercised with reasonable promptness in the 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 have commence to perform the option 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 (4) years of the Lease Term in which it event Landlord may exercise elect to terminate this Lease Agreement by giving written notice thereof to Tenant within one hundred twenty (120) days after such Casualty, with such termination to be deemed a termination by Tenant under the Tenant terms of this Article 10. B. Definition of Substantially All of the Improvements: For the purposes of this Article, "Substantially All of the Improvements" shall be deemed to be damaged or destroyed if such Casualty causes an Untenantable Condition to exist, or be reasonably expected to exist, for more than two (2) years from the date of the Casualty. The determination of whether the Fairgrounds can be rebuilt, repaired and/or reconfigured in order to remedy such Untenantable Condition within such two (2) year period shall be made 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 terminationof Casualty by an independent architect mutually, the Tenant shall pay to the Landlord all Base Rent, Additional Rent selected by Xxxxxxxx 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Xxxxxx.

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 casualtycasualty thereby rendering the Premises totally or partially inaccessible or unusable, 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 the date of termination (as justly apportioned to the date of such terminationdate). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall diligently repair and restore the Premises and the Building to substantially the same condition they were in prior to such damage or destruction as soon thereafter as is reasonably possible to their condition on the date of completion of Landlord’s Workpossible, 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 If, within forty-five (45) days after the Term either fifty percent (50%), occurrence of the Premises rendering the Premises untenantabledamage or destruction described in this section 12.1, any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty, or Landlord determines in its sole but reasonable judgment that the repairs are estimated by the Landlord to require more than six and restoration cannot be substantially completed within one hundred eighty (6) months from the date of the casualty to complete, the Tenant shall have the option (which it may exercise by giving written notice thereof to Landlord within sixty (60180) days after the date on which of such damage or destruction occurs) destruction, and provided Landlord does not elect to terminate this Lease as pursuant to this section, then Landlord shall promptly notify Tenant of such determination. For a period continuing through the date specified in such notice (which date shall not be earlier than later of the thirtieth (30th) day after the occurrence of the damage or destruction or the tenth (10th) day after receipt of such notice is given). On such terminationnotice, the Tenant shall pay have the right to the terminate this Lease by providing written notice to Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such (which date of termination shall be not more than thirty (as justly apportioned to 30) days after the date of such terminationTenant’s notice to Landlord).

Option to Terminate. Provided that Tenant is not then in default under this Lease, Tenant shall have an ongoing option to terminate this Lease (the “Termination Option”). The effective date of this termination shall be the date that is specified in the Termination Notice (defined below) (the “Early Termination Date”). Tenant shall exercise the Termination Option by (i) 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 during Tenant properly delivers the Term either 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 or any portion to Landlord on the Early Termination Date in accordance with the terms of this Lease. If Tenant fails to make the Building or Termination Payment in a timely manner, then the Project are substantially damaged or destroyed by fire or other casualtyTermination Option shall, at Landlord’s option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Landlord Termination Option, and no exercise thereof 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 be effective, if a default shall exist under 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 option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage the Termination Notice is given or destruction occurs) to terminate this Lease as of the date specified Early Termination Date provided, however, notwithstanding anything in such notice (this Lease to the contrary. Landlord’s acceptance of the Termination Payment shall constitute Landlord’s approval of Tenant’s exercise of the Termination Option for all purposes. Upon Tenant’s delivering the Termination Notice, any and all rights of Tenant to extend the 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 void and of no further force or effect. All obligations of either party to the other which date accrue under this Lease on or before the Early Termination Date shall not be earlier than the thirtieth (30th) day after such notice is given). On survive such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).. As used herein. “

Option to Terminate. If Provided that Tenant is not then in default under this Lease, during the Term 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 Premises size of its corporate office such that Tenant shall desire to maintain 9,000 square feet or any portion less of the Building or the Project are substantially damaged or destroyed by fire or other casualty, the office space and Landlord shall have the option (which it may exercise by giving written notice thereof be unable or unwilling to the accommodate Tenant within sixty (60) days after the date on which such damage or destruction occurs) and to terminate either amend this Lease as of accordingly or enter into a new lease with Tenant for such reduced space in 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 completeBuilding, the Tenant shall have the option right to terminate this Lease effective as of 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 it may exercise by giving written notice thereof to Landlord within sixty (60) date must be at least 180 days after the date on which of delivery of such damage or destruction occurs) notice to terminate 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 “Option to Terminate”), in which event this Lease shall terminate effective as of the termination date specified in such Tenant’s notice (which date to Landlord. Should Tenant reduce the size of its office, then the Parking ratio shall not be earlier than adjusted accordingly, to equal 2.5 parking spaces per 1,000 sf leased. The Option to Terminate shall become null and void if Tenant shall fail to exercise the thirtieth (30th) day after such Option to Terminate as provided herein prior to the close of business on January 31, 2006. Notwithstanding the foregoing, Tenant shall have the right to cancel and waive the Option to Terminate at any time prior to the close of business on January 31, 2006, by delivering written notice is given)to Landlord of its election to cancel and waive the Option to Terminate. On such terminationIf Tenant shall elect to cancel and waive the Option to Terminate or fail to exercise the Option to Terminate prior to the close of business on January 31, 2006, then this Lease shall continue in full force and effect in accordance with the terms hereof, except that, for purposes of this Lease, the Tenant “Base Year” for calculating Tenant’s pro-rata share of Basic Costs shall pay be changed from 1995 to 2005 effective as of calendar year 2006 and for each calendar year thereafter through the Landlord all end of the Lease Term and Tenant’s obligation for the payment of “Base RentRental” for the month of August, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)2006 shall be abated.

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 Tenant shall have the option opportunity to terminate the Lease, which termination shall be effective on the first day of the thirteenth, (which it may exercise by giving 13th) month after the Commencement Date provided, however, that Tenant delivers written notice thereof to Landlord that it has elected to so terminate the Tenant within sixty Lease, which written notice must be delivered at least one hundred twenty (60120) days after before the date on upon which such damage or destruction occurs) 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 this Lease as of 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 which date shall does not strictly 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 earlier exercised or be assigned by or to any patron or entity other than the thirtieth (30th) day after such notice is given)Tenant. On such terminationThe 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 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 is 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 default of any insurance policy payable on account of such damage or destruction its obligations under the Lease. May 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 THIS AMENDMENT # 2 TO OFFICE LEASE AGREEMENT is made this 11th day of June 2003, by and in obtaining any necessary permitsbetween JFB JOINT VENTURE, a Maryland general partnership, hereinafter called “Landlord,” and SCIENTIFIC ENGINEERING SOLUTIONS, INC., a Maryland corporation. 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)hereinafter called “Tenant.”

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 a. Tenant 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 the Lease ("Termination Option") as of either the first day of the 60th month of the Term (as may be redefined pursuant to Section 1.b.iv. above) or as of the first day of the 90th month of the Term (as may be redefined pursuant to Section 1.b.iv. above) (the date specified selected being the "Accelerated Expiration Date"), if: i. Tenant is not in such notice (which date shall not be earlier than default under the thirtieth (30th) day after such notice is given). On such termination, Lease at the Tenant shall pay provides Landlord with an Acceleration Notice (hereinafter defined); and ii. Landlord receives notice of acceleration ("Acceleration Notice") not less than 12 full calendar prior to the Landlord selected Accelerated Expiration Date. b. Tenant shall remain liable for all Monthly Base Rent, Additional Rent and other sums due under the Lease up to and charges payable by including the Tenant hereunder and accrued through Accelerated Expiration Date even though xxxxxxxx for such date (as justly apportioned may occur subsequent to the date of such termination). If Accelerated Expiration Date. c. Notwithstanding anything to the Landlord does not terminate this Lease pursuant to this sectioncontrary herein, the Landlord Termination Option shall restore automatically terminate without notice and shall be of no further force and effect, whether or not Tenant has timely exercised such option, if Tenant is in default under the Premises as soon thereafter as is reasonably possible to their condition Lease (beyond applicable cure periods) 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 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 this Lease as Accelerated Expiration Date. d. As of the date specified in such notice Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (which date whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), shall not immediately 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 deemed terminated and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date no longer available or of such termination)any further force or effect.

Option to Terminate. If during Notwithstanding anything to the Term either the Premises or any portion contrary in Section 1 of the Building or the Project are substantially damaged or destroyed by fire or other casualtythis Amendment, the Landlord provided said Lease is in full force and effect and Tenant is not in Default thereunder, Tenant shall have the right and option to terminate said Lease at any time during the Extended Term, upon the following terms and conditions. In order to exercise such option, Tenant must give Landlord written notice at least three (3) months prior to the effective date of termination (which date of termination is hereinafter referred to as the "Termination Date"). In the event Tenant elects to terminate said Lease as aforesaid, Tenant shall pay to Landlord the following amounts on or before said Termination Date. a. If the Termination Date is within the first twenty-four (24) months of the Extended Term (on or before December 31, 2001), Tenant shall pay to Landlord a termination fee equal to the sum of (a) the Base Rent which, but for the Lease termination, would have been payable to Tenant for the twenty-four (24) months next following the Termination Date, plus (b) the product of (i) Tenant's pro rata share of those charges of the Property for real estate taxes, insurance, and fire and crime prevention, which are payable by Landlord for the full calendar year in which Tenant exercises its termination option (which it may exercise and in the event such amounts are not known at that time, an amount reasonably estimated by giving written notice thereof Landlord to reflect Tenant's obligation for such amounts under said Lease for that same full calendar year); times (ii) two (2); plus (c) an amount equal to the unamortized portion of Landlord's construction allowance payable to Tenant within sixty pursuant to Section 2 above, it being understood and agreed that the amortization period for such construction allowance shall be the five (605) days after year period constituting the date Extended Term, and interest shall be calculated on which such damage or destruction occursthe unamortized portion at a rate per annum equal to two percent (2%) to terminate this Lease over and above the interest rate announced by CitiBank as its "prime rate" on commercial loans, as of the date specified in such of Landlord's receipt of Tenant's notice of termination. b. If the Termination Date is after the first twenty-four (which date shall not be earlier than 24) months of the thirtieth (30th) day after such notice is given). On such terminationExtended Term, 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 a termination fee equal to the date sum 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, (a) the Base Rent which, but for the Lease termination, would have been payable to Tenant for the twelve (12) months next following the Termination Date, plus (b) Tenant's pro rata share of those charges of the Property for real estate taxes, insurance, and fire and crime prevention, which are payable by Landlord for the full calendar year in which Tenant exercises its termination option (and each installment thereofin the event such amounts are not known at that time, an amount reasonably estimated by Landlord to reflect Tenant's obligation for such amounts under said Lease for that same full calendar year); plus (c) and the Additional Rent shall xxxxx in proportion an amount equal to the floor area unamortized portion of so muchLandlord's construction allowance payable to Tenant pursuant to Section 2 above, if anyit being understood and agreed that the amortization period for such construction allowance shall be the five (5) year period constituting the Extended Term, of and interest shall be calculated on the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty unamortized portion at a rate per annum equal to two percent (502%)) over and above the interest rate announced by CitiBank as its "prime rate" on commercial loans, 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 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 this Lease as of the date specified in such of Landlord's receipt of Tenant's notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such of termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).

Option to Terminate. If during the Term either the Premises Tenant is unable, despite good-faith efforts, to secure at least Fifteen Million Dollars ($15,000,000) in financing of any type (including without limitation venture funding, acquisition, stock sale, or any portion other funding) within eleven (11) months of the Building or the Project are substantially damaged or destroyed by fire or other casualtyExtension Commencement Date, the Landlord Tenant shall have a one-time right to terminate the option Lease (which it may the “Termination Option”) effective as of April 30, 2016 (the “Termination Date”). To exercise by giving written the Termination Option, Tenant must provide Landlord with a notice thereof of Tenant’s exercise the Termination Option at least three (3) months but not more than four (4) months prior to the Termination Date, which notice must state that Tenant within sixty has failed to secure such financing, and briefly describe the current status of Tenant’s efforts to secure such financing. If Tenant receives such (60a) 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 be fully liable for the payment to the Landlord of all Base Rent, Additional Rent and other sums charges owed under the Lease which shall become due through and charges payable by including the Termination Date, and for the prompt and complete performance of all terms and conditions of the Lease through and including the Termination Date; (b) 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 surrender the Premises as soon thereafter as is reasonably possible to their Landlord no later than the Termination Date in the 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 which the Premises are so repaired, is required to be delivered to Landlord upon the Base Rent expiration of the Term; (and each installment thereofc) and the Additional Rent if Tenant shall xxxxx remain in proportion to the floor area of so much, if any, possession of the Premises beyond the Termination Date, then Tenant shall be a tenant holding over as is rendered substantially unusable by provided in the Lease; and (d) all obligations of the parties which would survive the expiration of the Lease shall also survive the early termination of the Lease. In the event Tenant by does not provide Landlord with the required notice set forth in the second sentence of this Section 4 within the time period contained therein, this Termination Option will be deemed null and void, and the Lease shall continue in full force and effect without giving any effect to this paragraph. In such damage or destruction. If during event, Tenant shall be fully obligated under the Lease for the remainder of 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 and shall have the 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 no right of termination under 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)paragraph.

Option to Terminate. If during Provided that the Term either the Premises or any portion Tenant in use and occupation of all of the Building Leased Premises is Navarre Corporation or the Project are substantially damaged or destroyed by fire or other casualtya 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 Landlord Tenant shall have the an 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 (the “Option to Terminate”) effective on such date falling between March 1, 2012 and February 28, 2013, both inclusive (the “Effective Termination Date”), as of the date specified in such notice (which date shall not may be earlier than the thirtieth (30th) day after such notice is given). On such termination, elected by the Tenant shall pay in accordance with this section. This Option to Terminate is conditional upon the Tenant delivering to the Landlord all Base Renta written notice (the “Termination Notice”) electing to exercise the same, 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 which Termination Notice must be received 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 date which is six (6) months from prior to the Effective Termination Date. The Termination Notice: (i) shall specify an effective termination date that shall be at least six (6) months following the date of that the casualty Termination Notice is delivered to completethe Landlord; and (ii) shall be accompanied by a lease termination fee payable to the Landlord in an amount equal to six (6) months gross Rent (the “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 the Tenant shall have the option (which it may exercise by giving written notice thereof Termination Fee is in addition to Landlord 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 and shall not be earlier than credited against the thirtieth (30th) day after such notice is given)Rent payable pursuant to this Lease prior to the Effective Termination Date. On such termination, In the event that the Tenant shall pay fails to deliver the Termination Notice to the Landlord all Base Rentprior to November 1, Additional Rent 2012 accompanied by the Termination Fee, then the Option to Terminate shall not be effective and other sums shall no longer be available to the Tenant. The Tenant covenants and charges payab1e agrees that if the Termination Notice and the Termination Fee are delivered by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).Landlord, as aforesaid, then the following shall apply:

Option to Terminate. If during Tenant shall have a one-time right to terminate the Term either Lease prior to the Premises or any portion Expiration Date, such early termination to be effective at the end of the Building or third Lease Year (the Project are substantially damaged or destroyed by fire or other casualty“Early Termination Date”), in accordance with, and subject to, the provisions of this Section 44. In order to exercise such option to terminate (a) Tenant must give Landlord written notice of termination (“Early Termination Notice”) at least nine (9) months prior to the Early Termination Date, and (b) 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 this Lease. Tenant must pay to Landlord in full ninety (90) days prior to the Early Termination Date, an amount equal to the sum of (A) the unamortized amount of Landlord’s transaction costs relating to this Lease which shall have solely include the option cost and expense of the Initial TI Allowance, legal fees and brokerage commissions paid by Landlord incurred in connection with Tenant’s early termination of the Lease, plus (which B) interest on all of the foregoing such costs calculated at eight percent (8%) per annum from the date incurred to the Early Termination Date. If Tenant shall exercise its early termination right as set forth above, Tenant agrees to continue 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 (Tenant acknowledges that it may exercise by giving written notice thereof receive invoices after the Early Termination Date for charges that accrued to and including the Early Termination Date but were not capable of being calculated on or before the Early Termination Date, and Tenant agrees that it shall promptly pay such invoices within sixty (60) 30 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 terminationreceipt thereof). If the Landlord does not terminate Term of this Lease pursuant to this sectionis thus terminated, the Landlord Tenant shall restore surrender the Premises as soon thereafter as is reasonably possible to their condition Landlord on the date of completion of Landlord’s Work, taking into account any delay experienced Early Termination Date in the condition required by the Landlord in recovering Lease as if the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until Early Termination Date were 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 scheduled expiration date of the casualty to complete, the Tenant shall have the 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 Term of 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Lease.

Option to Terminate. If during the Term either the Demised Premises or any portion of the Building or the Project are substantially damaged or destroyed in whole or in part by fire or other casualtycasualty at any time during the last two (2) years of either the original Lease Term or either Option Term (if validly exercised by Tenant), the then Landlord shall have the may, at Landlord's option (which it may exercise exercised by giving written notice thereof to the Tenant within sixty ninety (6090) days after the date on which of such damage or destruction occurs) casualty, elect to terminate this Lease, in which event Tenant shall pay to Landlord, as and when the same becomes due and payable, all Rent and other charges payable under this Lease which would otherwise have been payable up to the effective date of such termination. Upon the service of such notice, this Lease shall cease and terminate as of the date specified for such termination in such notice (with the same force and effect as if such date were the date originally fixed for the expiration of the Lease Term. As to any items of Additional Rent or other charges payable under this Lease which date are not then capable of ascertainment, Tenant covenants and agrees to pay to Landlord an amount equal to such Additional Rent or other charges payable under this Lease as and when the 386804.5 same becomes determined, or in case any such item shall not be earlier than the thirtieth (30th) day after such notice is given). On such terminationrelate to Liens, the Taxes or Charges, Tenant shall pay to Landlord an amount or amounts thereof as and when the Landlord all Base Rent, Additional same become due and payable. The covenants and agreements with respect to the adjustment and payment of these items of Rent and other sums and charges Taxes, Liens and/or Charges payable by under this Lease shall survive the Tenant hereunder and accrued through such date (as justly apportioned expiration of the Lease Term. If this Lease is terminated pursuant to the date provisions of such termination). If this Section 21.4, none of 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 insurance proceeds payable in recovering the proceeds of any insurance policy payable on account respect of such damage or destruction shall be payable to Tenant in of an amount equal to the unamortized cost of the Tenant Improvements. Any proceeds in excess of such amount shall be paid to or retained by, and in obtaining any necessary permits. Until the Premises are so repairedas, the Base Rent (and each installment thereof) and the Additional Rent shall xxxxx in proportion to the floor area property 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Landlord.

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 Tenant 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) one-time right to terminate this Lease (the “Early Termination Right”) effective as of the date specified which is two (2) years prior to the scheduled Expiration Date of this Lease in such notice accordance with the provisions of this Article 37 (which date shall not be earlier than the thirtieth (30th) day after such notice is given“Early Termination Date”). 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 option (which it may exercise right, by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage or destruction occurs) “Early Termination Notice”), to terminate this cause the Lease Term to expire as of the date specified 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 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 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 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 (ii) the Early Termination Payment referenced in such notice (which date this Article 37 shall not be earlier than restrict or limit in any manner whatsoever Landlord’s rights and remedies hereunder, at law or in equity, in 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 payab1e event of an Event of Default by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Tenant.

Option to Terminate. If during (a) Tenant’s one-time option to terminate the Term either the Premises or any portion Lease set forth in Section 8.3 of the Building or Lease shall remain unchanged, except as follows: (i) the Project are substantially damaged or destroyed by fire or other casualtyEarly Termination Date shall be the second (2nd) anniversary of the Additional Space Term Commencement Date, (ii) the Termination Notice must be provided to Landlord shall have at least nine (9) months prior to the second (2nd) anniversary of the Additional Space Term Commencement Date, (iii) the option to terminate may be, at Tenant’s sole discretion, for (which it may exercise a) the Leased Premises (the Current Space and the Additional Space combined), (b) the Current Space only and not the Additional Space, and (c) the Additional Space only and not the Current Space, (iv) the Early Termination Fee shall be calculated as the sum of the following: (x) the Unamortized Portion of the costs incurred by giving written notice thereof Landlord for the tenant improvements applicable to the Tenant within sixty Current Space if the Current Space is being terminated (60) days after costs incurred by Landlord for the date on which such damage or destruction occurs) tenant improvements applicable to terminate this Lease as of the date specified in such notice (which date Additional Space shall not be earlier than included as part of the thirtieth Early Termination Fee if the Additional Space is being terminated), (30thy) day after such notice is given). On such terminationthe Unamortized Portion of all other costs incurred by Landlord in making the space being terminated available to Tenant and performing its obligations under the Lease and this Amendment, or in connection with negotiating and entering into the Lease and this Amendment, as the case may be (including, without limitation, leasing commissions and attorney’s fees) (collectively, the Tenant shall pay “Capitalized Lease Costs”), and (z) an amount equal to three (3) months’ Rent applicable to the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date space being terminated (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 casualtySpace, or the repairs are estimated by Current Space, or both, as the case may be). (b) Should Tenant terminate as to the Additional Space or the Current Space only, Tenant and Landlord to require more than six shall promptly enter into a lease amendment adjusting the definition of Leased Premises, Rentable Area, Tenant’s Proportionate Share (6Building) months from the date and Tenant’s Proportionate Share (Project), Parking, and other affected provisions of the casualty to completeLease (including this Amendment) shall be adjusted as well; provided, however, that Base Rent for the Tenant space not being terminated (either the Current Space or the Additional Space) shall have remain unchanged and shall be as set forth in the option Lease (which it may exercise by giving written notice thereof to Landlord within sixty for the Current Space) or this Amendment (60) days after for 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such terminationSpace).

Option to Terminate. If during the Term either the Premises or any portion 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 building or (2) decides to close its Massachusetts office., then, provided (i) that Tenant is not, at the Project are substantially damaged date of the exercise of the option granted hereby or destroyed by fire 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 other casualtysublet the Premises, so that the Landlord original Tenant named herein remains in occupancy of the Premises, that Tenant shall have the option right, on the date which is forty-two (which it may exercise by giving written notice thereof to the Tenant within sixty (6042) days months after the date on which such damage or destruction occurs) Term Commencement Date (the "Termination Date"), to terminate this Lease by Tenant giving Landlord notice (the 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. If Tenant exercises its termination option as aforesaid, then this Lease shall terminate as of the date specified in such notice (which date shall not be earlier than Termination Date without further liability on the thirtieth (30th) day after such notice is given). On such terminationpart of either Landlord or tenant, the provided, however, that Tenant shall pay to the Landlord all Base RentLandlord, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date (as justly apportioned a condition 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, effectiveness of the Premises as is rendered substantially unusable by Termination Notice, a payment (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 "Termination Payment") equal to require more than six (6) months from the date of the casualty 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 completeexercise the Option to Terminate on the Termination Date, then the Option to Terminate shall expire and cannot be excised on a later date. If Tenant shall have exercises this Option to Terminate because of its intention to close its Massachusetts office then the option (which it actual closing date, of the office, must be the same as the Termination Date of this Lease. If Tenant exercises this Termination Option because Tenant requires additional office space and Landlord cannot provide the additional space, then Tenant must enter into a lease, for the required larger space, at another location under the same terms and conditions as its current Lease except that the Demised Premises and Basic Rent may exercise by giving written notice thereof to Landlord within sixty (60) days after be more than the date on which such damage or destruction occurs) to terminate then Basis Rent required under 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Agreement.

Option to Terminate. If during fire or other casualty shall render the Term either the Premises whole or any material portion of the Building or Demised Premises unsuitable for the Project are substantially damaged or destroyed by conduct of Tenant's normal business operations thereon, but the Demised Premises could commercially reasonably be restored to its condition immediately prior to such casualty within two hundred ten (210) days from the date of such event, Landlord shall promptly commence and diligently pursue to completion the repair and restoration of the Demised Premises to their condition prior to the fire or other casualtycasualty and complete such work promptly but, the Landlord shall have the option in any event, within such two hundred ten (which 210) day period (subject to Force Majeure) and notify Tenant that it may exercise by giving written will be doing so, such notice thereof to the Tenant be mailed within sixty thirty (6030) days after from the date on which of such damage or destruction occursdestruction, and this Lease shall remain in full force and effect. If the Demised Premises cannot commercially reasonably be expected to be made tenantable within two hundred ten (210) days from the date of such event, Landlord or Tenant, by notice in writing to the other, mailed within thirty (30) days from the date of such damage or destruction, may terminate this Lease as of effective upon a date which is thirty (30) days from the date specified in of such notice (which date shall not be earlier than notice. In the thirtieth (30th) day after such notice is given). On event of such termination, the (i) Tenant shall pay to Landlord (or its Mortgagee, as their interests may appear) all proceeds received by Tenant from casualty insurance policies required to be carried by Tenant under this Lease and attributable to the Landlord Landlord's Improvements, and (ii) all Base Rent, Additional Rent unearned rent and other sums and charges payable by paid in advance shall be refunded to Tenant. In the Tenant hereunder and accrued through such date (as justly apportioned event Landlord elects to the date of such termination). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall rebuild or restore the Demised Premises as soon thereafter as is reasonably possible and fails to their condition on complete said restoration or repairs within the date of completion of Landlord’s Worktime period set forth hereinabove, taking into account any delay experienced by the Tenant may, upon thirty (30) days written notice to 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 given within two hundred twenty (and each installment thereof220) 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 days from the date of casualty, terminate the casualty to complete, Lease and said Lease shall terminate unless Landlord completes the Tenant shall have the option restoration or repair within said thirty (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 this Lease as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th30) day after such notice is given). On such terminationperiod, in which case the Tenant shall pay to the Landlord all Base Rent, Additional Rent Lease will remain in full force and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)effect.

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 Tenant shall have the a one time 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 effective as of March 31, 2016 (the date specified in such notice (which date shall not be earlier than “Termination Date”), upon the thirtieth (30th) day after such notice is given)terms and conditions provided herein. On such termination, the Tenant shall pay exercise such right 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 terminate upon delivery 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 option (which it may exercise by giving a written notice thereof to Landlord within sixty (60the “Termination Notice”) days after given not less than nine (9) months prior to the date on 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 damage or destruction occursamortization for items (i) through (iv) to terminate this Lease 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 specified 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 such default under this Lease beyond applicable notice (which date shall and cure periods. The Termination Notice may not be earlier than modified or withdrawn by Tenant after delivery thereof to Landlord. In addition to the thirtieth (30th) day after such notice is given)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. On such terminationUpon an exercise by Tenant of the right to terminate in accordance with the provisions hereof, the Tenant Termination Date shall pay be deemed to be the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by New Expiration Date of the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Lease.

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 Tenant shall have the option (which it may exercise by giving written notice thereof option, to the Tenant within sixty (60) days after the date on which such damage or destruction occurs) be exercised as hereinafter provided, to terminate this Lease effective as of January 31, 2014 (the “Termination Date”), subject to the terms and conditions hereinafter set forth. (a) Tenant’s option to terminate this Lease shall be exercised, time being of the essence, by written notice to Landlord given on or before January 31, 2013 (the “Latest Termination Exercise Date”). If Tenant fails to so timely exercise its termination right as described in the preceding sentence, then Tenant shall be deemed to have waived such right, and this Article 31 shall thereupon be deemed null and void. Fifty percent (50%) of the Termination Fee (as hereinafter defined) shall be due from Tenant to Landlord on or before the date Tenant so exercises its termination option, hereunder, and the remaining balance of such Termination Fee shall be due on or before the Termination Date, and each such payment shall (at Landlord’s option, at its sole discretion), be an express condition to the effectiveness of Tenant’s early termination election hereunder. Payment of the Termination Fee shall be made in cash or by check or by wire transfer of readily available funds. “Termination Fee” shall mean the “Unamortized Demised Premises Space Costs” (as hereinafter defined). For purposes hereof, “Unamortized Demised Premises Space Costs”, shall be determined for each portion of the Demised Premises being demised hereunder as of the date specified in such Tenant delivers its termination notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such terminationincluding, without limitation, the initial Demised Premises and any First Offer Space and Expansion Space leased by Tenant hereunder), and shall pay mean an amount calculated in each instance by determining the outstanding principal balance of a loan as of the Termination Date, which loan has (A) an original principal balance equal to the amount of all rent abatements, tenant improvements costs, allowances, concessions (including, without limitation, the One Time Existing Lease Payment described in Article 33 below) and brokerage commissions given or incurred by Landlord all Base Rentand directly associated with the lease of the then Demised Premises (which loan shall be deemed to have been made and disbursed as of the Commencement Date, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date (as justly apportioned it relates to the date of such termination). If the Landlord does not terminate this Lease pursuant to this sectioninitial Demised Premises, the Landlord shall restore the Premises and 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 respective rent commencement date for each additional portion of the Building or then Demised Premises), (B) an interest rate of nine percent (9%) per annum, (C) a term and full amortization period equal to 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 scheduled initial Term of the casualty to completeLease for each portion of the Demised Premises (i.e., the Tenant shall have the option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days meaning from and after the Commencement Date, as it relates to the initial Demised Premises, and from and after the respective rent commencement date on which for any additional space then included as part of the Demised Premises, and in any such damage or destruction occurscase, through the expiration of the initial Term of this Lease), and (D) to terminate this Lease payments of principal and interest made, in equal monthly installments, with interest paid in arrears, and assuming that the first payment was made 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 terminationCommencement Date, the Tenant shall pay as it relates to the Landlord all Base Rentinitial Demised Premises, Additional Rent and other sums and charges payab1e by as of the Tenant hereunder and accrued through such respective rent commencement date (for any additional space then included as justly apportioned to part of the date of such termination)Demised Premises.

Option to Terminate. If during Subject to the Term either terms of this Section XII, Tenant will have a one-time option to terminate and cancel the Premises Amended Lease (the “Termination Option”), effective as of November 30, 2022 (the “Termination Date”), by delivering to Landlord, on or any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualtybefore November 30, the Landlord shall have the option (which it may exercise by giving 2021, written notice thereof of Tenant’s exercise of its Termination Option (the “Termination Notice”). As a condition to the 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 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 must timely pay to Landlord cash (or its equivalent) in the Landlord all Base Renttotal amount of Nine Hundred Forty-Four Thousand Three Hundred Twelve and 83/100 Dollars ($944,312.83) (the “Termination Consideration”), Additional Rent and other sums and charges payable by which amount comprises the Tenant hereunder and accrued through such date following items: (as justly apportioned a) an amount equal to the date unamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the rate 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 7% per annum) cost of Landlord’s Work, taking into account any delay experienced by the Landlord in recovering amount of 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 repairedSpace Planning Allowance utilized for Space Planning, the Base Rent (and each installment thereof) amount of the Allowance utilized for the Tenant Improvements, and the Additional Rent shall xxxxx in proportion amount of the 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 rate of 7% per annum) brokerage commission paid or payable by Landlord with respect to this Amendment; plus (c) an amount equal to the floor area unamortized (i.e., amortized on a straight line basis over the Extended Term with interest at the rate of so much7% per annum) Abated Amount. One-half (1/2) of the Termination Consideration 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 provisions regarding surrender of the Existing Premises, all of which must be accomplished on or before the Termination Date, then the Amended Lease will terminate as of midnight, Arizona Time, on the Termination Date. Notwithstanding the foregoing, if any, of Tenant elects to lease any space pursuant to Section XI above or otherwise adds any additional space to the Existing 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 following the date of the casualty to completethis Amendment, the Tenant Termination Option shall have the option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage be deemed void and of no further force 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)effect.

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 casualtyNYCEDC may, the Landlord shall have the option (which it may exercise by giving written at its option, give a 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 Agreement to [SELECTED RESPONDENT] at any time within 30 days after such notice is given)for the request to consent to an assignment has been given by [SELECTED RESPONDENT] to NYCEDC and the 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 NYCEDC and thereupon, both the Notice for Consent to Assignment by [SELECTED RESPONDENT] and the notice to terminate by NYCEDC shall be deemed null and void. On such terminationIf [SELECTED RESPONDENT] does note timely revoke the Notice for Consent to Assignment and rescind the request for an assignment and NYCEDC exercises its option to terminate this Agreement in accordance with this Section 10.10 entitled “Assignments”, the Tenant Term of this Agreement shall pay to the Landlord all Base Rent, Additional Rent end 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 expire on the date of completion of Landlordthat 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 set forth in the [SELECTED RESPONDENT]’s WorkNotice For Consent To Assignment were the Expiration Date originally set forth in the Agreement. [SELECTED RESPONDENT] shall vacate the Advertising Areas on or before such date, taking into account any delay experienced by and the Landlord in recovering Fees shall be paid and apportioned to such date. All amounts payable to NYCEDC hereunder shall be paid simultaneously with the proceeds execution of any insurance policy payable on account instrument confirming the termination 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 Agreement as to the floor area of so muchAdvertising Areas contemplated hereby. Notwithstanding anything in this subsection or elsewhere in this Agreement, if any, of this Option to Terminate by NYCEDC shall not apply when the Premises as party that 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 option (which Agreement assigned to it may exercise as set forth in the Notice For Consent To Assignment is an assignment by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage merger, consolidation, purchase of a majority of assets, transfer of a majority of stock or destruction occurs) to terminate this Lease as of the date specified joint venture or partnership interests 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 payab1e [SELECTED RESPONDENT] by the Tenant hereunder and accrued through such date (as justly apportioned to the date operation of such termination)law or otherwise.

Option to Terminate. If during a. In the Term either the Premises or any portion event that as of the Building or last day of the Project are substantially damaged or destroyed by fire or other casualtyfourth (4th) lease year of the Initial Term Tenant shall desire to expand the Demised Premises and there shall not be sufficient available space in the Building, then Tenant, in consideration for payment to the Landlord of the "Option Termination Payment" (defined below), 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, which termination shall be effective upon the last day of the fifth (5th) lease year of the Initial Term ("Termination Option"). The Termination Option shall be expressly conditioned upon Tenant, up to the time of the last day of the fifth (5th) lease year of the Initial Term, having fully and timely complied with all of its monthly rental obligations under this Lease and Tenant not having committed a breach or default of any of its other obligations under this Lease, through and including the last day of the fifth (5th) lease year of the Initial Term. b. The Termination Option is exercisable by Tenant, if at all, only in strict compliance of the aforesaid conditions and by giving Landlord written notice of its election to terminate this Lease, together with a payment in cash, certified check or attorney's trust account check, equal to the Option Termination Payment not later than three hundred sixty five (365) days prior to the last day of the fifth (5th) lease year of the Initial Term, time being of the essence. Strict compliance with the conditions of the Termination Option and the exercise thereof is deemed material to the parties. Tenant's failure to timely exercise this Termination Option shall be deemed a waiver by Tenant of this Termination Option. c. In the event Tenant timely exercises this Termination Options in accordance with Section (b) above, termination of this Lease shall be deemed effective as of the date specified in such notice last day of the fifth (which date shall not be earlier than 5th) lease year of the thirtieth (30th) day after such notice is given)Initial Term. On such termination, the If Tenant shall fail to timely vacate the premises, Tenant shall be deemed to be "holding over" without Landlord's consent and shall pay to double the Landlord all Base Rent, Additional Rent and other sums and charges payable by rent due for each day beyond 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, last day of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty percent fifth (50%), 5th) lease year 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 Initial Term during which Tenant shall have occupy the 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 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)Demised Premises. On such termination, the Tenant shall pay also be liable for consequential damages if Tenant fails to timely vacate the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Demised Premises. d. The Option Termination Payment shall be $31,098.62.

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 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 (180) days prior written notice of its exercise of said option to terminate. If during Tenant exercises its option to terminate, then in such case the Term either 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 any portion before the effective date of termination (the "Early Termination Date") and comply with all terms and conditions of the Building or the Project are substantially damaged or destroyed by fire or other casualtyLease, including without limitation, the payments of all rentals, up to the Early Termination Date. In the event Tenant fails to pay the Early Termination Fee and/or fails to surrender possession of the 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 its terms. Upon receipt of Tenant's notice of its exercise of the option to terminate, Landlord shall have the option (which it may exercise by giving written notice thereof right 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 show 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)prospective tenants.

Option to Terminate. (i) If during the Term either the Premises or any portion of the Building or the Project Improvements 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 extent that Landlord determines that the same cannot, with reasonable diligence, be fully repaired or restored by Landlord within sixty one hundred twenty (60120) days after the date on which such of the damage or destruction occurs) destruction, the sole right of Landlord and Tenant shall be the option to terminate this Lease as of the date specified in such notice (which date hereinafter provided; provided, however, Tenant shall not have the right to terminate this Lease unless Landlord determines that the Premises cannot be earlier than the thirtieth so repaired or restored within such one hundred twenty (30th120) day period of time. Landlord shall determine whether the Improvements can be fully repaired or restored within the one hundred twenty (120) day period, and Landlord’s determination shall be conclusive on Tenant. Landlord shall notify Tenant of its determination, in writing, within thirty (30) days 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 Landlord determines that the Term either fifty Premises, can be fully repaired or restored within the one hundred twenty (120) day-period, or if it is determined that such repair or restoration cannot be made within said period but no party having the right to do so elects to terminate within thirty (30) days from the date of said determination, this Lease shall remain in full force and effect and Landlord shall diligently repair and restore the damage as soon as reasonably possible. If Landlord undertakes restoration of the Premises, but does not complete restoration within one hundred twenty (120) days, Tenant shall have the right to terminate this Lease by deliver of written notice to Landlord; provided that if Landlord completes restoration within fifteen (15) days of Tenant’s termination notice, Tenant’s termination shall be deemed withdrawn. (ii) If more than ten percent (5010%), ) of the Premises rendering the Premises untenantable, any portion of the Building or the Project Improvements are substantially damaged or destroyed by fire or other casualty, or during the repairs are estimated by the Landlord to require more than last six (6) months from the date of the casualty to completeTerm, the either of Landlord or Tenant shall have the 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 this Lease as by delivering written notice of the date specified in such notice termination within thirty (which date shall not be earlier than the thirtieth (30th30) 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to days from the date of such termination)casualty occurrence.

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 44.01 Provided Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate is not in default under this Lease Agreement at any time from and including the day Tenant gives notice to Landlord 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 required below through such date (as justly apportioned to the date of such termination). If the Landlord does not terminate this Lease termination pursuant to this sectionArticle, 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 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 this Lease as Agreement on the first day of the forty third (43rd) month of the Second Extended Term of this Lease Agreement ("Termination Date") by: (a) giving Landlord written notice of termination pursuant to this Section; and (b) paying to Landlord, as liquidated damages for the early termination of this Lease Agreement, an amount equal to _________ the Additional Space Liquidated Damages defined below (if applicable); no later than nine (9) months prior to said Termination Date. 44.02 Time is agreed to be of the essence with respect to the above notice and all payment requirements, and any attempt by Tenant to terminate this Lease Agreement at a time or in a manner that is not in strict compliance with the foregoing requirements shall be null and void and of no effect unless Landlord waives the deficiency in writing. If Tenant elects to terminate in accordance with the foregoing, this Lease Agreement shall come to an end at 11:59 P.M., local time, on the day immediately preceding such Termination Date, as if such date specified were the expiration date of this Lease Agreement 44.03 This Article and Tenants Option to Terminate shall be personal to the Tenant herein named Kaiser Ventures, LLC and shall be immediately null and void and of no effect if such original Tenant assigns this Lease Agreement with or without Landlords consent in such notice accordance with Article 18 hereof. 44.04 In the event that Tenant obtains any additional space (which date shall not be earlier than "Additional Space") during the thirtieth (30th) day after such notice is given). On such terminationSecond Extended Term of this Lease Agreement pursuant to an express provision of this Lease Agreement or otherwise, the Tenant shall pay to the Landlord all Base Rent, additional space liquidated damages ("Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned Space Liquidated Damages") in an amount equal to the date unamortized amount as of such termination)the Termination Date of the sum of the following costs related to the Additional Space: (iii) The dollar value of any rent concessions, including but not limited to any "free rent" provided in connection with said Additional Space. All of the foregoing costs shall be amortized on a straight line basis over the remaining Second Extended Term of this Lease Agreement. Tenant shall pay the Additional Space Liquidated Damages to Landlord concurrently with Tenant's written notice of termination pursuant to this Section.

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 Lessee shall have the option (which it may exercise by giving written notice thereof right to terminate this Lease with respect to the Tenant within sixty applicable Property by notice (60the "Termination Notice") given to Lessor not later than thirty (30) days after the Total Condemnation or Total Casualty, as applicable. The Termination Notice must: (1) specify a date on which such damage or destruction occurs) to terminate this Lease as of the date specified in with respect to such notice (Property shall terminate, which date shall be the last day of a calendar month occurring not be earlier than the thirtieth one hundred twenty (30th120) day after such notice is given). On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent days and other sums and charges payable by the Tenant hereunder and accrued through such date not later than one hundred fifty (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 option (which it may exercise by giving written notice thereof to Landlord within sixty (60150) days after the date on which such damage or destruction occurs) to terminate this Lease as delivery of the date specified in such notice (the "Early Termination Date"); (2) contain a certificate executed by an officer or legal counsel of Lessee which date (I) describes the Total Condemnation or Total Casualty, and (II) represents and warrants that either all of such Property has been taken, or that substantially all of such Property has been taken and Lessee has determined in good faith that the restoration and continued use of the remainder of such Property as a Flying J Facility would be uneconomic, or that all or substantially all of such Property has been damaged or destroyed and Lessee has determined in good faith that the restoration and continued use of such Property as a Flying J Facility would be uneconomic; and (3) if the Early Termination Date shall not occur prior to the commencement of any Extension Options which may be earlier than exercised pursuant to Section 3, contain either (I) an irrevocable rejectable written offer (the thirtieth "Rejectable Offer") of Lessee to purchase Lessor's interest in such Property and in the Net Award for such Total Condemnation or Total Casualty, as applicable, on the Early Termination Date for a purchase price equal to the Stipulated Loss Value (30thas defined below) day after for such notice is given)Property; or (II) a Rejectable Substitution Offer to substitute a Substitute Property satisfying the applicable requirements of Section 55 for such Property and Lessor's interest in the Net Award. On such terminationAs used herein, the Tenant term "Stipulated Loss Value" shall pay mean the product of the percentage specified on Exhibit C attached hereto which corresponds to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e Early Termination Date multiplied by the Tenant hereunder and accrued through Lessor's Total Investment for such date (as justly apportioned to the date of such termination)Property.

Option to Terminate. If during the Term either (1) the Premises are rendered wholly untenantable or damaged as a result of any portion of cause which is not covered by Landlord's actual insurance or Landlord's required insurance under Section 17.3(b); (2) the Building or the Project Premises are substantially damaged or destroyed by fire to the extent of twenty-five percent (25%) or other casualtymore of the cost of replacement during the last two (2) Lease Years of the Term; (3) the Premises are damaged or destroyed in whole or in part during the 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, the then in any of such events, Landlord shall have the option (which it may exercise elect to terminate this Lease by giving written to Tenant notice thereof to the Tenant of such election within sixty ninety (6090) days after the date on which occurrence of such damage event and, in the case of clause (2) or destruction occurs) 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 specified in of such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such terminationnotice, the Tenant shall pay to the Landlord all Base Rent, Additional and Fixed Minimum Rent and other sums Additional Charges shall be equitably abated until and charges payable by the Tenant hereunder and accrued through such date (adjusted as justly apportioned to of the date of such termination). If Notwithstanding the foregoing provisions, Landlord does shall not terminate this Lease solely pursuant to clause (4) of this sectionSection 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 if at the time Tenant received notice of such termination Tenant's option to extend the Term of this Lease under Section 9.5 may still be validly exercised, then Tenant may nullify Landlord's termination notice, and require Landlord shall restore to repair the Premises as soon thereafter as is reasonably possible to their condition on the date in accordance with Section 22.1, by exercising such option by giving Landlord written notice of completion such exercise within thirty (30) days after Tenant's receipt of Landlord’s Work, taking into account 's notice of termination. Tenant hereby waives any delay experienced by the Landlord in recovering the proceeds statutory rights of any insurance policy payable on account termination which may arise out of such damage partial or total 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 which Landlord 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 obligated to require more than six (6) months from the date of the casualty to complete, the Tenant shall have the 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)restore.

Option to Terminate. If during In the Term either event (a) the Premises are damaged by fire, explosion or other casualty insured under the fire and extended coverage insurance policy required hereunder (an "Insured Casualty") to the extent that such damage materially adversely affects Tenant's ability to use the Premises for its business purposes and the Premises cannot be or is not repaired, replaced and restored by Landlord within 6 months from the date of the casualty, (b) the Premises are damaged by a casualty or occurrence other than an Insured Casualty, and Landlord elects not to rebuild at its cost, (c) such damage occurs at any time within the last twelve (12) months of the Lease Term, or (d) the Premises or any portion of the Building or the Project are substantially thereof, is damaged or destroyed by fire fire, explosion or other casualtycasualty and the Premises cannot be repaired, rebuilt or restored to substantially the Landlord shall have same or similar condition, under any applicable law, code, ordinance or other governmental order or under any other agreement to which the option Premises are subject (which it a "Prohibited Casualty"), then in such event, Tenant may exercise terminate this Lease by giving Landlord written notice thereof of termination. In any such event, all Rent payable hereunder shall be apportioned to the Tenant within sixty (60) days after the date on which of such damage or destruction occurs) and Landlord shall be entitled to receive and retain all insurance proceeds relating to the Building Elements payable by reason of such occurrence. Insurance proceeds relating to the Tenant Equipage payable by reason of such occurrence shall be paid to and be the property of Tenant. Tenant shall also have the right and option 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 if the holder of any necessary permits. Until mortgage covering the Premises are so repaired, refuses to make the Base Rent (net insurance proceeds available for restoration and each installment thereof) and the Additional Rent Landlord also refuses to provide such funds. Such option shall xxxxx in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable be exercised 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 option (which it may exercise by giving written notice thereof to Landlord within sixty (60) 30 days after Landlord notifies Tenant that the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall funds will 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)available.

Option to Terminate. If during FHLBank shall have, and is hereby granted, the Term either option to terminate the Premises or Issuer’s interest in the Lease at any portion time prior to the expiration of the Building or term of this Lease Agreement upon payment and discharge of all Bonds pursuant to Article X of the Project are substantially damaged or destroyed by fire or other casualty, the Landlord Bond Indenture. To exercise such option FHLBank shall have the option (which it may exercise by giving give written notice thereof to the Tenant within sixty (60) days after Issuer and to the Bond Trustee, if any of the Bonds shall then be unpaid or provision for their payment shall not have been made in accordance with the provisions of the Bond Indenture, and shall specify therein the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (termination, which date shall be not be earlier less than 15 nor more than 45 days from the thirtieth (30th) day after date such notice is given)mailed. On such terminationThe termination fee payable by FHLBank in the event of its exercise of the option granted in this Section shall be the sum of the following: (a) the full amount which is required to provide the Issuer and the Bond Trustee with funds sufficient, in accordance with the Tenant shall terms of the Bond Indenture, to pay at maturity or to redeem and pay in full (A) the principal of all of the Outstanding Bonds, (B) all interest due thereon to date of maturity or redemption, which ever first occurs, and (C) all costs, expenses and premiums incident to the Landlord all Base Rentredemption and payment of the Bonds in full, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date and (as justly apportioned b) an amount of money equal to the date of such termination). If Issuer’s, Bond Trustee’s and Paying Agent’s fees and expenses under the Landlord does not terminate Bond Indenture and this Lease pursuant Agreement accrued and 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 accrue until 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, redemption 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Bonds.

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 Tenant shall have the option right to terminate this Lease, effective as of the last day of the tenth (which it may exercise 10th) Lease Year (the “Termination Effective Date”), by giving written notice thereof to Landlord of 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, a termination fee (the “Termination Fee”) shall automatically become due from Tenant to Landlord in an amount equal to 100% of the 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 sixty the Building of 118,031 rentable square feet and the terms of Exhibit “D”, the Termination Fee payable on the Termination Effective Date (60the last day of tenth (10th) Lease Year after the Commencement Date) would be $3,418,739. In the event that Tenant exercises its termination option pursuant to this Section 3.4, Tenant shall pay to Landlord the Termination Fee on or before the Termination Effective Date. In the event that the Termination Fee is not timely paid by Tenant, Landlord shall provide Tenant with not less than ten (10) days after written notice of such failure to pay, and if Tenant does not thereafter pay the date on which same within such damage or destruction occursten (10) day period, Tenant’s right to terminate this Lease as in accordance with this Section 3.4 shall be deemed void, invalid and 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 terminationno force or effect, 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 shall continue in full force and effect without regard 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Section 3.4.

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 Tenant shall have the option one-time right (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“Termination Option”) to terminate this Lease on the last day of the eighty fourth (84th) month of Lease Term (“Termination Date”), upon the following terms and conditions (and if such terms and conditions are not fully satisfied, the Termination Option shall be null and void with no further force and effect): (a) Tenant shall give Landlord written notice (the “Termination Notice”) of Tenant’s election to exercise the Termination Option on or before nine (9) months prior to the Termination Date. The termination shall be effective as of the Termination Date. (b) There is no Event of Default beyond any applicable cure period by Tenant either on the date that Tenant exercises the Termination Option, or at any time prior to the Termination Date; and (c) With the delivery of the Termination Notice, Tenant shall pay to Landlord an amount equal to five (5) months of the Base Rent that would have been due for the five (5) month period after the Termination Date. In the event Tenant timely and properly exercises the Termination Option, the term of the Lease shall terminate effective as of the Termination Date. Basic Monthly Rent and all other monetary obligations under the Lease shall be paid through and apportioned as of the Termination Date, and neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Lease, after the Termination Date, except for such rights and liabilities which, by the terms of the Lease are obligations of the Tenant or Landlord which expressly survive the expiration of the Lease. The Termination Option shall automatically terminate and become null and void upon (i) the failure of Tenant to timely or properly exercise the Termination Option; or (ii) Tenant’s right to possession of the Premises being terminated prior to the exercise of the Termination Option. The rights contained in this Section 2 shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant (and not any assignee, sublessee, or other transferee of Tenant’s interest in this Lease) and only if the originally named Tenant occupies at least seventy five percent (75%) of the Existing Premises as of the date specified it exercises the Termination Option in such notice (which date accordance with the terms of this section. Notwithstanding the foregoing, Tenant’s subsidiaries and Affiliates shall not be earlier than also have the thirtieth (30th) day after such notice is given)right to exercise the Extension Options. On such terminationFor purposes of this provision, the Tenant term “Affiliate” shall pay to the Landlord all Base Rentmean any corporation or other entity controlling, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date controlled by, or under common control with (as justly apportioned to the date of such termination). If the Landlord does not terminate this Lease pursuant to this sectiondirectly or indirectly) Tenant, the Landlord shall restore the Premises as soon thereafter as is reasonably possible to their condition on the date of completion of Landlord’s Workincluding, 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 untenantablewithout limitation, any portion of the Building parent corporation controlling Tenant 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 any subsidiary that Tenant shall have the 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)controls.

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 option one-time right to terminate the Lease and surrender possession of the Premises at the end of the thirty-sixth (which it may exercise 36th) month following the Rent Commencement Date (the “Termination Date”) by giving providing written notice thereof to Landlord within sixty (60) days after the date on which such damage or destruction occurs) of its intent to terminate this Lease as (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 date specified $212,075.00 termination fee (the “Termination Fee”) accompanying the Termination Notice. The second installment of the Termination Fee in such notice the amount of $106,037.50 shall be due and payable on the Termination Date. The Termination Fee equals the sum of (which date shall not be earlier than a) a penalty in the thirtieth amount of $21,000.00, (30thb) day after such notice is givenunamortized 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). On At such terminationtime 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 pay 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 Landlord Termination Date, and (b) all Base Rentobligations of the parties under the Lease, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned including Tenant’s environmental indemnification of Landlord, accruing on or prior to the date that Tenant vacates the Premises or arising out of such termination)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 the Option Date or the second half installment of the Termination Fee is not delivered to Landlord on or before the 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 its terms. 28.

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 Tenant shall have the option one-time right to terminate this Lease (which it may exercise by giving written notice thereof the “Termination Option”) upon receipt of the 14th Floor TCO (the “TCO Date”), such termination to become effective on the Tenant within sixty final day of the month that is ninety (6090) days after the date on which such damage or destruction occursTermination Notice Date (as defined below) (the “Termination Date”), provided that (i) 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 date specified in such notice Termination Notice Date or as of the TCO Date, and (which date shall not be earlier than the thirtieth (30thiii) day after such notice is given). On such termination, the 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 Base Rent due to and through the Termination Date and shall surrender the Premises to Landlord on or before the Termination Date in the manner and in the condition as herein provided. Tenant shall permit Landlord or Landlord’s Related Parties (as hereinafter defined), at any time upon reasonable notice, to enter the Premises, without charge therefore to Landlord and without diminution of Rent, Additional to exhibit the same to prospective tenants after the Termination Notice Date. The Termination Fee shall not be deemed to be Rent and other sums and charges payable under the terms of the Lease, but rather shall be deemed liquidated damages 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 in consideration of Landlord’s Workagreement to terminate the Lease as herein provided. Upon termination in accordance with this Section 2(d), taking into account neither party shall have 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 obligations to the floor area other under this Lease except for those obligations that survive expiration or earlier termination 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 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 this Lease as expressly set forth in this Lease. Notwithstanding a termination of the date specified this Lease in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is givenaccordance with this Section 2(d). On such termination, the Tenant 14th Floor Agreements shall pay to the Landlord all Base Rent, Additional Rent remain unmodified and other sums in full force and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)effect.

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 Sublessee shall have the option (which it may exercise by giving written notice thereof to terminate ------------------- this Sublease, subject to the Tenant within sixty (60) days after following provisions: Sublessee shall exercise the date on which such damage or destruction occurs) option to terminate this Lease 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 specified in such notice (of termination) which date penalty 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 due 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 three months prior to the floor area of so much, if any, effective date of the Premises as is rendered substantially unusable by the Tenant by such damage or destructiontermination. If during the Term either 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, 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 not to require more than six (6) months from the date of the casualty to complete, the Tenant exceed $5,000. Sublessee shall have the option (right to conduct a search for and attempt to locate a subsequent subtenant provided that such subsequent subtenant shall be subject to the reasonable approval of Sublessor, 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 this Lease as of the date specified in such notice (which date consent shall not be earlier than unreasonably withheld. Sublessor may, in its sole discretion, direct the thirtieth (30th) day after such notice is given). On such termination, retention or retain the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (services of Xxxx Xxxx of Xxxxxxxx Xxxx as justly apportioned to the date of such termination)listing broker for any subsequent sublease.

Option to Terminate. If during (A) Lessor grants to Lessee one (1) option to terminate the Term either term of this Lease with regard to the entire Demised Premises or only, with such termination to be effective as of 11:59 p.m., December 31, 2003 (the "Termination Date"), provided that Lessee exercises such option as set forth below, and further provided that Lessee is not in default under this Lease (i) due to its failure to timely make any portion payment of Monthly Rent, of any additional rent arising under and pursuant to the provisions of the Building Section of this Lease entitled "OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES", or both, in any case after notice of such failure has been given to Lessee by Lessor as hereinafter provided in this Lease and Lessee has not timely exercised its opportunity to cure such failure as so provided, (ii) due to Lessee's bankruptcy or insolvency, (iii) due to Lessee's assignment of this Lease in contravention of the Project are substantially damaged provisions of the Section of this Lease entitled "ASSIGNMENT AND SUBLETTING", and Lessee's failure to timely cure or destroyed correct such matter after notice has been given thereof by fire Lessor, (iv) due to Lessee's subleasing of areas within the Demised Premises to any party, other than a Permitted Licensee (as hereinafter defined), in contravention of the provisions of the Section of this Lease entitled "ASSIGNMENT AND SUBLETTING", and Lessee's failure to timely cure or other casualtycorrect such matter after notice has been given thereof by Lessor, or (v) due to Lessee's having undertaken Alterations of the Demised Premises from and after January 1, 2001 in contravention of the provisions of the Section of this Lease entitled "ALTERATIONS", the Landlord value of which Alterations as reasonably estimated by Lessor are in excess Seventy Five Thousand and 00/ 100ths Dollars ($75,000.00) and Lessee's failure to timely cure or correct such matter after notice has been given thereof by Lessor (collectively items (i) through (v) being hereinafter referred to as a "Material Default"), either on the date Lessee notifies Lessor of its intent to exercise this option or at any time thereafter up to and including the Termination Date. Lessee may exercise this option only by serving on Lessor written notice of its intent to exercise this option no later than 5:00 p.m. on June 30, 2002. (B) As consideration for Lessor granting to Lessee this option to terminate the term of this Lease with regard to the Original Premises and the Additional Premises., and provided that Lessee subsequently exercises such option to terminate, Lessee shall pay to Lessor on or before thirty (30) days prior to the Termination Date a termination fee in an amount equal to the sum of (i) Four Hundred Forty-five Thousand and 00/100ths Dollars ($445,000.00) (being equal to approximately thirty percent (30%) of (a) the unamortized value of the Allowance using a straight line amortization schedule and (b) the unamortized value of leasing commissions incurred and paid by Lessor to Lessee's real estate broker in conjunction with the making of this Lease (using a straight line amortization schedule based upon a lease term of ten (10) calendar years) and (ii) the product of (a) three (3) times (b) the sum of the then applicable Monthly Rent for the Original Premises and the Additional Premises, and Lessee's then current obligation for Estimated Payments (collectively such amounts due and owing to Lessor under (i) and (ii) above being defined in the aggregate as the "Termination Payment"). The Termination Payment shall be delivered to Lessor in immediately available funds, United States of America currency. (C) If Lessee (i) is in Material Default of this Lease, (ii) fails to timely and properly give to Lessor notice of Lessee's exercise of this option to terminate as hereinabove provided, or (iii) fails to deliver the Termination Payment to Lessor no later than thirty (30) calendar days prior to the Termination Date, then Lessee shall be deemed to have waived its rights to exercise this option to terminate and the Lease shall continue in full force and effect. Lessee shall have no further option to terminate the option term of this Lease before the expiration of its natural term. (which it may exercise by giving written notice thereof D) If Lessee timely, properly and fully complies with all provisions of this Section of the Lease, then the term of this Lease shall expire as of 11:59 p.m. on the Termination Date, as if the Lease had naturally expired on such date, with each party being equally released and discharged from any obligations to observe the Tenant within sixty (60) days terms and conditions if this Lease accruing after the date on which such damage or destruction occurs) Termination Date. Lessee shall continue to terminate be liable for all rent, including Monthly Rent and additional rent accrued, including additional rent arising through application of the provisions of the Section of this Lease entitled "OPERATING EXPENSES, OPERATING COSTS AND REAL ESTATE TAXES", and accruing through the Termination Date. Lessee shall deliver possession of the Demised Premises to Lessor as of the date specified Termination Date free of any existing tenancies, subtenancies and occupancies, free and clear of personal property of Lessee and such others and in such notice broom clean condition, and with no claims (which date or threats of claims) of liens of any kind. (E) The Termination Penalty provided for in Section (B) of this Section shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay apply only with regard 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 termination of this Lease with regard to the date of such termination)Original Premises and the Additional Premises. If Lessee shall have leased any spaces in the Landlord does not terminate Building pursuant to the provisions of this Lease, and subsequently gives its notice of termination of this Lease to Lessor pursuant to this sectionSection, Lessee shall be obligated to pay to Lessor, with the Landlord Termination Penalty, as additional consideration related to the termination of this Lease with. regard to such additional space(s). The consideration for termination of this Lease with regard to such spaces shall restore be determined at the Premises as soon thereafter as is reasonably possible to their condition time Lessor and Lessee reach agreement on the date terms under which Lessee shall lease such space from Lessor and the amount of completion such termination penalty with regard to such space shall be recited in any addendum to this Lease reflecting such transaction. The termination penalty fixed for and applicable to any space so leased by Lessee shall be the sum of Landlord’s Work, taking into account any delay experienced by (i) the Landlord in recovering the proceeds unamortized value of any insurance policy payable on account tenant concessions (e.g. buildout allowances, rent abatement, etc.) granted to Lessee in conjunction with the leasing of such damage or destruction space (using a straight line amortization schedule), (h) the unamortized value of any leasing commissions incurred and paid by Lessor in obtaining any necessary permits. Until conjunction with the Premises are so repaired, the Base Rent leasing of such space to Lessee (and each installment thereof) and the Additional Rent shall xxxxx in proportion using a straight line amortization schedule based upon a lease term equivalent to the floor area of so much, if any, remainder of the Premises as is rendered substantially unusable by the Tenant by term of this Lease with regard to such damage or destruction. If during the Term either fifty percent (50%space, without consideration of any option to extend available), 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).and

Option to Terminate. If during the Term either the Premises or any portion of the Building Building, the Common Areas, the total leased area, or the Project Property are substantially damaged Substantially Damaged or destroyed 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 Substantial Damage or destruction 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). “Substantial Damage and Destruction” and “Substantially Damaged or Destroyed” shall mean serious damage or destruction rendering unusable 33% or more of the rentable square feet of the Premises, the Food Court Common Area and/or the total square footage of the Building. 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 sectionSection 15.1, the Landlord shall restore the Building and/or Premises as soon thereafter as is reasonably possible possible, but not longer than 90 days, to their condition on the date of completion of Landlord’s '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 permitspermits and, failing such, Tenant may terminate this Lease. 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 or essential operating 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).

Option to Terminate. Tenant shall have a one time right to terminate the Lease on *1 ("Early Termination Date"). 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 during all of the Term either foregoing conditions are timely satisfied by Tenant, this Lease shall terminate on the Premises 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 portion entity acquiring Tenant, to which this Lease may have been assigned. Time is of the Building or essence in the Project are substantially damaged or destroyed by fire or other casualty, the Landlord shall have the exercise of Tenant's Option to Terminate. Should Tenant fail to exercise such option (which it may exercise by giving written and deliver notice thereof to Landlord, or fail to perform any of its required obligations under this section within the Tenant within sixty time periods set forth above (60including, 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 after of Tenant's receipt of an invoice for same, Tenant shall promptly pay to Landlord the date on which such damage or destruction occursunamortized amount (factored with a ten percent annual interest rate) to terminate this Lease as of the date specified Allowance utilized by Tenant in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, construction of the Tenant shall pay to the Landlord all Base Rent, Additional Rent Leasehold Improvements and other sums any brokerage fees and charges payable commissions paid 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 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 conjunction with 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Lease.

Option to Terminate. If during (A) Subject to the Term either other provisions of this Agreement, Lessee may at any time after twenty-four calender months following date of delivery as listed on Schedule "A" upon ninety (90) days prior written notice to the Premises Lessor, terminate this lease, in accordance with the terms of this lease. Lessor agrees not to terminate this lease unless Lessee is in violation of this lease. For purposes of this agreement, the date of termination shall be the date so specified in the notice or any the date when the vehicle is permanently returned to Lessor's place of business, whichever is later. (B) In the event Lessee exercises its right of termination, Lessee shall reimburse Lessor on the date of termination or as soon thereafter as the amount can be determined, the amount of all insurance premiums, if any, license, registration, permit, or federal, state or local use charges, whether designated as fees, taxes or otherwise, and personal property taxes on or with respect to terminated vehicles to be paid by Lessor, allocable to the unexpired portion of the Building term 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 terms designated in Schedule A for which such premiums, charges and taxes may have been paid or may thereafter be payable by Lessor. (C) Termination as to any leased vehicle by either party under this agreement shall not effect this lease as to my other leased vehicle. (D) In the event of loss or damage or destruction occurs) to terminate this Lease any leased vehicle, where the cost of repairs to such vehicle is greater then the fair market value of such vehicle after repair, Lessee shall be deemed to have exercised its option to terminate, which termination shall be deemed effective as of the date specified in and time of said loss or damage. Lessor will be deemed to have elected not to sell such notice (which date vehicle after termination and shall only be entitled to receive the insurance proceeds plus Lessee deductible applicable to such vehicle. In the event that the parties cannot be earlier agree as to whether a leased vehicle has suffered loss or damage where the cost of repairs to such vehicle is greater than the thirtieth (30th) day fair market value of such vehicle after such notice is given). On such terminationrepair, the Tenant shall pay parties agree to accept the Landlord all Base Rent, Additional Rent and other sums and charges payable determination with respect to same as made by the Tenant hereunder and accrued through such date insurance company referred to in Article XII hereof. Lessor agrees to accept fair market value vs Schedule A value where referred to in this paragraph (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 thereofD) 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)only.

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 Sublessee shall have the option (which it may exercise by giving written notice thereof to terminate -------------------- this Sublease, subject to the Tenant within sixty (60) days after following provisions: Sublessee shall exercise the date on which such damage or destruction occurs) option to terminate this Lease 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 specified in such notice (of termination) which date penalty 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 due 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 three months prior to the floor area of so much, if any, effective date of the Premises as is rendered substantially unusable by the Tenant by such damage or destructiontermination. If during the Term either 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, 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 not to require more than six (6) months from the date of the casualty to complete, the Tenant exceed $5,000. Sublessee shall have the option (right to conduct a search for and attempt to locate a subsequent subtenant provided that such subsequent subtenant shall be subject to the reasonable approval of Sublessor, 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 this Lease as of the date specified in such notice (which date consent shall not be earlier than unreasonably withheld. Sublessor may, in its sole discretion, direct the thirtieth (30th) day after such notice is given). On such termination, retention or retain the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (services of Xxxx Xxxx of Xxxxxxxx Xxxx as justly apportioned to the date of such termination)listing broker for any subsequent sublease.

Option to Terminate. If during Provided that (a) no default has occurred and is then continuing, and (b) Tenant originally named herein remains in possession of and has been continuously operating in the Term either entire Premises throughout the Premises or any portion Lease Term, however, this requirement will be waived by Landlord if Landlord has approved a sublease 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 less 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 Leased Premises rendering the Premises untenantable, any portion as indicated in Paragraph 16 of the Building or the Project are substantially damaged or destroyed by fire or other casualtyLease, or the repairs are estimated by the Landlord to require more than six (6) months from the date of the casualty to complete, the then Tenant shall have the following termination rights: (a) If Tenant has not exercised its Right of First Offer as set forth above. Tenant shall have a one time right to terminate the Lease effective as of the end of the sixty-second (62nd) month from the Effective Date. In order to exercise such termination right, Tenant shall notify Landlord of such exercise in writing at least twelve (12) months prior to the effective date of such termination, and together with such notice, Tenant shall deliver to Landlord, as an agreed upon termination fee, an amount equal to One Hundred Five Thousand Two Hundred Ninety and 45/100 Dollars ($105,290.45). 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, Tenant shall have waived Tenant’s termination right for the remainder of the term of the Lease and any extensions thereof. In the event Tenant exercises the Right of First Offer as set forth above, this option to terminate shall thereafter be void and of no further force or effect; or (which it may exercise by giving written notice thereof b) If Tenant has exercised its right of first offer as set forth above prior to Landlord within sixty (60) days after the date on which such damage or destruction occurs) end of the 50th month of the Extension Term, Tenant shall have the right to terminate this Lease effective as of the end of the fifth (5th) anniversary of the commencement date specified in of the Offer Space on the terms and conditions set forth below. In order to exercise such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such terminationtermination right, the Tenant shall pay notify Landlord of such exercise in writing at least twelve (12) months prior to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the effective date of such termination), and together with such notice, Tenant shall deliver to Landlord, as an agreed upon termination fee, an amount equal to Eighty-Six Thousand Seven Hundred Sixty-One and 45/100 Dollars ($86,761.45) plus the unamortized portion of any tenant finish improvements. 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, Tenant shall have waived Tenant’s termination right for the remainder of the term of the Lease and any extensions thereof.

Option to Terminate. If during A. Tenant shall have the option, to be exercised as hereinafter provided, to terminate the Term either of this Lease effective as of the last day of the eighth (8th) Lease Year hereunder (the “Termination Date”), subject to the terms and conditions hereinafter set forth. Tenant’s option to terminate the Term of this Lease shall be exercised, time being of the essence, by written notice to Landlord given on or before twelve (12) months prior to the Termination Date (the “Latest Termination Exercise Date”). If Tenant fails to so timely exercise its termination right as described in the preceding sentence, then Tenant shall be deemed to have waived such right, and this Section 34 shall thereupon be deemed null and void. One-half (1/2) of the Termination Fee (as hereinafter defined) shall be due from Tenant to Landlord on or before the date Tenant exercises its termination option under this Section 34, and the remaining one-half (1/2) of said Termination Fee shall be due from Tenant to Landlord on or before the Termination Date, and such timely payments shall (at Landlord’s option at its sole discretion), be an express condition to the effectiveness of Tenant’s early termination election hereunder. Payment of the Termination Fee shall be made in cash or by cashier’s check or by wire transfer of readily available funds. “Termination Fee” shall mean (A) with respect to the initial Premises demised under this Lease, as described in Section 1 hereof, the sum of $3,660,157.97, plus (B) with respect to any additional space being leased by Tenant hereunder at the time Tenant exercises its termination option under this Section 34 (i.e., in addition to the initial Premises described in clause (A) of this sentence), whether consisting of First Offer Space under Section 30 hereof, or Pre-Occupancy Expansion Space under Section 39 hereof, or otherwise (herein, in any such case, “Additional Premises”), the “Unamortized Additional Space Costs”, as hereinafter defined, calculated as of the Termination Date. For purposes hereof, “Unamortized Additional Space Costs”, shall be determined for each 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 Additional Premises being demised hereunder as of the date specified Tenant delivers its termination notice, and shall mean an amount calculated in such notice each instance by determining the outstanding principal balance of a loan as of the Termination Date, which loan has (which date shall not be earlier than the thirtieth (30thA) day after such notice is given). On such termination, the Tenant shall pay an original principal balance equal to the Landlord amount of all Base Rentrent abatements, Additional Rent allowances, and other sums and charges payable by the Tenant hereunder and accrued through such date brokerage commissions (as justly apportioned reasonably determined by Landlord) paid, given or incurred by Landlord and directly associated with the lease of the Additional Premises (but excluding any periods of beneficial occupancy), (B) an interest rate of seven and one-half percent (7.5%) per annum, (C) a term and full amortization period equal 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, scheduled initial Term 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 Lease for each portion of the Building or Additional Premises (i.e., meaning from and after 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 respective rent commencement date for each such portion of the casualty to completeAdditional Premises, following any upfront full rental abatement period, and through the Tenant shall have expiration of the option initial Term of the Lease), and (which it may exercise by giving written notice thereof to Landlord within sixty (60D) days after payments of principal and interest made, in equal monthly installments, with interest paid in arrears, and assuming that the date on which such damage or destruction occurs) to terminate this Lease first payment was made as of the date specified in respective rent commencement date, following any upfront full rental abatement period, for each such notice (which date shall not be earlier than respective portion of 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Premises.

Option to Terminate. (i) If during the Term either the Premises or any portion of the Building or the Project are substantially is damaged or destroyed to the extent that Landlord determines in good faith that the Building cannot, with reasonable diligence, be fully repaired or restored by fire Landlord within two hundred seventy (270) days after the date of the damage or other casualtydestruction, notwithstanding the fact that the Premises have not been totally damaged or destroyed, the sole right of both Landlord and Tenant shall be the option to terminate this Lease. (ii) If the Warehouse is damaged or destroyed to the extent that Landlord determines in good faith that the Warehouse cannot, with reasonable diligence, be fully repaired or restored by Landlord within two hundred seventy (270) days after the date of the damage or destruction, notwithstanding the fact that the Premises have not been totally damaged or destroyed, the sole right of Landlord shall have be the option (which it may exercise by giving written notice thereof to terminate this Lease with respect to the Warehouse only. (iii) If the Warehouse is damaged or destroyed to the extent that Landlord determines in good faith that the Warehouse cannot, with reasonable diligence, be fully repaired or restored by Landlord within two hundred seventy (270) days after the date of the damage or destruction, notwithstanding the fact that the Premises have not been totally damaged or destroyed, the sole right of Tenant shall be the option to terminate this Lease. Xxxxxxxx’s determination with respect to the extent of damage or destruction shall be conclusive on Tenant. Landlord shall notify Tenant of Landlord’s determination, in writing, 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 Landlord determines that under clause (50%), of the Premises rendering the Premises untenantable, any portion of i) above the Building can be fully repaired or restored within the Project are substantially damaged or destroyed by fire or other casualtytwo hundred seventy (270)-day period, or the repairs are estimated by the if Landlord determines that such repair or restoration cannot be made within said period but neither party elects to require more than six terminate within thirty (630) months days from the date of said determination, this Lease shall remain in full force and effect and Landlord shall diligently repair and restore the casualty damage as soon as reasonably possible. If Landlord determines that under clause (ii) above the Warehouse can be fully repaired or restored within the two hundred seventy (270)-day period, or if Landlord determines that such repair or restoration cannot be made within said period but neither party elects to complete, the Tenant shall have the option terminate within thirty (which it may exercise by giving written notice thereof to Landlord within sixty (6030) days after from the date on which such damage or destruction occurs) to terminate of said determination, this Lease shall remain in full force and effect and Landlord shall diligently repair and restore the damage as of the date specified in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice soon as reasonably possible. If this Lease is given). On such termination, the Tenant shall pay terminated pursuant to this Section 11.03 with respect to the Landlord all Base RentWarehouse only, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to a) after the date of such termination)termination the Base Rent, Tenant’s Share of Warehouse Tax Expenses, and Tenant’s Share of Warehouse Insurance Expenses shall be adjusted as reasonably determined by Landlord and (b) upon Tenant’s written request and provided alternative warehouse space at the Property is then vacant and available for lease, Landlord agrees to negotiate in good faith with Tenant with respect to the lease of alternative warehouse space at the Property, either on a temporary basis (pending restoration of the Warehouse Premises) or on a long-term basis, as the parties shall mutually agree.

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 Provided that Tenant within sixty (60) days after the date on which such damage or destruction occurs) to terminate this Lease as of the date specified is 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, possession of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty percent (50%)and paying Rent and otherwise in compliance with its obligations hereunder, 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 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 this Lease on a one-time basis as of the end of the eighty-fifth (85th) full calendar month next following the Commencement Date of the Term upon the following conditions: 3.3.1. Tenant must give Landlord written notice of its intention to terminate at least six (6) full calendar months prior to the expiration of the eighty-fifth (85th) full calendar month of the Term. 3.3.2. Tenant shall pay Landlord a Lease Termination Fee equal to three (3) months' Basic Rent, calculated at the rate applicable to the month in which the Lease termination is to become effective. Tenant shall pay this amount concurrently with its notice of exercise of this option. 3.3.3. In addition to the payment required under Section 3.3.2 above, for the fourth, fifth and sixth full calendar months next following the termination date, Tenant shall pay Landlord the monthly installment of Annual Basic Rent which would otherwise be due and payable under this Lease if, as of the commencement of each month during such three month period, Landlord shall not then have re-leased Premises to another tenant who shall have taken possession of the Premises. Tenant's liability under this subsection 3.3.3 shall not exceed three (3) months' Basic Rent, calculated at rate otherwise due and payable under the Lease with respect to each such month. Such sums shall be payable at time otherwise required under the Lease, as though the Lease had not been terminated. 3.3.4. In addition, Tenant shall also reimburse Landlord for the unamortized cost of all leasing commissions paid by Landlord to the Named Broker hereunder in connection with this Lease transaction ($200,000.00 being the total amount paid); such unamortized cost (based on an amortization over the original Term, in monthly installments, together with interest at the rate of 12% per annum) shall be paid concurrently with its notice of exercise of this option. 3.3.5. Tenant or its subtenant or assignee (as approved by Landlord if so required) must be paying Rent, and all Rent and Obligations due through the date of termination shall continue to be paid and performed by Tenant to Landlord, and no Event of Default shall exist under the Lease, either as of the date specified of Tenant's notice of election to terminate or thereafter, for the remainder of the Term. 3.3.6. The Premises shall be surrendered on the termination date in such notice (which date shall not be earlier than the thirtieth (30th) day after such notice is given). On such terminationsame condition as when received, the Tenant shall pay to normal wear and tear, damage by fire or casualty and other obligations of the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned pursuant to the date of such termination)this Lease excepted.

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 casualtySubject to Section 29.2 following, Tenant shall have, and is hereby given, 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 effective as of the date specified in such notice last day of the third (which date shall not be earlier than the thirtieth (30th3rd) day after such notice is given). On such terminationLease Year, the Tenant shall pay to fifth (5th) Lease Year or the Landlord all Base Rent, Additional Rent and other sums and charges payable by the Tenant hereunder and accrued through such date seventh (7th) Lease Year (as justly apportioned to chosen by Tenant) (the date “Termination Date”), provided there exists no Event 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 Default on the date Tenant notifies Landlord of completion of its intent to exercise this option and Tenant has not assigned the Lease in a transaction requiring Landlord’s Workconsent. Tenant may exercise this option to terminate only by serving upon Landlord written notice of such election (the “Termination Notice”), taking into account any delay experienced 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 Landlord in recovering Fixed Rent monthly installment, Tax Estimate monthly installment and Expense Estimate monthly installment which would be due and owing for the proceeds of any insurance policy payable on account of such damage or destruction and in obtaining any necessary permits. Until calendar month immediately following the Premises are so repairedTermination Date if the Lease had not been terminated (collectively, 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“Termination Fee”). 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 Upon written request made no earlier than six (6) months from prior to the date Required Termination Election Date, Landlord shall advise Tenant of the casualty 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 completethe 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 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 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 increases in Operating Expenses and Taxes incurred under the Lease through the Termination Date, including amounts billed subsequent to the Termination Date and properly allocable to the period prior to the Termination Date. In the event Tenant properly exercises this option, Landlord shall have prepare and the option parties shall execute a Termination of Lease Agreement within fifteen (which it may exercise by giving written notice thereof to Landlord within sixty (6015) days after following the date on which such damage or destruction occurs) Tenant exercises its option 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)terminate.

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 Tenant 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) a one-time right to terminate this Lease (the "Termination Option") effective as of the date specified end of the sixty-fourth (64th) month of the Term subject to and on the following terms and conditions (a) Tenant shall notify Landlord in such notice writing between the fifty-second (which date shall not be earlier than 52nd) month and the thirtieth fifty-fifth (30th55th) day after such notice is givenmonth of the Term that Tenant needs to expand the Premises (the "Expansion Notice"). On such terminationSuch notice shall designate the exact amount of square footage of expansion space Tenant needs (the "Expansion Space"). The Expansion Notice shall constitute an irrevocable notice to Landlord that (1) Tenant desires to expand the Premises by the amount of Expansion Space set forth in the Expansion Notice, and (2) if the Tenant shall pay Expansion Space is not made available by Landlord pursuant to the Landlord all Base Rentprovisions of subsection (b) below, Additional Rent and other sums and charges payable by Tenant desires to terminate the Tenant hereunder and accrued through such date Lease Term at the end of the sixty- fourth (as justly apportioned to 64th) month of the date of such terminationTerm (the "Early Termination Date"). If Tenant fails to provide Landlord with the Landlord does not terminate this Lease pursuant to this sectionExpansion Notice in a timely manner, the Tenant's Termination Option shall be void and of no further force or effect. (b) Landlord shall restore have until the Early Termination Date to make the Expansion Space available to Tenant. The Expansion Space shall be located on floor(s) 3, 4, 5, and/or 6 of the Building and Landlord shall use its best reasonable efforts to locate the Expansion Space on a floor which is contiguous with the Premises. If the Expansion Space consists of more than 3,500 rentable square feet, Landlord may, at its option, separate the Expansion Space between two different spaces in the Building. If Landlord is able to made the Expansion Space available to Tenant by the Early Termination Date, then (1) Tenant's Termination Option shall be void and of no further force or effect, and (2) the Expansion Space shall become part of the Premises as soon thereafter as is reasonably possible to their condition on the date that it is made available to Tenant by Landlord. The Expansion Space shall be leased on the same terms and conditions as this Lease at the Basic Rent rate in effect for the period 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 Term applicable to the floor area Expansion Space. Landlord shall provide Tenant with a pro rated allowance for the Expansion Space in the same manner as the allowance for the Right of so much, if any, First Refusal Space under subsection 1.05(b) above. The Expansion Space shall be deemed "available" to Tenant under the terms of this subsection when it is vacant and ready for the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty percent (50%), construction 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)tenant improvements.

Option to Terminate. If during the Term either the Premises or any portion of the Building or the Project are substantially Demised Premises shall be damaged or destroyed by fire or other casualty (in the former case, whether or not the Demised Premises are damaged or destroyed) so as to require an expenditure in Landlord's reasonable opinion of more than 40% of the full insurable value (determined prior to the casualty) of the Building or Demised Premises as the case may be, the then in either such case, Landlord shall have the option (which it may exercise terminate this Lease by giving Tenant written notice thereof to the Tenant within sixty ninety (6090) days after the date on of the casualty, specifying the date of termination of this Lease. In such event, Tenant shall forthwith quit, surrender and vacate the premises without prejudice, however, to Landlord's rights and remedies against Tenant (or any rights or remedies which such damage or destruction occursTenant may have against Landlord which are expressly set forth in this Lease) to terminate this Lease as of the date specified in of termination or as to those rights which survive such notice (which date shall not be earlier than termination. In the thirtieth (30th) day after such notice is given). On such event of termination, the Tenant Rent payable hereunder 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 be abated from 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 Landlord's estimate (which estimate shall be given no later than thirty (30) days following the Term either fifty percent (50%), date of the Premises rendering the Premises untenantable, any portion damage or destruction) of the Building or time required to repair 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 Demised Premises (6so that Tenant can reasonably conduct its business therein) exceeds twelve (12) months from the date of the casualty to completesuch damage or destruction, the Tenant shall have the option (which it may exercise right to terminate this Lease by giving written notice thereof to Landlord within sixty thirty (6030) days after receipt of the Landlord's estimate. If Tenant exercises such termination right, the Lease shall terminate on the date on specified in the termination notice (without prejudice, however, to Landlord's rights and remedies against Tenant (or any rights or remedies which such damage or destruction occursTenant may have against Landlord which are expressly set forth in this Lease) to terminate this Lease as of the date specified in such notice (of termination or as to those rights 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of survive such termination).

Option to Terminate. If during a. Provided that Tenant is not in default at the Term either the Premises or any portion time of Tenant's exercise of the Building Option (defined hereinafter) or as of the Project are substantially damaged or destroyed by fire or other casualtyTermination Date (as defined hereinafter), the Landlord Tenant 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 (the “Option”). The termination date shall be either December 31, 2009, or December 31, 2011 (as the case may be, the "Termination Date"). Tenant shall provide to Landlord not less than two hundred seventy (270) days prior to the applicable Termination Date (the "Notice Date"), a written notice of the date specified exercise of the Option to terminate the Lease, time being of the essence. Such notice shall be given in such notice (which date shall accordance with Section 8.04 of the Lease, as hereby amended. If notification of the exercise of the Option is not be earlier than the thirtieth (30th) day after such notice is given). On such terminationso given and received, the Option granted hereunder shall automatically expire. As a condition to the effectiveness of this Option, Tenant shall pay to Landlord an amount equal to one hundred percent (100%) of all unamortized brokerage fees and tenant improvement costs as of the Landlord all Base Rent, Additional Rent and other sums and charges payable by Termination Date (the Tenant hereunder and accrued through such date “Termination Payment”) (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 detailed by the Landlord in recovering the proceeds of any insurance policy a written statement), payable on account of such damage or destruction and in obtaining any necessary permits. Until the Premises are so repaired, the Base Rent as follows: (and each installment thereofi) 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 Termination Payment shall be paid on the Premises untenantableNotice Date, and (ii) the remaining fifty percent (50%) of the Termination Payment shall be paid on or before the Termination Date. The Termination Payment is in addition to payment by the Tenant of all other amounts payable by Tenant to Landlord pursuant to the Lease prior to the Termination Date. b. The Option granted to Tenant herein is personal to the original Tenant (which for purposes of this Paragraph shall include any entity which owns Tenant or is the purchaser in connection with the sale or transfer of substantially all of the assets of the Tenant or the sale or transfer of substantially all of the outstanding ownership interests in Tenant) and may be exercised only by the original Tenant while occupying the entire Premises. The Option is not assignable separate and apart from this Lease, nor may any Option be separated from this Lease in any manner, either by reservation or otherwise. If at any time an Option is exercisable by Tenant, the Lease has been assigned, or a sublease exists as to 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 completePremises, the Option shall be deemed null and void and neither Tenant nor any assignee or subtenant shall have the right to exercise the Option. Tenant shall have no right to exercise the 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 this Lease as Option if Tenant is in default of any of the date specified in such notice (terms, covenants or conditions of this Lease. The period of time within which date the Option may be exercised shall not be earlier than extended or enlarged by reason of Tenant's inability to exercise the thirtieth (30th) day after such notice Option because Tenant is given). On such termination, in default under the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Lease.

Option to Terminate. If during the Term either Building, the Premises or any portion thereof are materially damaged by fire or any other casualty, Landlord will provide to Tenant with reasonable diligence, but in no event more than sixty (60) days after the occurrence of the Building or the Project are substantially damaged or destroyed by fire or other casualty, an estimate from a construction professional (together with Landlord’s agreement thereto) of the time necessary to repair and restore the Premises to substantially the same condition as existed immediately prior to such casualty (the “Construction Estimate”). If the Construction Estimate states that the Premises cannot be so restored within two hundred seventy (270) days following the date of such casualty, Tenant may terminate this Lease by providing written notice of its election to do so to Landlord within twenty (20) business days after the date upon which the Construction Estimate is provided to Tenant by Landlord. If the Lease is so terminated, the termination will be effective as of the date of the casualty (or such later date that Tenant shall cease operations in the Premises), and any Rent paid for any period beyond such date shall be refunded to Tenant (and/or apportioned, if applicable as a result of use of a portion of the Premises by Tenant after the fire or casualty). If Tenant fails to notify Landlord of its desire to terminate this Lease within such twenty (20) business day period, Tenant shall be deemed to have waived its right to terminate this Lease under this Section 11.1. If the Premises or any material portion of the Buildings is destroyed or materially damaged by fire or other casualty at any time during the last twenty four (24) months of the Term, then Landlord and Tenant shall each have the option (which it may exercise right independent of the other to terminate this Lease by giving written notice thereof to the Tenant other within sixty (60) days after the date on which of such damage or destruction occurs) destruction; provided, if Tenant exercises an option to terminate extend the term of this Lease as within thirty (30) days after receipt of Landlord’s notice of termination, Landlord’s notice of termination will be null and void, but subject to the terms of Section 5.2 hereof regarding the setting of the date specified in Market Rate Rent during such notice (which date shall not be earlier than Extension Term and the thirtieth (30th) day after right of Tenant to rescind such notice is given)election thereunder. On such termination, In 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 event of such termination). If the Landlord does not terminate termination of this Lease pursuant to this sectionSection 11.1, 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 then all Rent shall xxxxx in proportion be apportioned and paid 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 option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days after the date on which such damage possession is relinquished 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)damage, whichever last occurs; in the event this Lease is not terminated hereunder, Landlord shall promptly commence and complete the required repair and restoration. Tenant shall give prompt notice to Landlord in case of fire or casualty in the Leased Premises.

Option to Terminate. If during Subject to the Term either the Premises or any portion provisions of Section 26 of the Building Lease, and provided that Tenant is not in default beyond any applicable notice and cure periods at the time of Tenant’s exercise of the Option or as of the Project are substantially damaged or destroyed by fire or other casualtyTermination Date (as defined hereinafter), the Landlord Tenant shall have the one-time 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 effective at any time after the last day of the date specified in such notice twenty-ninth (which date shall not be earlier than 29th) full calendar month of the thirtieth Term and prior to the last day of the forty-second (30th42nd) day after such notice is givenfull calendar month of the initial Term (the “Termination Date”). On such terminationTenant 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 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 Date an amount equal to (A) (i) 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 eight percent (8%) per annum), and (ii) Landlord’s unamortized legal costs (not to exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00)), incurred by Landlord all in connection with the Lease, as detailed by Landlord in a written statement, (B) the Base RentRent Abatement, and (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 other sums and charges payable (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 hereunder and accrued through such date (as justly apportioned of all other amounts payable by Tenant to Landlord pursuant 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 prior 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Termination Date.

Option to Terminate. If during Subject to the Term either the Premises or any portion fulfillment of each of the Building or the Project are substantially damaged or destroyed by fire or other casualtyconditions set forth in this Section 24.1, the Landlord Lessee shall have the option (the "Termination Option") to market and complete the sale of Lessor's interest in all of the Leased Assets under any Lease Supplement (unless provisions with respect to joinder of remarketing options for the Leased Assets under more than one Lease Supplement are set forth in a Lease Supplement, in which it may case such exercise by giving written notice thereof must comply with such provisions) on the Expiration Date for such Leased Asset. The Lessee's effective exercise and consummation of the Termination Option shall be subject to the Tenant within sixty (60) days after due and timely fulfillment of each of the date on which following provisions as to such damage or destruction occurs) to terminate this Lease Leased Asset as of the date specified in such notice dates set forth below. (which date shall not be earlier than the thirtieth (30tha) 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 Not later than six (6) months from prior to such Expiration Date for such Leased Asset, the Lessee shall give to the Lessor written notice of the Lessee's exercise of the Termination Option, which exercise shall not preclude Lessee's right to exercise thereafter the Purchase Option with respect to such Leased Asset (in which case the exercise of the Purchase Option shall prevail and be irrevocable). On the date of the casualty Lessee's notice to completethe Lessor of the Lessee's exercise of the Termination Option, no Event of Default shall exist and, in the case of each Construction Property included in such Leased Assets, the Tenant Improvements on such Property shall have been constructed in accordance with the option Plans and Specifications and all conditions to Substantial Completion for such Construction Property shall have been satisfied. (which it may exercise by giving written notice thereof to Landlord within sixty b) Not later than one hundred twenty (60120) days after prior to such Expiration Date, the date on which Lessee shall deliver to the Lessor an Environmental Audit for each Property included in such damage or destruction occurs) Leased Assets. Such Environmental Audit shall be prepared by an environmental consultant selected by the Lessee and approved in advance by the Lessor and shall contain conclusions satisfactory to terminate this Lease the Lessor as to the environmental status of such Property. If any such Environmental Audit indicates any exceptions, the Lessee shall have also delivered a supplemental environmental assessment by such environmental consultant in form and substance satisfactory to the Lessor and dated prior to such Expiration Date showing the completion of the date specified remediation of such exceptions in such notice compliance with all Requirements of Law. (which date shall not be earlier than the thirtieth (30thc) day after such notice is given). On such terminationExpiration Date, the Tenant no Event of Default or Default shall pay to the Landlord all Base Rent, Additional Rent exist and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date none of such termination)Leased Assets shall be subject to a Permitted Contest.

Option to Terminate. If during (a) Tenant shall have a one-time right to accelerate the Term either the Premises or any portion Expiration Date (“Acceleration Option”) of the Building or the Project are substantially damaged or destroyed by fire or other casualtyLease, the Landlord shall have the option (which it may exercise by giving written notice thereof with respect to the entire Premises only, from January 31, 2024 to January 31, 2022 (the “Accelerated Termination Date”), if: (i) Tenant within sixty (60) days after is not in default beyond any applicable notice and cure period under the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and (ii) no part of the Premises is sublet for a term extending past the Accelerated Termination Date; and (iii) the Lease has not been assigned except to a Tenant Affiliate; and (iv) Landlord receives notice of acceleration (which date shall “Acceleration Notice”) not be earlier less than twelve (12) full calendar months prior to the thirtieth Accelerated Termination Date. (30thb) day after such notice is given). On such terminationIf Tenant exercises its Acceleration Option, Tenant, simultaneously with delivery of the Tenant Acceleration Notice shall pay to Landlord a fee in the amount of the then-unamortized portion of any concessions, commissions, allowances or other expenses incurred by Landlord in connection with the Premises (the “Acceleration Fee”) as a fee in connection with the acceleration of the Expiration Date and not as a penalty. For purposes hereof, the “then-unamortized portion” shall be the amount outstanding on the given Accelerated Termination Date had a loan been made to Tenant on the Commencement Date equal to the given concessions, commissions and allowances and other expenses incurred by Landlord in connection with the Premises so as to fully amortize such amount over a term of one hundred eighty (180) months commencing on the Commencement Date and ending on the originally scheduled Termination Date at an interest rate of 10%. Tenant shall remain liable for all Base Annual Fixed Rent, Additional Rent and other sums due under the Lease up to and charges payable by including the Tenant hereunder and accrued through Accelerated Termination Date even though xxxxxxxx for such date (as justly apportioned may occur subsequent to the date Accelerated Termination Date. (c) If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults beyond any applicable notice and cure period in any of such termination). If the Landlord does not terminate provisions of this Lease pursuant (including, without limitation, a failure to this sectionpay the Acceleration Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Acceleration Option to be null and void, and any Acceleration Fee paid to Landlord shall restore be returned to Tenant, after first applying such Acceleration Fee against any past due Rent under the Premises as soon thereafter as is reasonably possible Lease, or (ii) continue to their condition on honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for 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, payment 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 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 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 Acceleration Fee and for all Base Annual Fixed Rent, Additional Rent and other sums due under the Lease up to and charges payab1e by including the Tenant hereunder and accrued through Accelerated Termination Date even though xxxxxxxx for such date (as justly apportioned may occur subsequent to the Accelerated Termination Date. (d) As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the Lease as of such termination)date, shall immediately be deemed terminated and no longer available or of any further force or effect.

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 Tenant shall have the option one time right (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“Early Termination Option”) to terminate this Lease effective as of the last day of the eighty-seventh (87th) full calendar month of the Term (the “Early Termination Date”), subject to the following terms and conditions: (i) Tenant must give Landlord written notice of its election to terminate this Lease on or before the last day of the seventy-fifth (75th) full calendar month of the Term, time being of the essence, provided that Tenant shall not have the right to give such notice, and this Early Termination Option shall be void and of no further force or effect, if as of the date specified in Tenant purports to give such notice (which date A) an Event of Default has occurred and is continuing hereunder or (B) Tenant has assigned this Lease or sublet all or any part of the Premises. (ii) Not less than ninety (90) days prior to the Early Termination Date, time being of the essence, Landlord shall not be earlier deliver to Tenant an accounting and invoice for a fee (the “Early Termination Payment”) equal to the sum of (A) the unamortized balance, as of the Early Termination Date, of (1) the leasing commissions paid to the brokers referenced in Section 36 on account of this Lease, (2) the Construction Allowance (as defined in the Work Letter), (3) Landlord’s share of the B&V Relocation Costs (as defined in the Work Letter), and (4) if Tenant elects pursuant to the Work Letter to amortize Tenant’s share of the B&V Relocation Costs as Additional Rent, Tenant’s share of the B&V Relocation Costs, with all such costs amortized over the ten (10) year period commencing on the Rent Commencement Date at nine percent (9%) per annum, plus (B) an amount equal to three times the monthly installment of Base Rent payable as of the Early Termination Date. Not less than thirty (30) days prior to the thirtieth (30th) day after such notice is given). On such terminationEarly Termination Date, time being of the essence, Tenant shall pay to the Landlord all Base Landlord, as Additional Rent, Additional Rent the Early Termination Payment. (iii) If Tenant properly gives notice exercising this Early Termination Option as provided above, then (A) Tenant’s Right of First Refusal set forth in Section 3(d) shall be void and other sums of no further effect, and charges payable by (B) the Term shall end on the Early Termination Date as if the Early Termination Date was designated as the last day of the Term, and Tenant hereunder and accrued through such date (as justly apportioned shall be obligated to the date of such termination). If the Landlord does not terminate this Lease pursuant to this section, the Landlord shall restore surrender the Premises as soon thereafter as is reasonably possible to their condition Landlord on the date of completion of Landlord’s WorkEarly Termination Date in accordance with Section 30. (iv) If Tenant fails to pay the Early Termination Payment when due, 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 option right, at its option, to either (which it A) treat such failure as a Event of Default and exercise Landlord’s rights and remedies pursuant to Section 26 as Landlord may exercise elect, or (B) by giving written notice thereof to Landlord within sixty (60) days after the date on Tenant, void Tenant’s exercise of this Early Termination Option, in which such damage or destruction occurs) to terminate case this Lease shall continue in accordance with its terms 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 if Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)never exercised this Early Termination Option.

Option to Terminate. If during In the Term either event (a) the Premises are damaged by fire, explosion or other casualty insured under the fire and extended coverage insurance policy required hereunder (an "Insured Casualty") to the extent that such damage materially adversely affects Tenant's ability to use the Premises for its business purposes and the Premises cannot be repaired, replaced and restored by Tenant within 12 months from the date of the casualty, (b) the Premises are damaged by a casualty or occurrence other than an Insured Casualty, and Landlord elects not to rebuild at its cost, (c) such damage occurs at any time within the last twelve (12) months of the Lease Term, or (d) the Premises or any portion of the Building or the Project are substantially thereof, is damaged or destroyed by fire fire, explosion or other casualtycasualty and the Premises cannot be repaired, rebuilt or restored to substantially the Landlord shall have same or similar condition, under any applicable law, code, ordinance or other governmental order or under any other agreement to which the option Premises are subject (which it a "Prohibited Casualty"), then in such event, Tenant may exercise terminate this Lease by giving Landlord written notice thereof to the Tenant of termination within sixty forty five (6045) days after the happening of the event causing the damage or the date on which Tenant discovers the casualty was a Prohibited Casualty. In any such event, all Rent payable hereunder shall be apportioned to the date of such damage or destruction occurs) and Landlord shall be entitled to receive and retain all insurance proceeds relating to the Building Elements payable by reason of such occurrence. Insurance proceeds relating to the Tenant Equipage payable by reason of such occurrence shall be paid to and be the property of Tenant. Tenant shall also have the right and option 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 if the holder of any necessary permits. Until mortgage covering the Premises are so repaired, refuses to make the Base Rent (net insurance proceeds available for restoration and each installment thereof) and the Additional Rent Landlord also refuses to provide such funds. Such option shall xxxxx in proportion to the floor area of so much, if any, of the Premises as is rendered substantially unusable be exercised 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 option (which it may exercise by giving written notice thereof to Landlord within sixty (60) 30 days after Landlord notifies Tenant that the date on which such damage or destruction occurs) to terminate this Lease as of the date specified in such notice (which date shall funds will 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)available.

Option to Terminate. If during 30.1 Provided that no Event of Default shall exist under this Lease or would exist but for the Term pendency of any cure period provided for in Section 20.1 herein, either on the Premises 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 Building or Premises as of the Project are substantially damaged or destroyed by fire or other casualty, last day of the Landlord shall have seventy-second (72nd) full calendar month following the option Commencement Date (which it may exercise the “Termination Date”) by giving Landlord at least nine (9) months prior written notice thereof (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 within sixty (60) days after Work Allowance), which amount shall accrue interest at 8.0% per annum and be amortized over the date on initial Term for which such damage or destruction occurs) 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 as 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 the Termination Date in the manner and in the condition provided for in this Lease. Tenant shall permit Landlord or its Agents, at any time and without notice, to enter the Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the date specified in same to prospective tenants during such notice nine (which date 9) month period. The Termination Fee shall not be earlier than deemed to be Rent payable under the thirtieth (30th) day after such notice is given). On such terminationterms of this Lease, the Tenant but rather shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges be deemed liquidated damages 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 in consideration 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 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) agreement to terminate this the 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)herein provided.

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 casualtycause to such extent that the damage, in the reasonable determination of an independent engineer, cannot be fully repaired within one hundred eighty (180) days from the date of the casualty (or if despite a shorter estimate, the restoration in fact takes longer than one hundred eighty (180) days from the date of the casualty), Landlord or Tenant, upon notice to the other party, may terminate this Lease, in which event the Rent shall be apportioned and paid to the date of such damage. Notwithstanding anything herein to the contrary, 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) right to terminate this Lease as if (1) insurance proceeds are insufficient to pay the full cost of such repair and restoration (provided Landlord maintained the date specified in insurance required pursuant to the terms of this Lease), (2) the holder of any Mortgage fails or refuses to make such notice insurance proceeds available for such repair and restoration, (which date shall 3) zoning or other applicable Laws do not be earlier than permit such repair and restoration, or (4) Landlord elects to raze the thirtieth (30th) day Building after such notice is given)any substantial damage to the Building. 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)casualty. If the Landlord does not terminate neither party terminates 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 the 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).

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 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 this Lease upon the terms and conditions set forth in this Section 2.03. If properly invoked by Tenant, this Lease shall terminate as of the date specified in such notice last day of the seventh (which date shall not be earlier than 7th) Lease Year (the thirtieth (30th) day after such notice is given“Early Termination Date”). On To properly invoke such terminationearly termination right, Tenant must: (i) deliver Landlord written notice of Tenant’s irrevocable election to so terminate (the “Early Termination Notice”), which Early Termination Notice must be delivered to Landlord not less than twelve (12) months prior to the Early Termination Date; (ii) pay to Landlord an early termination fee in the amount of 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 Early Termination Notice; (2) is non-refundable to Tenant; and (3) shall be in addition to, and not in lieu of, all other rent and other payments due Landlord from Tenant under this Lease through and including the Early Termination Date. If properly invoked by Tenant in accordance with the foregoing provisions of this Section 2.03, then this Lease shall terminate as of the Early Termination Date, Tenant shall pay fully vacate the Premises on or before such date and leave the Premises in broom clean condition, free and clear of all of Tenant’s furniture, furnishings and equipment, and each party shall be released of any further liability to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by hereunder as of the Tenant hereunder and Early Termination Date other than accrued through such date (but unsatisfied obligations as justly apportioned to the date of such termination)date.

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 terminationtermination and subject to the abatement described below). 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 is damaged thereby rendering such portion of the Premises untenantable, or any portion of the Building or the Project are is 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 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 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 payab1e payable by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such terminationtermination and subject to the abatement described above).

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 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 this Lease in its entirety, on a one-time basis, effective June 30, 2010 (the “Lease Termination Date”), but only upon the satisfaction of all of the following conditions: 32.1 Tenant must give Landlord written notice of its intention to terminate not later than July 1, 2009. 32.2 Tenant must be paying Rent, and all Rent and obligations due through the Lease Termination Date shall continue to be paid and performed by Tenant to Landlord, and no Event of Default shall exist under the Lease, either as of the date specified of Tenant’s notice of election to terminate or thereafter, for the remainder of the Term. 32.3 Tenant shall also reimburse Landlord for (i) the unamortized cost (on a straight-line basis) of all Broker’s commission paid by Landlord in connection with this Lease, plus (ii) the unamortized cost of all Tenant Improvements paid for by Landlord with respect to the Lease; such notice unamortized cost shall be calculated based upon an assumed amortization of all such costs over an eight (8) year period, at six percent (6%), plus (iii) the unamortized portion of the rent abated hereunder; and such sum, which date shall either be set forth on SCHEDULE F which shall be attached hereto once the pricing for the Tenant Improvements has been completed or shall be set forth in a separate writing between Landlord and Tenant, shall be paid in full not be earlier later than the thirtieth (30th) day after such notice is given). On such terminationLease Termination Date. 32.4 The Premises shall be surrendered on the Lease Termination Date in the same condition as when received, the Tenant shall pay to Permitted Alterations, normal wear and tear and other obligations of the Landlord all Base Rentpursuant to this Lease excepted. 32.5 Tenant’s breach of, Additional Rent or other lapse of failure of, any of the foregoing conditions of this Section shall render this lease termination option ineffective and other sums and charges payab1e shall void any notice of termination previously made by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Tenant.

Option to Terminate. If during the Term either the Premises Tenant (but not any permitted successor or any portion of the Building or the Project are substantially damaged or destroyed by fire or other casualty, the Landlord assign) 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) 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 ------------ Information, which notice shall be irrevocable. The termination shall be effective as of the date later to occur of (a) the Early Termination Date as specified in such notice Paragraph 23 of the Basic Lease Information or (which date shall not be earlier than b) Landlord's ------------ receipt of 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 Termination Fee (as justly apportioned to the date of such termination)defined below) in good funds. 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 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) elects 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 terminationhereunder, the Tenant shall pay Landlord, in addition to all sums payable for the period prior to such termination of the Lease, a fee (the "Termination Fee") equal to the sum of (i) the unamortized cost of 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 Base Rentof which costs and commissions shall be amortized on a straight-line basis over the Term at an interest rate of twelve percent (12%) per annum. Upon Xxxxxxxx's determination of the aggregate cost of the improvements to the Premises provided by Landlord and the leasing commissions payable by Landlord in connection with this Lease, Additional Rent Landlord shall inform Xxxxxx in writing of such costs. Notwithstanding the foregoing, if Tenant 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 termination, Landlord shall have, in addition to all of Landlord's other rights and other sums and charges payab1e by remedies under this Lease, the Tenant right to terminate Xxxxxx's right to terminate this Lease hereunder and accrued through such date (as justly apportioned to cancel unilaterally Tenant's exercise of its right to terminate this Lease hereunder, in which event the date Expiration Date of such termination)this Lease shall be and remain the then scheduled Expiration Date.

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 (a) Tenant 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 of terminating this Lease as of the date specified in such last day of the sixtieth (60th) month after the Commencement Date (“Termination Option”) with respect to the entirety of the original Premises and the Expansion Premises (if leased by Tenant pursuant to Section 2.10 above). (b) Tenant shall exercise its Termination Option by written notice (“Termination Notice”) which date shall not must be earlier sent, if at all, no later than the thirtieth last day of the forty-seventh (30th47th) month of the Term. The effective date of such termination shall be the last day after such notice is givenof the sixtieth (60th) month of the Term (“Termination Effective Date”). On such termination. (c) In the event Tenant exercises the Termination Option, the Tenant shall pay Landlord an agreed upon termination fee equal to $127.00 per rentable square foot of the Landlord Premises (including, if applicable, the Expansion Premises) (the “Termination Fee”). Tenant shall pay fifty percent (50%) of the Termination Fee concurrent with delivery of the Termination Notice, and the remaining fifty percent (50%) of the Termination Fee upon the Termination Effective Date. (d) If Tenant properly exercises the Termination Option, Tenant shall remain liable for all Monthly Base Rent, Additional Rent Adjustments and other sums due under this Lease up to and charges payable by including the Tenant hereunder and accrued through Termination Effective Date even though xxxxxxxx for such date (as justly apportioned may occur subsequent to the date Termination Effective Date; provided, however, in no event shall Tenant have any obligation to pay to Landlord the unamortized balance of such termination). If the Landlord does not Additional Tenant Improvement Allowance, if any. (e) Notwithstanding anything to the contrary contained in this Section 2.13, all rights of Tenant to terminate this Lease pursuant to this sectionSection 2.13 shall, at Landlord’s election upon notice to Tenant, be of no further force and effect, whether or not Tenant has timely exercised the Landlord shall restore Termination Option granted herein, if a Default (as hereinafter defined) exists at the Premises as soon thereafter as is reasonably possible to their condition time of exercise of the Termination Option or 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 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 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Termination Effective Date.

Option to Terminate. If during Tenant may terminate the Term either the Premises or any portion Lease as of the Building or last day of the Project are substantially damaged or destroyed by fire or other casualty36th month after the Suite 250 Commencement Date (“Early Termination Date”), subject to and in accordance with the Landlord shall have the option provisions of this Section 8. To exercise such early termination right, Tenant must (which it may exercise by giving a) deliver written notice thereof to the Landlord that Tenant within sixty (60) days after the date on which such damage or destruction occurs) desires to terminate this Lease as of the date specified in such notice (which date shall Early Termination Date at least six, but not be earlier more than the thirtieth (30th) day after such notice is given). On such terminationnine, the Tenant shall pay months prior to the Early Termination Date; and (b) pay Landlord all Base Rent, Additional Rent and other sums and charges payable by a payment equal to the Tenant hereunder and accrued through such date sum of (i) Landlord's then-unamortized costs (as justly apportioned described below) with respect to the date New Premises, plus (ii) $218,022.00, contemporaneously with the delivery of such termination)notice. If the Landlord does Tenant is not terminate this Lease pursuant entitled to this section, the Landlord shall restore the Premises as soon thereafter as early termination if it 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 default of any insurance policy payable on account 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 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 option (which it may exercise by giving written notice thereof to Landlord costs within sixty (60) 60 days after the date on which such damage Suite 250 Commencement Date), the real estate commissions that Landlord pays in connection with this Seventh Amendment, and the free or destruction occursabated 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) to terminate this Lease taking the total of all of the foregoing three categories of costs as of the date specified in Suite 250 Commencement Date, (2) fully amortizing such notice amount at 8% per annum from the Suite 250 Commencement Date through the New Premises Expiration Date to establish a monthly payment therefor, and (which date shall not 3) calculating the remaining principal balance of such amortized amount as of the Early Termination Date. Such remaining principal balance is deemed to be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay Landlord's “then unamortized costs” with respect to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date New Premises for purposes of such termination)this Section 8.

Option to Terminate. If during Provided Tenant is not then in default under the Term either the Premises or any portion terms of the Building or the Project are substantially damaged or destroyed by fire or other casualtythis Lease, the Landlord Tenant shall have the option right to terminate this Lease effective as of the end of the forty-eighth (which it may exercise by giving 48th) month of the 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) month of the Lease Term. Tenant must provide Landlord at least one hundred eighty (180) days prior written notice thereof (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 within sixty fails to provide Landlord with such written notice on or before such applicable one hundred eighty (60180) days after the date on which such damage or destruction occurs) day period, Tenant's option to terminate for such particular time period shall become null and void and Tenant shall have no further 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 date specified in such notice (which date shall not be earlier than end of the thirtieth (30th) day after such notice is given). On such termination48th month of the Lease Term, the Tenant shall pay a fee 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 equal 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 Monthly Rent, Operating Expenses and Taxes at the date rates being paid by Tenant as of the casualty to complete48th month of the Lease Term, the and if Tenant shall have the 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 terminates this Lease as of the date specified in such notice (which date shall not be earlier than end of the thirtieth (30th) day after such notice is given). On such termination60th month of the Lease Term, the 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 all Base Rent, Additional Rent and other sums and charges payab1e by shall be entitled to show the Tenant hereunder and accrued through such date (Premises to prospective tenants or purchasers as justly apportioned to of the date it receives Tenant's notice of such termination)its election to terminate the Lease.

Option to Terminate. If during the Term either the Premises or any portion Section 33 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 Rider 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 is deleted 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) its entirety and the Additional Rent shall xxxxx in proportion to the floor area of so much, if any, of the Premises as following provision 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 substituted: Tenant shall have the 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 this Lease, on a one-time basis, as of the end of the sixth (6th) Lease Year of the Term, but only upon the satisfaction of all of the following conditions: 6.1. Tenant must give Landlord written notice of its intention to terminate at least six (6) full calendar months prior to the date intended for termination. 6.2. Tenant shall pay Landlord a Lease Termination Fee equal to four (4) months' Basic Rent, calculated at the rate applicable for the seventh (7th) Lease Year of the Term, such payment to be made in full not later than 120 days prior to the date scheduled for early termination of the Lease. 6.3. Tenant must be in actual possession of the Premises and paying Rent, and all Rent and Obligations due through the date of termination shall continue to be paid and performed by Tenant to Landlord, and no Event of Default shall exist under the Lease, either as of the date specified in such of Tenant's notice (which date shall not be earlier than of election to terminate or thereafter, for the thirtieth (30th) day after such notice is given)remainder of the Term. 6.4. On such termination, the Tenant shall pay also reimburse Landlord for the unamortized cost of all Leasehold Improvements, leasing commissions, if any, and legal fees paid for by Landlord in connection with the transaction of this Lease and not previously reimbursed to Landlord by Tenant, and for the Landlord purpose of calculating such sum it shall be assumed that all Base Rent, Additional Rent such costs had been amortized over the term of the Lease in consecutive and other sums and charges payab1e by equal monthly installments inclusive of interest at the Tenant hereunder and accrued through rate of 12% per annum; such date (as justly apportioned sum shall be paid in full not later than 120 days prior to the date scheduled for early termination of such termination)this Lease. 6.5. The Premises shall be surrendered on the termination date in the same condition as when received, normal wear and tear and other obligations of the Landlord pursuant to this Lease excepted. 6.6. Tenant's breach of, or other lapse of failure of, any of the foregoing conditions of this Section shall render this Lease Termination Option ineffective and shall void any notice of termination previously made by Tenant. 6.7. The failure of Tenant to take action in any manner or time periods set forth above or the commission by Tenant of an Event of Default under the Lease shall render this Lease Termination Option null and void and of no further force or effect. This Lease Termination Option is personal to the Tenant and, unless Landlord shall otherwise specifically agree in writing, shall automatically lapse and terminate upon the occurrence of an assignment of the Tenant's interest in the Lease or a sublet of all or part of Premises.

Option to Terminate. If during Tenant shall have the Term either right to terminate the Lease with respect to the original Premises only (the “Termination Option”), effective commencing as of the date (the “Termination Date”) that is the one hundred twentieth (120th) monthly anniversary of (i) the Commencement Date if the Commencement Date is the first day of a calendar month, or (ii) the first day of the first full calendar month following the Commencement Date if the Commencement Date is not the first day of a calendar month, upon and subject to the following terms, conditions and limitations: (a) Irrevocable written notice must be given by Tenant to Landlord at least nine (9) months (but no more than twelve [12] months) prior to the Termination Date; (b) The termination must be effective on the Termination Date, and no earlier or later date; (c) There must not be a default by Tenant at the time of exercise of the Termination Option or on the Termination Date; (d) Prior to the Termination Date, Tenant must pay Landlord (A) all unpaid Rent and any other unpaid costs and charges under this Lease for the period up to and including the Termination Date; plus (B) a termination fee (“Termination Fee”) in an amount equal to Six Hundred Seventy-Three Thousand Nine Hundred Seventy-One Dollars ($673,971); (e) Without limiting the foregoing, any obligations and liabilities of Tenant accruing under this Lease with respect to the original Premises prior to the Termination Date shall survive the Termination Date and any such exercise of the Termination Option, as shall any provisions of the Lease that are expressly stated in the Lease to survive its expiration or sooner termination; (f) The Termination Option shall automatically terminate and become null and void upon the earliest to occur of (i) the assignment of this Lease by Tenant, in whole or in part, to any party other than a Permitted Transferee, (ii) the sublease by Tenant of all or any portion of the Building or Premises to any party other than a Permitted Transferee, (iii) the Project are substantially damaged or destroyed failure by fire or other casualtyTenant to timely and properly exercise the Termination Option, (iv) the failure by Tenant to pay to Landlord, in full, the Landlord shall have the option Termination Fee and any other amounts described in subsection (which it may exercise by giving written notice thereof d) above prior to the Termination Date, or (v) Tenant within sixty exercises its rights pursuant to Section 24 for the Expansion Space; and (60g) days after If Tenant timely and properly exercises the date on which such damage or destruction occurs) to terminate this Lease as Termination Option, Tenant shall surrender full and complete possession 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 original 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 option (which it may exercise by giving written notice thereof to Landlord within sixty (60) days after on or before the date on which such damage or destruction occurs) to terminate Termination Date in accordance with the requirements of 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Lease.

Option to Terminate. If during the Term either the Premises or any portion of the Building or the Project are substantially Demised Premises shall be damaged or destroyed by fire or other casualty (in the former case, whether or not the Demised Premises are damaged or destroyed) so as to require an expenditure in Landlord's reasonable opinion of more than 40% of the full insurable value (determined prior to the casualty) of the Building or Demised Premises as the case may be, the then in either such case, Landlord shall have the option (which it may exercise terminate this Lease by giving Tenant written notice thereof to the Tenant within sixty ninety (6090) days after the date on of the casualty, specifying the date of termination of this Lease. In such event, Tenant shall forthwith quit, surrender and vacate the premises without prejudice, however, to Landlord's rights and remedies against Tenant (or any rights or remedies which such damage or destruction occursTenant may have against Landlord which are expressly set forth in this Lease) to terminate this Lease as of the date specified in of termination or as to those rights which survive such notice (which date shall not be earlier than termination. In the thirtieth (30th) day after such notice is given). On such event of termination, the Tenant Rent payable hereunder 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 be abated from 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 Landlord's estimate (which estimate shall be given no later than thirty (30) days following the Term either fifty percent (50%), date of the Premises rendering the Premises untenantable, any portion damage or destruction) of the Building or time required to repair 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 Demised Premises (6so that Tenant can reasonably conduct its business therein) exceeds twelve (12) months from the date of the casualty to completesuch damage or destruction, the Tenant shall have the option (which it may exercise right to terminate this Lease by giving written notice thereof to Landlord within sixty thirty (6030) days after receipt of the date Landlord's estimate. If Tenant exercises such termination right, the Lease shall terminate 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination).termination notice

Option to Terminate. If during Provided that Tenant is the Term either original tenant under this Lease 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 Premises or any portion time of exercise and as of the Building or the Project are substantially damaged or destroyed by fire or other casualty"Early Termination Date" (as defined herein), the Landlord Tenant shall have the a one-time 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, expiration of the Premises as is rendered substantially unusable by the Tenant by such damage or destruction. If during the Term either fifty percent forty-first (50%), 41st) month of the Premises rendering First Additional Term only (the Premises untenantable, any portion "Early Termination Date") by giving written notice of the Building or the Project are substantially damaged or destroyed by fire or other casualty, or the repairs are estimated by the its election to do so to Landlord to require more than six (6) months from prior to the date Early Termination Date, which notice, to be effective, shall be accompanied by a "Termination Payment" equal to the sum of the casualty to completethen-unamortized amount of all of Landlord's out-of-pocket costs incurred in connection with the negotiation and execution of this Lease and the performance of Landlord's Work, the Tenant shall have the option including attorneys' fees and costs (which it may 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 thirty (30) day period after the Early Termination Date). In the event that Tenant is either not entitled to or fails to exercise the foregoing option strictly in the time and manner specified herein, such option shall lapse and shall not thereafter be exercisable by giving written notice thereof to Landlord within Tenant. Within sixty (60) days after the date on Tenant's request therefor, which such damage or destruction occurs) to terminate this Lease as shall be made, if at all, within one year after commencement of the date specified in 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 notice (which date shall not be earlier than amount within sufficient time to timely and properly exercise the thirtieth (30th) day after such notice is given)option set forth herein. On such termination, the Tenant shall pay have the right, by written notice to Landlord given within thirty (30) days after receipt of Landlord's statement of Landlord's Costs in accordance with the foregoing, to request additional information from Landlord as to the amount thereof, and Landlord all Base Rentshall provide to Tenant within thirty (30) days after Tenant's request therefor, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (reasonable back-up documentation as justly apportioned to the date amount of Landlord's Costs. Tenant's failure to request such termination).additional information when and in the manner provided in the preceding sentence shall render Landlord's statement of Landlord's Costs binding on Tenant,

Option to Terminate. If during Tenant shall have an option to terminate the Term either Lease (the Premises or any portion “Termination Option”) on the first (1st) day of the Building thirty-seventh (37th) calendar month of the Lease Term (the “Termination Date”), under the following terms and conditions: (i) The Termination Option is personal to Tenant and may not be transferred or the Project are substantially damaged assigned unless it is transferred or destroyed by fire or other casualty, the Landlord shall have the option assigned to an affiliate (which it may exercise transfer or assignment has been approved by giving Landlord); (ii) Tenant delivers to Landlord irrevocable 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 its exercise 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 Termination Option no later than six (6) months from prior to the date Termination Date; (iii) On or prior to the Termination Date, Tenant shall pay a fee (the “Termination Fee”) in the amount of the casualty sum of the unamortized tenant improvement costs paid by Landlord, plus the unamortized real estate brokerage commissions paid by Landlord, plus two (2) months’ rent at the then-current rate; (iv) On or prior to completethe Termination date, Tenant surrenders the Tenant shall have the option (which it may exercise by giving written notice thereof Premises and all improvements, alterations, and additions to Landlord within sixty in the condition required under the Lease; and, (60v) days after Notwithstanding anything contained in the date on which such damage or destruction occursLease to the contrary: (a) 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 rent and other sums charges which accrue under the Lease until the Termination Date, said rent and charges payab1e by shall be payable at the same time and place as they would have been payable under the Lease; (b) rent and charges for any partial month shall be prorated, and Tenant hereunder shall remain liable following the termination of the Lease to pay the full amount of all adjustment to rental and accrued charges payable on an estimated basis or otherwise subject to adjustments, including, without limitation, payment of taxes and other operating expenses payable under this Lease through such date the Termination Date; and (as justly apportioned to c) the date termination of such termination)this Lease shall not terminate Tenant’s obligations under this Lease which expressly survive the termination of this Lease, including, without limitation, any of Tenant’s indemnification obligations under this Lease.

Option to Terminate. If during Subject to the Term either terms and conditions set forth in this Section 10, effective as of December 31, 2010 (the Premises or “Termination Date”), Tenant shall have the one-­time option (the “Termination Option”) to terminate this entire Lease (but not any portion of the Building or Lease), upon the Project following terms and conditions; if the following terms and conditions are substantially damaged or destroyed by fire or other casualtynot timely and completely satisfied, then the Termination Option shall be null and void with no further force and effect: (a) Tenant shall give Landlord shall have the option (which it may exercise by giving written notice thereof (the “Termination Notice”) of Tenant’s election to exercise the Termination Option at least nine (9) months prior to the Termination Date; and (b) There shall exist no Event of Default by Tenant within sixty on (60i) days after the date Landlord receives the Termination Notice, or (ii) on which such damage or destruction occursthe Termination Date; and (c) 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 Landlord, concurrently with Tenant’s delivery of the Termination Notice to Landlord, a termination fee (the “Termination Fee”) in the amount of $179,496.24 plus (II) the unamortized Leasing Costs (defined below) as of the Termination Date, based upon an amortization period from the Renewal Commencement Date until the New Expiration Date. The term “Leasing Costs” shall mean the sum of (A) all costs and expenses paid by Landlord all Base Rentin connection with the Improvements, Additional Rent and other sums and charges payable (B) the brokerage commissions paid by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)Landlord in connection with this Amendment. If the Landlord Tenant 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, timely pay any portion of the Building or Termination Fee to Landlord as set forth herein, then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Project are substantially damaged or destroyed by fire or other casualtyTermination Option (and Termination Notice) shall be null and void with no force and effect, or and the repairs are estimated by Lease shall continue in full force and effect as if Tenant had not elected to terminate the Landlord to require more than six Lease and as if this Section 10 did not exist, and/or (6B) months from the date of the casualty to complete, the Tenant shall have be in material default under the option (which it Lease, without any notice and/or cure period, and Landlord 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 this Lease as pursue all of the date specified its available rights and remedies 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 payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date of such termination)connection therewith.

Option to Terminate. If during Tenant shall have a one-time right to terminate the Term either the Premises or any portion Lease effective as of the Building or last day of the Project are substantially damaged or destroyed by fire or other casualty, ninety-fourth (94th) month of the Landlord Relocation Term (the "Termination Date"). Tenant shall have the option (which it may exercise by giving such right to terminate upon delivery of a written notice thereof to Landlord (the Tenant within sixty "Termination Notice") given not less than twelve (6012) days after months prior to the date on which such damage or destruction occurs) Termination Date. In connection with the exercise of the option 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 terminationprovided herein, the 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 all Base Rentor 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 and other sums and charges that would otherwise have been payable by the Tenant hereunder and accrued through such date (as justly apportioned with respect to the date 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 terminationRent 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%). 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 (b) three (3) months of Basic Rent and Additional Rent equal to such Rent payable for the month in which such Termination Date occurs. Prior to the Execution Date, Landlord has delivered to Tenant a calculation of the Termination Fee dated March U, 2016 which includes certain adjustments to be made to the Additional Rent shall xxxxx portion of the abated Rent described in proportion item (iii) of the foregoing sentence and also to the floor area of so much, if any, Rent with respect to the Existing Premises described in item (iv) of the Premises foregoing sentence, which adjustments need to be made based upon amounts to be determined as is rendered substantially unusable 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 by such damage or destructionwithin a reasonable period after said amounts are determined. If during the Term either Tenant shall pay fifty percent (50%), ) of the Premises rendering the Premises untenantable, any portion Termination Fee to Landlord as 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 Termination Notice and such payment shall accompany such Notice. Subsequent to completeTenant's payment of the fifty percent (50%) of the Termination Fee, the Tenant remaining fifty percent (50%) portion of the Termination Fee shall have be payable to Landlord no later than thirty (30) days prior to the Termination Date. In the event that the Termination Fee is not paid at the times stated herein, the 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 this Lease 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 date specified in such notice (which date shall Termination Date an Event of Default has not occurred and is continuing under the Lease. Except as otherwise expressly provided herein, the Termination Notice may not be earlier than modified or withdrawn by Tenant after delivery thereof to Landlord. In addition to the thirtieth (30th) day after such notice is given)payment of the Termination Fee as provided herein, Tenant shall continue to be obligated to pay all Monthly Basic Rent and Additional Rent arising under the Lease through and including the Termination Date. On such terminationUpon an exercise by Tenant of the right to terminate in accordance with the provisions hereof, the Tenant Termination Date shall pay be deemed to be the Relocation Expiration Date of the Lease. Notwithstanding any other provision hereof, in the event that, during the Relocation Term, the rentable square feet of the Premises (being the Relocation 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, then the Termination Fee set forth herein shall be appropriately increased by Landlord all Base Rentto address any concessions, Additional Rent abatements, construction costs, tenant improvement allowances, brokers' commissions and other sums relevant costs incurred by Landlord or benefits provided to Tenant with respect to any such expansion consistent with item (a)(i), (ii) and charges payab1e by the Tenant hereunder (iii) and accrued through such date item (as justly apportioned to the date of such termination)b) above.

Option to Terminate. If Provided that Tenant has then cured or eliminated ------------------- the conditions giving rise to any Default of Tenant occurring 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 and 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) has not yet exercised its right 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)a result thereof. 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 option (which it the "Termination Option"), exercisable only on or before the expiration of the 5/th/ Lease Year (the "Option Exercise Date"), to terminate the Term of this Lease effective as of the last day of the 6/th/ Lease Year (the "Early Termination Date"). The Termination Option may exercise only be exercised by giving Tenant by delivering to Landlord on or before the Option Exercise Date (1) a written notice thereof of Tenant's exercise of the Termination Option and (2) a cash termination payment in the sum of $3,176,439.00. Notwithstanding the foregoing, if the Termination Option is exercised at any time after Landlord has recaptured any portion of the Building pursuant to Landlord within sixty (60) days after Section 7.6 hereof, then the date on which such damage or destruction occurs) payment to terminate this Lease be delivered with the notice of Tenant's exercise of the Termination Option as aforesaid shall be reduced to an amount determined by multiplying $3,176,439.00 by Tenant's Share as of the date specified in of such exercise. For example, if Landlord has recaptured 50% of the Building, such payment shall equal 50% of $3,176,439.00. Upon the delivery of such notice (which date shall not be earlier than and sum on or before the thirtieth (30th) day after such notice is given). On such terminationOption Exercise Date, the Tenant Termination Option shall be deemed exercised whereupon the Term of this Lease shall automatically terminate on the Early Termination Date, with all the terms and conditions of this Lease, including without limitation, the obligation to pay to the Landlord all Base Rent, Additional Rent remaining in full force and other sums effect until the Early Termination Date whereupon all such terms and charges payab1e by conditions shall terminate except those which are specifically stated in this Lease to survive the expiration or earlier termination of the Term hereof. If Tenant hereunder does not timely exercise the Termination Option in accordance with the provisions of this Section 4.2, the Termination Option and accrued through such date (as justly apportioned to the date of such termination)this Section 4.2 shall be null and void and without further force and effect.

Option to Terminate. If during the Term either the Premises A. Damage or any portion Destruction of Substantially All of the Building or Improvements: In the Project event that substantially all of the Improvements are substantially damaged damage or destroyed by fire a Casualty that is not the result of the willful misconduct of Tenant or other casualtyany of its agents, the Landlord shall have the employees, members, or contractors, Tenant may, at its option (which it may exercise by giving written notice thereof to exercised with reasonable promptness in the Tenant circumstances, but in all events within sixty ninety (6090) days after the date on which Tenant receives the written notification of the estimated time to remedy such damage or destruction occursCasualty), 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 (which date shall not be earlier than with the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay to the Landlord all Base Rent, Additional Rent same force and other sums and charges payable by the Tenant hereunder and accrued through effect as if such date (as justly apportioned to were the date of such termination)originally fixed as the Lease Expiration Date. 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 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) 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 (4) years of the date specified Lease Term in such which event Landlord may elect to terminate this Lease Agreement by written notice to Tenant within one hundred twenty (which date shall not be earlier than the thirtieth (30th120) day days after such notice is given). On Casualty, with such termination, termination to be deemed a termination by Tenant under the Tenant shall pay to the Landlord all Base Rent, Additional Rent and other sums and charges payab1e by the Tenant hereunder and accrued through such date (as justly apportioned to the date terms of such termination)this Article 10.

Option to Terminate. If during 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 either for the Original 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 muchSpace, 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 to terminate the Lease effective as of 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 termination fee, an amount equal to $1,730,740.00 (the “Termination Fee”). Such payment is made in consideration for Landlord’s grant of this option (which it may exercise 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 giving written notice thereof the deadline set forth above, Tenant shall have waived Tenant’s termination right for the remainder of the term of the Lease and any extensions thereof. If such right is validly exercised, then upon such Early Termination Date, Tenant shall surrender the Leased Premises to Landlord within sixty (60) days after in accordance with the date on which such damage or destruction occurs) to terminate this Lease as terms of the date specified in Lease and each party shall be released from further liability hereunder; provided, however, that such notice (which date termination shall not be earlier than affect any right or obligation arising prior to such termination or which specifically survives termination of the thirtieth (30th) day after such notice Lease. In the event that Tenant exercises any of its options under Sections 16.17 or 16.18 of the Lease, Tenant hereby acknowledges that the Termination Fee is given). On such termination, subject to adjustment using the Tenant shall pay following formula: the Termination Fee plus an amount equal to the Landlord all Base Rentsum of (i) any unamortized brokerage commissions, Additional Rent (ii) the unamortized portion of any tenant finish improvements, and other sums and charges payab1e by the (iii) any free rent given Tenant hereunder and accrued through in connection with such date (as justly apportioned to the date of such termination)options.

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 Tenant grants 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 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 date specified in such notice (which date Lease shall end. The Early Termination Date shall not be earlier than the thirtieth (30th) day after such notice is given)September 30, 2009 or later than December 31, 2010. 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 option right to extend the Early Termination Date up to five (5) months in order to allow the completion of the academic semester during which it may exercise the Early Termination date occurs by giving Landlord written notice of extension of the Early Termination Date which specifies the extended Early Termination Date, such notice to be given no later than thirty (30) days after Tenant's receipt of Landlord's Early Termination Notice. The extended Early Termination Date may be up to three (3) weeks after the last day of the applicable academic semester but in no event more than five (5) months after the Early Termination Date specified in Landlord's notice. Landlord's Early Termination Notice shall certify that the tenant or other occupant of the 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 vacates the demised premises on or before the Early Termination Elate (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), Landlord shall pay Tenant, within sixty thirty (6030) days after Tenant's timely surrender, the date on which such damage or destruction occurssum of $100,000 (the "Timely Surrender Payment") to terminate this Lease as of the date specified in such notice (which date TIME BEING OF THE ESSENCE OF TENANT'S PERFORMANCE UNDER THIS ARTICLE. Tenant acknowledges and agrees that Tenant shall not be earlier than the thirtieth (30th) day after such notice is given). On such termination, the Tenant shall pay entitled to the payment of the Timely Surrender Payment if Tenant remains in occupancy of the demised premises or otherwise fails to surrender possession of the demised premises to Landlord all Base Rent, Additional Rent and other sums and charges payab1e by on or before the Tenant hereunder and accrued through such date Early Termination Date (as justly apportioned to the date of such terminationsame may be extended under this Article).