Common use of Reduction of Premises Clause in Contracts

Reduction of Premises. Tenant shall on the date that the Surrender Condition (as defined below) is fully satisfied (the “Surrender Date”) surrender the first floor portion of the Premises containing approximately 7,848 rentable square feet (the “Surrender Space”) to Landlord and immediately thereafter (i) the Lease will be deemed terminated with respect to the Surrender Space, (ii) the Premises shall be deemed reduced by the removal of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined in the Lease shall no longer be deemed to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition of the Lease to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier of the date (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this Amendment.

Reduction of Premises. Tenant As of the Extension Commencement Date, the Original Premises shall be reduced by approximately 9,420 RSF as more particularly depicted and cross-hatched on the date that the Surrender Condition (as defined below) is fully satisfied Exhibit A attached hereto and incorporated herein by this reference (the “Surrender DateVacated Space”). The resulting space shall be Suite 200 and Suite 160 (and storage space) surrender the first floor portion consisting of the Premises containing approximately 7,848 rentable square feet 34,536 RSF (the “Surrender SpaceReduced Premises”) and all references in the Lease to the “Premises” shall mean the Reduced Premises. Tenant agrees to vacate and surrender possession of the Vacated Space and, unless Landlord provides written notice to Tenant to the contrary, to cause all parties claiming by, through or under Tenant to vacate and surrender possession of the Vacated Space as of the Extension Commencement Date in the condition as required by the Lease and this Amendment. Landlord and immediately thereafter Tenant hereby acknowledge and agree that effective as of the Extension Commencement Date, Tenant renounces all right of possession in and to the Vacated Space. Any occupancy of the Vacated Space as of the Extension Commencement Date by Landlord or any party claiming by, through or under Landlord shall not be deemed an eviction (i) constructive or otherwise). As of the Extension Commencement Date, rights under the Lease will solely for the Vacated Space shall be deemed terminated as though they had expired according to their terms, and except as provided herein, Landlord and Tenant shall be relieved of any and all further obligations thereunder; provided, however, such termination shall not affect Tenant’s liability for rental and other obligations accruing prior to the Extension Commencement Date, including, without limitation, its obligation to pay Tenant’s Percentage Share of Operating Expenses and Tenant’s Percentage Share of Real Property Taxes attributable to the period prior to the Extension Commencement Date, at such time as such obligation is finally determined, nor shall the same affect Landlord’s liability to Tenant with respect to Adjustments due to Tenant under the Lease with respect to the Surrender Vacated Space, (ii) the Premises shall be deemed reduced by the removal of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined in the Lease shall no longer be deemed to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition of the Lease to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier of the date (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this Amendment.

Reduction of Premises. Provided no Event of Default by Tenant then exists under this Lease, and provided that Lucent Technologies Inc. or a Tenant Affiliate is the Tenant then occupying the Premises under this Lease, Tenant shall have the one-time right to reduce the size of the Premises by 15,000 square feet of usable area by eliminating either Area A or Area B (as those areas are shown on Exhibit F --------- attached hereto and by reference made a part hereof) from the Premises effective as of the date that (the Surrender Condition "Reduction Date") which is the last day of the month within which the second anniversary of the Rental Commencement Date occurs by eliminating either Area A or Area B (as defined belowthose areas are shown on Exhibit F --------- attached hereto and by reference made a part hereof) from the Premises effective as of the Reduction Date. Tenant shall exercise such right to reduce the size of the Premises, if at all, by (i) providing Landlord, on or before the date one hundred eighty (180) days prior to the Reduction Date, with written notice of Tenant's election to reduce the size of the Premises, which notice shall specify either Area A or Area B as the area to be eliminated from the Premises as of the Reduction Date (provided however in the event such notice fails to specify Area A or Area B, Tenant shall be deemed to have elected to eliminate Area A); and (ii) delivering to Landlord with Tenant's reduction notice, a reduction payment equal to Seven Hundred Fifty Thousand Dollars ($750,000.00), in immediately available funds, which shall be in addition to and not in lieu of any Rent payable under this Lease. No such reduction notice shall be effective unless the reduction payment in immediately available funds is fully satisfied delivered to Landlord with such notice, and no such reduction notice shall be effective if it is given less than one hundred eighty (180) days prior to the “Surrender Reduction Date”) surrender . Upon the first floor giving of a valid reduction notice in accordance with this Paragraph 52 (including without limitation the delivery to Landlord of the reduction payment in immediately available funds), this Lease shall terminate as of the Reduction Date with respect to the portion of the Premises containing approximately 7,848 rentable square feet (eliminated therefrom as a result of such reduction as fully and completely as if the “Surrender Space”) to Landlord and immediately thereafter (i) Reduction Date were the Lease will be deemed terminated date herein originally fixed for the expiration of the Term with respect to such space, and Tenant shall remain liable for all obligations and undertakings of Tenant under this Lease through the Surrender Space, (ii) Reduction Date as though the Premises shall be deemed reduced by Reduction Date were the removal original expiration date of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building Term with respect to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined in the Lease shall no longer be deemed to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition of the Lease to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) such space. Landlord and Tenant acknowledge and agree that the Surrender Space reduction payment as provided above is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination reasonable estimate of the Sublease with Exagrid and Tenant vacating damage to Landlord resulting from the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier reduction of the date (i) Surrender Condition is satisfied, or (ii) size of the date the Term would have expired without regard to any extension undertaken Premises pursuant to this Amendment.Paragraph 52 and is not a penalty. Effective as of the Reduction Date, the terms and provisions of Exhibit "M" attached hereto and by reference made a part hereof shall become ----------- effective, and in the event of any conflict between the terms and provisions of this Lease and the terms and provisions of Exhibit "M", the terms and provisions ----------- of Exhibit "M" shall control for all purposes. -----------

Reduction of Premises. On or before July 1, 2011, Tenant shall surrender possession to Landlord of the approximately 9,455 square feet of rentable area which is depicted on the date floor plan that is attached hereto as Exhibit A-l (the Surrender Condition “Reduction Space”) in broom clean condition and with all of Tenant’s personal property removed therefrom. Landlord shall, at Landlord’s expense, promptly thereafter construct a building standard demising wall to separate the Reduction Space from the rest of the Premises. Landlord shall complete the demising wall on the interior of the Premises so that it is sheet-rocked, taped, mudded, sanded and ready for painting. Landlord shall also install, at Landlord’s expense, any HVAC equipment which is required, in Landlord’s commercially reasonable determination, to separate the HVAC systems for the Reduction Space and the Remaining Premises (as defined below) because of the Approved CyberOptics Legal DH construction of such demising wall. Landlord shall, at Tenant’s expense, finish the interior of such demising wall with finishes selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld. Landlord shall also, at Tenant’s expense, install, reinstall or modify the HVAC venting, ceiling, lighting, air delivery and fire sprinkler systems in the Remaining Premises to the extent required because of the construction of such demising wall. From and after July 1, 2011, or, if later, the date on which Tenant surrenders possession of the Reduction Space in the condition required above, the term “Premises” wherever it appears in this Lease or in any Amendments and Exhibits thereto shall mean the approximately 50,762 square feet of rentable area that is fully satisfied depicted on Exhibit A-l attached hereto (the “Surrender DateRemaining Premises”) surrender ), whether or not Landlord has then constructed the first floor portion of demising wall; provided that after the Premises containing approximately 7,848 rentable square feet (demising wall has been constructed, the “Surrender Space”) to Landlord and immediately thereafter (i) the Lease will be deemed terminated with respect to the Surrender Space, (ii) the Remaining Premises shall be deemed reduced by re-measured and the removal of the Surrender Space resulting in a reduction of the actual rentable square footage of the Remaining Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors Tenant’s Proportionate Share of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined Operating Expenses shall be memorialized in the Lease a Declaration that shall no longer be deemed to include the Surrender Spaceprepared by Landlord. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition of the Lease Notwithstanding anything to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010contrary herein, Tenant shall remain responsible obligated to pay Rent for Basic Rentthe Reduction Space through June 30, Additional Rent and other costs2011, expenses and charges due under or, if later, the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier date on which Tenant actually surrenders possession of the date Reduction Space to Landlord in the condition required above (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this Amendmenti.e. in broom clean condition and with all of Tenant’s personal property removed therefrom).

Reduction of Premises. Tenant As of the Extension Commencement Date, the Original Premises shall be reduced by approximately 9,420 RSF as more particularly depicted and cross-hatched on the date that the Surrender Condition (as defined below) is fully satisfied Exhibit A attached hereto and incorporated herein by this reference (the “Surrender Date”"Vacated Space"). The resulting space shall be Suite 200 and Suite 160 (and storage space) consisting of approximately 34,536 RSF (the "Reduced Premises") and all references in the Lease to the "Premises" shall mean the Reduced Premises. Tenant agrees to vacate and surrender the first floor portion possession of the Premises containing approximately 7,848 rentable square feet (Vacated Space and, unless Landlord provides written notice to Tenant to the “Surrender Space”) contrary, to cause all parties claiming by, through or under Tenant to vacate and surrender possession of the Vacated Space as of the Extension Commencement Date in the condition as required by the Lease and this Amendment. Landlord and immediately thereafter Tenant hereby acknowledge and agree that effective as of the Extension Commencement Date, Tenant renounces all right of possession in and to the Vacated Space. Any occupancy of the Vacated Space as of the Extension Commencement Date by Landlord or any party claiming by, through or under Landlord shall not be deemed an eviction (i) constructive or otherwise). As of the Extension Commencement Date, rights under the Lease will solely for the Vacated Space shall be deemed terminated as though they had expired according to their terms, and except as provided herein, Landlord and Tenant shall be relieved of any and all further obligations thereunder; provided, however, such termination shall not affect Tenant's liability for rental and other obligations accruing prior to the Extension Commencement Date, including, without limitation, its obligation to pay Tenant's Percentage Share of Operating Expenses and Tenant's Percentage Share of Real Property Taxes attributable to the period prior to the Extension Commencement Date, at such time as such obligation is finally determined, nor shall the same affect Landlord's liability to Tenant with respect to Adjustments due to Tenant under the Lease with respect to the Surrender Vacated Space, (ii) the Premises shall be deemed reduced by the removal of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined in the Lease shall no longer be deemed to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition of the Lease to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier of the date (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this Amendment.

Reduction of Premises. Tenant shall On or prior to 11:59 p.m. on the date that the Surrender Condition (as defined below) is fully satisfied June 15, 2015 (the “Surrender Date”), Tenant shall: (i) surrender the first floor to Landlord that certain portion of the Premises containing consisting of approximately 7,848 34,106 rentable square feet (the “Surrender SpaceSurrendered Premises”) to Landlord and immediately thereafter (i) the Lease will be deemed terminated with respect to the Surrender Space, (ii) the Premises shall be deemed reduced by the removal of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building), as shown on Exhibit A-2 attached hereto A to this Third Amendment, with all of Tenant’s property, trade fixtures, and incorporated hereinequipment removed therefrom and otherwise in broom-clean, good order, condition, and repair, except for ordinary wear and tear and casualty damage, and (iiiii) return any and all keys for the Surrendered Premises to Landlord. Effective on the Surrender Date, (a) the Premises shall no longer include the Surrendered Premises, (b) the term “Premises” as defined in shall refer only to the Lease space originally leased to Tenant consisting of approximately 28,494 rentable square feet (and shall no longer be deemed expressly exclude the Surrendered Premises) and (c) the terms “Tenant’s Share of Expenses,” “Tenant’s Proportionate Share,” and words of similar import shall mean 45.52%, subject to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition terms of the Lease Lease. Subject to the contraryterms of this Third Amendment, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrendered Premises (the “Surrendered Premises Obligations”) shall continue until 11:59 p.m. on the Surrender Space until Date, at which time such Surrendered Premises Obligations shall expire, except for any obligations that accrued prior to the earlier Surrender Date but have not been satisfied before the Surrender Date. Notwithstanding the foregoing, in the event Tenant holds over with respect to the Surrendered Premises on or past the Surrender Date, (x) Tenant shall be responsible for all of the date Surrendered Premises Obligations through (i) Surrender Condition is satisfied, or (iiand including) the date Tenant actually vacates and surrenders the Term would have expired without regard Surrendered Premises to Landlord in accordance with the terms of this Third Amendment, (y) the definitions of “Premises” and “Tenant’s Proportionate Share” shall not change as described in this Third Amendment until the date immediately following such date, and (z) Tenant shall be deemed to be holding over with respect to the Surrendered Premises, the terms of Section 15 of the Lease shall apply to such holding over and Landlord shall be entitled to exercise or pursue any extension undertaken pursuant or all of its rights under the Lease, at law or in equity with respect to this Amendmentsuch holding over.

Reduction of Premises. Tenant shall on the date that the Surrender Condition (as defined below) is fully satisfied (the “Surrender Date”) surrender the first floor A portion of the Premises containing approximately 7,848 rentable square feet consists of the third and fourth floors of Building 4 (“Reduction Space.”) Subtenant has not occupied the Reduction Space. Sublandlord is currently negotiating a sublease with Motorola, Inc. (“Motorola Sublease”) for the Reduction Space. Effective as of the commencement date of the Motorola Sublease (“Reduction Effective Date”), the Reduction Space shall no longer be part of the Premises. As used in this First Amendment, the “Surrender Space”) commencement date of the Motorola Sublease” shall be deemed to Landlord and immediately thereafter (i) occur on the Lease will first date that Motorola is allowed by Sublandlord to occupy the Reduction Space under the Motorola Sublease for cabling, installation of furniture, fixtures, or equipment, tenant improvement work, move-in, or any other purpose. As of the Reduction Effective Date, the Reduction Space shall be deemed surrendered by Subtenant to Sublandlord, the Sublease shall be deemed terminated with respect to the Surrender Reduction Space, (ii) and the Premises shall be deemed reduced by the removal of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the BuildingPremises, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined in the Lease Sublease, shall no longer be deemed to include the Surrender Reduction Space. Landlord acknowledges Notwithstanding the foregoing, if Subtenant’s representations contained in Paragraph 13(E) herein shall be materially false or misleading, Sublandlord shall have the right to declare this Amendment null and agrees that it has inspected void and to reinstate the Surrender Space and that Landlord will accept Sublease with respect to the Surrender Reduction Space in “AS-IS” condition notwithstanding addition to, and not in lieu of, any term other rights or condition of remedies available to Sublandlord. In the Lease event that the Reduction Effective Date has not occurred by November 30, 2004, either party may terminate this Amendment by written notice to the other party no later than December 15, 2004. Notwithstanding anything in this First Amendment to the contrary, and in no event Subtenant shall Tenant be responsible remain liable for delivering possession all of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s its obligations as Subtenant under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Reduction Space until arising prior to the earlier Reduction Effective Date, and Sublandlord shall remain liable for all of its obligations as Sublandlord under the date (i) Surrender Condition is satisfied, or (ii) Sublease with respect to the date Reduction Space arising prior to the Term would have expired without regard to any extension undertaken pursuant to this AmendmentReduction Effective Date.

Reduction of Premises. Tenant shall on As of the date that the Surrender Condition Extension Commencement Date (as defined below) is fully satisfied (hereinafter defined), the “Surrender Date”) surrender the first floor portion of the Original Premises containing shall be reduced by approximately 7,848 rentable 3,288 square feet (Suite 160 and Storage Space) as more particularly depicted and cross-hatched on Exhibit A attached hereto and incorporated herein by this reference (the “Surrender "Vacated Space”"). The resulting space shall be approximately 31,248 RSF (the "Reduced Premises") and all references in the Lease to the "Premises" shall mean the Reduced Premises. Tenant agrees to vacate and surrender possession of the Vacated Space and to cause all parties claiming by, through or under Tenant to vacate and surrender possession of the Vacated Space as of the Extension Commencement Date in the condition as required by the Lease and this Amendment (i.e., in broom clean condition, casualty, obsolescence, and normal wear and tear excepted, without any requirement to remove any Alterations, but with the obligation to remove all electronic, phone and data cabling and related equipment that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project and the access card reader and to repair any damage as a result of such removal). Landlord and immediately thereafter Tenant hereby acknowledge and agree that effective as of the Extension Commencement Date, Tenant renounces all right of possession in and to the Vacated Space. Any occupancy of the Vacated Space as of the Extension Commencement Date by Landlord or any party claiming by, through or under Landlord shall not be deemed an eviction (i) constructive or otherwise). As of the Extension Commencement Date, rights under the Lease will be deemed terminated with respect to solely for the Surrender Space, (ii) the Original Premises shall be deemed reduced by the removal of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) terminated as though they had expired according to their terms, and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, except as shown on Exhibit A-2 attached hereto and incorporated provided herein, and (iii) the “Premises” as defined in the Lease shall no longer be deemed to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition of the Lease to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant shall be relieved of any and Exagrid (the “Sublease”). all further obligations thereunder; provided, however, such termination shall not affect Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible 's liability for Basic Rent, Additional Rent rental and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect obligations accruing prior to the Surrender Space until Extension Commencement Date, including, without limitation, its obligation to pay Tenant's Percentage Share of Operating Expenses and Tenant's Percentage Share of Real Property Taxes attributable to the earlier of period prior to the date (i) Surrender Condition Extension Commencement Date, at such time as such obligation is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this Amendmentfinally determined.

Reduction of Premises. Tenant shall on Effective as of the date that the Surrender Condition (as defined below) is fully satisfied Effective Date (the “Surrender Relinquishment Date”) surrender ), Landlord does hereby agree to take back from Tenant, and Tenant does hereby agree to relinquish to Landlord, the first floor Floor 57 portion of the Existing Premises containing approximately 7,848 rentable (i.e., 22,561 square feet of net rentable area) (the “Surrender SpaceRelinquishment Premises”), as reflected on the floor plan of the Relinquishment Premises attached hereto and made a part hereof for all purposes as EXHIBIT A. Tenant shall vacate the Relinquishment Premises (other than the “Angola Sublease Premises” defined below and depicted on EXHIBIT A) on or prior to the Relinquishment Date and surrender same to Landlord in broom-clean condition, with all of Tenant’s trade fixtures, furnishings, equipment and immediately thereafter (i) other personal property removed therefrom with the Lease will be deemed terminated exception of the furniture located therein if Tenant agrees to sell such furniture to Breitburn Management Company LLC or some other party next occupying the Relinquishment Premises. Landlord and Tenant hereby acknowledge and agree that from and after the Relinquishment Date, all of Tenant’s rights, privileges, duties and obligations accruing with respect to the Surrender Space, Relinquishment Premises (ii) other than those obligations that expressly or by their nature survive the Premises shall be deemed reduced by the removal termination of the Surrender Space resulting in a reduction of Lease with respect to the rentable square footage of Relinquishment Premises), including, without limitation, Tenant’s right to possession and use thereof, shall terminate. From and after the Relinquishment Date, the Leased Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined in the Lease Lease) shall no longer be deemed to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition consist of the Lease to Existing Premises less the contraryRelinquishment Premises, and in no event shall Tenant be responsible for delivering possession the net rentable area of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject Leased Premises shall be stipulated to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier of the date (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this Amendmentbe 44,463 square feet.

Reduction of Premises. Tenant shall on has surrendered the date that Reduction Space to Landlord as of April 30, 2017 (the Surrender Condition "Reduction Date"). Accordingly, commencing retroactively from and after the Reduction Date and following Tenant's delivery of the Termination Consideration (as defined below) is fully satisfied ), the Reduction Space shall be deemed surrendered by Tenant to Landlord, the Lease as amended hereby (the “Surrender Date”"Amended Lease") surrender the first floor portion of the Premises containing approximately 7,848 rentable square feet (the “Surrender Space”) to Landlord and immediately thereafter (i) the Lease will shall be deemed terminated with respect to the Surrender Space, Reduction Space (ii) the Premises shall be deemed reduced by the removal except as to those provisions which expressly survive termination of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated hereinLease), and (iii) the “"Premises” ", as defined in the Lease Lease, shall no longer be deemed to include mean the Surrender SpaceRetained Premises. In addition, the parties hereby acknowledge and agree that a of the Redl1ction Date; the Original Premises shall consist of approximately 285,563 rentable square feet (pursuant to 1996 BOMA). As consideration for Landlord's agreement to accept Tenant's surrender of the Reduction pace, and in accordance with Section 2.4 of the Original Lease, prior to the Reduction Date, Tenant shall pay to Landlord One Hundred Ninety-Three Thousand Eighty-Nine and 00/100 Dollars ($193,089.00) (the "Termination Consideration"). Notwithstanding therefore going, in-lieu of delivering the Termination Consideration directly to Landlord, Landlord shall apply a portion of the Unused Tenant Improvement Allowance in the amount of $193,089.00 against the Termination Consideration. Landlord acknowledges and agrees that it has inspected the Surrender Reduction Space and that Landlord will agrees to accept the Surrender Reduction Space in “AS-IS” condition notwithstanding any term or condition its as is condition. The parties acknowledge and agree that in lieu of Tenant s obligation to remove a fan coil unit on the 18th floor of the Lease to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010Building, Tenant shall remain responsible for Basic Rentpay to Landlord the amount of Eight Hundred Fifty Dollars ($850.00) ("Fan Coil Removal Cost"), Additional Rent and other costs, expenses and charges due under which Fan Coil Removal Cost shall be deducted from the Lease Credit Payment (without regard as defined below) paid to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier of the date (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this AmendmentTenant.

Reduction of Premises. Tenant shall on the date that the Surrender Condition (So long as there does not then exist an uncured, continuing Event of Default as defined below) in Section 9.1 of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long as the same is fully satisfied marketable by Landlord, as determined by Landlord in its reasonable discretion (the “Surrender DateReduction Option”), effective on the 3rd anniversary and fifth (5th) surrender the first floor portion anniversary of the Premises containing approximately 7,848 rentable square feet Phase 1 Commencement Date (the “Surrender Reduction Date”), by delivering notice (the “Notice”) of its election to Landlord at least nine (9) months in advance, and with such Notice, Tenant shall provide a plan of the space to be reduced (“Reduced Space”) to Landlord and immediately thereafter (i) the Lease will be deemed terminated with respect Tenant shall pay to the Surrender Space, (ii) Landlord on or before the Reduction Date the applicable Fee as set forth below. The costs incurred to demise the Reduced Space from the Premises shall be deemed reduced by done at Tenant’s expense. For purposes hereof, the removal term “Fee”, as of the Surrender Space resulting in a reduction third anniversary of the rentable square footage Phase 1 Commencement Date, and assuming all three Phases are delivered to Tenant, shall be equal to $37.00/RSF per the Schedule attached hereto as Exhibit O. The Tenant, from time to time, may request from the Landlord what the amount of the Premises from approximately 29,995 rentable square feet Fee will be based on the first a fifth (1st5th) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Buildinganniversary Reduction Date. If Tenant exercises its Reduction Option, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) then the “Premises” as defined shall automatically be reduced by the Reduced Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as of the Reduction Date (with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as to the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made to the Fixed Rent and additional rent obligations as of the Reduction Date. The remaining Premises and provisions of this Lease shall no longer remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed to include be marketable. If Landlord determines that the Surrender SpaceReduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord acknowledges does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute shall be resolved at the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and agrees Tenant and arbitrator agree that it has inspected there shall be no more than three (3) days of presentation in the Surrender Space arbitration, that the arbitration shall be held within thirty (30) days of the election for arbitration, and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term arbitrator shall render his or condition her decision within ten (10) days of the completion of the presentation. The arbitrator shall be provided a copy of this section of the Lease and agrees to be bound by the contrary, same. Each party shall pay its own costs and in no event shall Tenant be responsible expenses for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) any such action or arbitration. Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations Each determination under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid 10.22 shall be binding upon Landlord and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Space until the earlier of the date (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this AmendmentTenant.

Reduction of Premises. Tenant shall on the date that the Surrender Condition (as defined below) is fully satisfied (the “Surrender Date”) surrender the first floor A portion of the Premises containing approximately 7,848 rentable square feet consists of the third and fourth floors of Building 4 ("Reduction Space") Subtenant has not occupied the “Surrender Reduction Space”. Sublandlord is currently negotiating a sublease with Motorola, Inc. ("Motorola Sublease") for the Reduction Space. Effective as of the commencement date of the Motorola Sublease ("Reduction Effective Date"), the Reduction Space shall no longer be part of the Premises. As used in this First Amendment, the "commencement date of the Motorola Sublease" shall be deemed to Landlord and immediately thereafter (i) occur on the Lease will first date that Motorola is allowed by Sublandlord to occupy the Reduction Space under the Motorola Sublease for cabling, installation of furniture, fixtures, or equipment, tenant improvement work, move-in, or any other purpose. As of the Reduction Effective Date, the Reduction Space shall be deemed surrendered by Subtenant to Sublandlord, the Sublease shall be deemed terminated with respect to the Surrender Reduction Space, (ii) and the Premises shall be deemed reduced by the removal of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the BuildingPremises, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Premises” as defined in the Lease Sublease, shall no longer be deemed to include the Surrender Reduction Space. Landlord acknowledges Notwithstanding the foregoing, if Subtenant's representations contained in Paragraph 9(E) herein shall be materially false or misleading, Sublandlord shall have the right to declare this Amendment null and agrees that it has inspected void and to reinstate the Surrender Space and that Landlord will accept Sublease with respect to the Surrender Reduction Space in “AS-IS” condition notwithstanding addition to, and not in lieu of, any term other rights or condition of remedies available to Sublandlord. In the Lease event that the Reduction Effective Date has not occurred by November 30, 2004, either party may terminate this Amendment by written notice to the other party no later than December 15, 2004. Notwithstanding anything in this First Amendment to the contrary, and in no event Subtenant shall Tenant be responsible remain liable for delivering possession all of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s its obligations as Subtenant under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid and Tenant vacating the Surrender Space (the” Surrender Condition”). In the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in this Amendment) with respect to the Surrender Reduction Space until arising prior to the earlier Reduction Effective Date, and Sublandlord shall remain liable for all of its obligations as Sublandlord under the date (i) Surrender Condition is satisfied, or (ii) Sublease with respect to the date Reduction Space arising prior to the Term would have expired without regard to any extension undertaken pursuant to this AmendmentReduction Effective Date.

Reduction of Premises. At the end of the fifth (5th) Rental Year, and provided Tenant shall not have assigned this Lease or sublet all or any part of the Premises except to its parent, subsidiary or affiliated corporation. Tenant shall have one-time the right to reduce the size of the Premises by at least 10,000 square feet but not more than one (1) full floor (the “Surrendered Premises”) by paying to Landlord the sum of (a) the unamortized (at 6% interest over the initial Term) Tenant Improvement Allowance allocable to the Surrendered Premises, plus (b) the value of realized rent abatement allocable to the Surrendered Premises, plus (c) the unamortized portion (on a straight-line basis) of Broker’s commissions allocable to the Surrendered Premises as of the effective date of the surrender of the Surrendered Premises (“Surrender Fee”). Tenant shall give Landlord not less than two hundred seventy (270) days prior written notice of its election to reduce the Premises. Fifty percent (50%) of the Surrender Fee shall be paid by Tenant to Landlord with Tenant’s notice of surrender if the amount of the Surrender Fee is then known by Tenant, otherwise within ten (10) business days after receiving written confirmation of the Surrender Fee from Landlord, and the remaining 50% shall be paid on the date that Tenant vacates the Surrender Condition (as defined below) is fully satisfied (the “Surrender Date”) surrender the first floor portion Surrendered Premises. Any reduction of the Premises containing approximately 7,848 rentable square feet (the “Surrender Space”) of less than an entire floor is subject to Landlord and immediately thereafter (i) the Lease will be deemed terminated with respect Landlord’s reasonable approval as to the Surrender Space, (ii) the Premises shall be deemed reduced by the removal location and size of the Surrender Space resulting in a reduction of the rentable square footage of the Premises from approximately 29,995 rentable square feet on the first (1st) and third (3rd) floors of the Building to approximately 22,147 rentable square feet on the third (3rd) floor of the Building, as shown on Exhibit A-2 attached hereto and incorporated herein, and (iii) the “Surrendered Premises” as defined in the Lease shall no longer be deemed to include the Surrender Space. Landlord acknowledges and agrees that it has inspected the Surrender Space and that Landlord will accept the Surrender Space in “AS-IS” condition notwithstanding any term or condition of the Lease to the contrary, and in no event shall Tenant be responsible for delivering possession of the Surrender Space free of the occupancy Exagrid Systems Inc. (“Exagrid”) . Landlord and Tenant acknowledge that shall enter into an amendment to this Lease to delete the Surrender Space is currently subject to a Sublease between Tenant and Exagrid (the “Sublease”). Tenant’s obligations under this Section 2 are subject to Tenant entering into a written termination of the Sublease with Exagrid Surrendered Premises; and Tenant vacating shall delver the Surrender Space (the” Surrender Condition”). In Surrendered Premises to Landlord broom clean and in as good condition as when received excepting reasonable wear and tear, and otherwise in accordance with the event the Surrender Condition is not satisfied on or before March 31, 2010, Tenant shall remain responsible for Basic Rent, Additional Rent and other costs, expenses and charges due under the Lease (without regard to modification to Basic Rent provided in provisions of this Amendment) with respect to the Surrender Space until the earlier of the date (i) Surrender Condition is satisfied, or (ii) the date the Term would have expired without regard to any extension undertaken pursuant to this AmendmentLease.