Common use of Right of Expansion Clause in Contracts

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercise; (b) the rights of other tenants within the Building from time to time; and (c) such limitations as are imposed by other tenant leases, Landlord shall, prior to offering such space to any third party, notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the third floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder of the Lease Term) whereby the parties would add such space to the description of the New Premises, in either case, for a term which would be coterminous with the Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease or an amendment to the Lease to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty (60) days next following Landlord’s original notice under this Article 13, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercise; (b) Tenant being in occupancy of 100% of the New Premises; (c) the existing rights of other tenants within the Building from time to timeNew Building; and (cd) such limitations as are imposed by other existing tenant leasesleases in the New Building; and (e) Tenant notifying Landlord in writing that it requires additional space, Landlord shall, prior to offering such space to any third party, shall notify Tenant in writing with regard to contiguous space (other than space that is available at the time that this Amendment is executed) that is or Landlord expects to become vacant and available for lease on the third floor of in the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder of the Lease Term) whereby the parties would add such space to the description of the New Premises, in either case, for a term which would be coterminous with the Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent and the tenant allowance (if any) to be furnished to Tenant, whereupon . Tenant shall have fifteen ten (1510) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept elect in writing to exercise this option and there remain at least eight (8) years left of the Lease, Tenant shall receive the same rental rate then in effect under the current Lease and a pro rata tenant improvement allowance based upon the remaining time left in the Lease. If less than eight years remain on the Lease term, Tenant shall have the right to lease such terms additional space at ninety five percent (95%) of Fair Market Rent (as are specified by Landlorddefined in Article 12 above). In either case, the parties shall negotiate the terms of a new lease or an amendment to the Lease to memorialize their agreement. In the absence of any further agreement by the parties, if less than 8 years remain on the Lease, such additional space shall be delivered in an “AS -IS—IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen ten (1510) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty (60) days next following Landlord’s original notice under this Article 13, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercisenow nor Tenant ever having been in default under this Lease; (b) the rights of other tenants within the Building from time to time; and (c) such limitations as are imposed by other tenant leases, Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the third first floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder of the Lease Term) whereby the parties would add such space to the description of the New Premises, in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon whereupon. Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Landlord’s original notice under this Article 1311, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercisenow nor Tenant ever having been in default under this Lease; (b) the rights of other tenants within the Building from time to time; and (c) such limitations as are imposed by other tenant leases, Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the third first floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder of the Lease Term) whereby the parties would add such space to the description of the New Premises, in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS—IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Landlord’s original notice under this Article 1312, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercise; exercise beyond any applicable notice and cure period, (b) Tenant occupying not less than one hundred percent (100%) of the Premises originally demised hereunder, (c) the current rights of other tenants within the Building from time to time; (which Landlord represents there are none as of the date hereof), and (cd) such limitations as are explicitly imposed by other tenant leasesleases (which Landlord represents there are none as of the date hereof), Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to when contiguous space that on the fifth floor is or Landlord expects is expected to become vacant and available for lease on within the third floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment accept for such space (on fair market terms for the remainder of the Lease Term) whereby space, with which the parties would add such space to the description of the New “Premises, ,” in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Fixed Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, condition and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) business day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Landlord’s original notice under this Article 1330, then Tenant’s right rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Article 30 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercise; exercise beyond any applicable notice and cure period, (b) Tenant occupying not less than one hundred percent (100%) of the Premises originally demised hereunder, (c) the current rights of other tenants within the Building from time to time; Building, and (cd) such limitations as are explicitly imposed by other tenant leases, Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to contiguous when any space that on the sixth floor is or Landlord expects is expected to become vacant and available for lease on within the third floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment accept for such space (on space, which shall be at a fair market terms for the remainder of the Lease Term) whereby rent taking into account differences in base years and tenant improvement allowances, with which the parties would add such space to the description of the New “Premises, ,” in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Fixed Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, condition and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) business day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Landlord’s original notice under this Article 1330, then Tenant’s right rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Article 30 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exerciseexercise beyond applicable notice and cure period; (b) Tenant occupying the rights entire Premises originally demised hereunder and having at least nine (9) months remaining in its lease term; Tenant shall have the right to lease the balance of other tenants within the contiguous second floor of the Building from time to time; (“Contiguous Space”) on the same terms and (c) such limitations conditions as are imposed by other tenant leasesthe Premises under this Lease, Landlord shall, prior to offering such space to any third party, notify Tenant with regard to contiguous space that which Contiguous Space is or Landlord expects to become vacant and currently available for lease on the third floor as of the New Buildingdate of this Lease. Tenant shall notify Landlord of it intent to lease such Contiguous Space, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder of the Lease Term) whereby the parties would add such space to the description of the New Premises, in either case, for a term which would be coterminous with the Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlordafter receipt from Landlord of an initial draft, to execute an amendment to this Lease leasing such Contiguous Space. In addition, if Landlord receives a bona fides offer to lease such Contiguous Space to a third party, Landlord shall first notify Tenant of its notice of intent to rent this Contiguous Space in the Building to such third party. Within fifteen (15) days of Tenant’s delivery receipt of such notice within which notice, Tenant shall have the option to accept notify Landlord of its intent to lease such termsContiguous Space, time being and Tenant shall have fifteen (15) days after receipt from Landlord of an initial draft, to execute an amendment to this Lease leasing such Contiguous Space. Such amendment to this Lease would add such Contiguous Space to the description of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate “Premises” upon all of the terms of a new lease or an amendment to this Lease. The term would be coterminous with the Lease to memorialize their agreementterm of this Lease. In the absence of any further agreement by the parties, such additional space Such Contiguous Space shall be delivered in an “AS -ISIS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space Contiguous Space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five three (53) business days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty (60) days next following Landlord’s original notice under this Article 13, then Tenant’s right rights to lease such space Contiguous Space shall lapse and terminate, and Landlord may, at its discretion, lease such space Contiguous Space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default beyond applicable notice and cure periods at the time of exerciseexercise nor ever being in Event of Default beyond applicable cure period; and (b) the rights of other tenants within the Building from time granted prior to time; the date hereof (such tenant are Xxxxxxx Capital and (c) such limitations as are imposed by other tenant leasesQuintiq or their successors or assigns), Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the third fifth floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder all of the other terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease Term) whereby with which the parties would add such space to the description of the New “Premises, ,” in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Fixed Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease lease, or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS–IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Tenant’s acceptance of Landlord’s original notice under this Article 13offer (provided that Landlord negotiates such new lease or amendment in good faith during such thirty (30) day period), then Tenant’s right rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Section 10 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time. In the event Landlord notifies Tenant of space and Tenant rejects such offer, Landlord’s obligations under this paragraph 10 shall terminate and this paragraph 10 shall be of no further force or effect.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercisenow nor Tenant ever having been in default under this Lease; and (b) the rights of other tenants within the Building Project from time to time; , and (c) provided that the Tenant first-above named (or its assignee under Section 12 (e) or (f) above shall continuously remain in occupancy of not less than seventy-five percent (75%) of the Premises originally demised hereunder and subject to such limitations as are imposed by other tenant leases, Landlord shall, prior to offering such space to any third party, shall notify Tenant throughout the term hereof with regard to contiguous space of more than 1,500 rentable square feet that is or Landlord expects to become vacant and available for lease on within the third floor of the New BuildingProject, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease Term) whereby with which the parties would add such space to the description of the New “Premises”, in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon . Tenant shall thereafter have fifteen (15) days next following Landlord’s delivery the same right to lease such space on the same basis as other prospective tenants of such notice within space. If Landlord and Tenant agree on the terms on which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlordwould take additional space, the parties shall negotiate the terms of a new lease lease, or an amendment to the Lease this Lease, to memorialize their agreement. In Notwithstanding the absence of any further agreement by the partiesforegoing, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty (60) days next following Landlord’s original notice under this Article 13, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine, to any person other than Tenant. Tenant’s rights hereunder Tenant shall not include the have no right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or is about to become vacant within the Project for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Article 7 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Project at any time.

Right of Expansion. Article 11 Provided that Tenant shall not be in default in the performance or observance of any of the Second Amendment terms and provisions of this Lease on the part of the Tenant to Lease is hereby replaced with be performed or observed, Tenant shall have a right of first offer to expand into the following: Subject to remaining space on the first floor of the Building on the same terms and conditions as the Premises demised hereunder on the terms set forth herein, provided that (a) Tenant not being in default at if such right is exercised within six (6) months after the time of exercise; (b) Commencement Date, the rights of other tenants within the Building from time to time; and (c) such limitations as are imposed by other tenant leases, Landlord shall, prior to offering Annual Basic Rent for such space to any third party, notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on shall be the third floor of the New Buildingrate set forth in Section 1.2 above, and Landlord shall propose provide to Tenant the basic economic terms upon which Landlord would be prepared to entertain same scope of Landlord’s Work as is provided for the negotiation of a new lease or amendment Premises under Article IV above, and (b) if such right is exercised thereafter, the Annual Basic Rent for such space (on fair shall be the Fair Market Rent determined in accordance with Section 15.1 above, and Landlord shall only be obligated to provide Landlord’s Work to the extent determined to be the market terms for the remainder standard therefor, as determined in accordance with Section 15.1 above. Landlord shall provide written notice of the Lease Term) whereby availability of the parties would add such space to Tenant. If Tenant fails to accept Landlord’s offer on the description of the New Premises, in either case, for a term which would be coterminous with the Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have set forth therein within fifteen (15) business days next following from delivery of Landlord’s delivery of such notice within which to accept such termsnotice, Tenant shall have no further rights hereunder, time being of the essenceessence of the foregoing provisions. Should This right of first offer is intended to be outstanding until the first floor space has been leased, whether to Tenant accept such terms as are specified by or a third party, after which this Article XVI shall have no further force or effect. In the event that Tenant provides timely written acceptance of Landlord’s offer, the parties shall negotiate the terms of a new lease or enter into an amendment to this Lease which incorporates the Lease to memorialize their agreement. In offered space into the absence of any further agreement by Premises on the parties, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty (60) days next following Landlord’s original notice under this Article 13, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s noticeset forth herein.

Right of Expansion. Article 11 Provided that no material event of default or sublease has ever occurred under any term or provision contained in the Lease and no condition exists which with the passage of time or the giving of notice or both would constitute an event of default either on the date Tenant exercises its Expansion Option (as defined herein) or upon the commencement of the Second Amendment Expansion Term (as defined herein) and provided that Tenant has continuously occupied the Premises for the Permitted Use during the Lease Term, and subject to any extension, expansion, option or modification rights granted to other tenants of Landlord in the Building prior to the date of this Lease, Tenant shall have the right and option (the "Expansion Option") during the first year of the Lease is hereby replaced with Term only, to expand the following: Subject Premises to include up to an additional 3,000 rentable square feet of contiguous space to the Premises for use by Tenant ("Expansion Space") for the remainder of the then remaining Lease Term (the "Expansion Term") under the same terms, conditions and covenants contained in this Lease, except that (a) Tenant not being no abatements, inducements or other concessions, if any, applicable to the Lease Term shall apply to the Expansion Term, provided, however, Landlord agrees, at its sole cost and expense, to "turnkey" the Expansion Space in default accordance with working drawings to be completed by Landlord's architect at the time of exercisethe exercise of the Expansion Option by Tenant so as to provide for the construction of tenant improvements in the Expansion Space which tenant improvements shall be consistent, in terms of costs and materials used, with the original tenant improvements constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit B; (b) the rights of other tenants within Base Rent shall be equal to the Building from time to time; and (c) such limitations as are imposed by other tenant leases, Landlord shall, prior to offering such space to any third party, notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available then Base Rent in effect for lease on the third floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms Premises for the remainder of the Lease Term; (c) whereby the parties would add such space to the description of the New Premises, in either case, for a term which would be coterminous with the Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen no further Expansion Option; and (15d) days next following Landlord’s delivery monthly parking charges will reflect the existing rate effective at the time of the commencement of the Expansion Term. To exercise its Expansion Option hereunder, Tenant shall provide written notice ("Expansion Notice") to Landlord at any time within the first year of the Lease Term. Failure by Tenant to provide the Expansion Notice within the time limits set forth herein shall constitute a waiver of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease or an amendment to the Lease to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty (60) days next following Landlord’s original notice under this Article 13, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s noticeExpansion Option.

Right of Expansion. Article 11 All other rights with respect to the expansion of the Second Amendment to Lease is Premises are hereby replaced with the following: rendered null and void and of no further force or effect. Subject to (a) Tenant not being in default at the time of exerciseexercise nor Tenant ever being in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this Lease more than twice during the Term and such monetary defaults aggregate in excess of $20,000.00; (b) Tenant occupying not less than one hundred (100%) percent of the Premises; (c) there being at least two (2) years remaining of the Term of this Lease (to include any exercised Renewal Periods only); (d) the rights of other tenants within any premises on the second floor of the Building from time to time; and (ce) such limitations as are imposed by other tenant leases, then if Tenant shall request from Landlord shall, prior to offering whether such space to any third party, notify Tenant with regard to contiguous space that premises on the second floor in the Building is or Landlord expects to become vacant and available for lease lease, and Landlord determines that there are such premises on the third second floor of the New Building, and Landlord shall propose to Tenant the basic economic fair market material business terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease Term) whereby with which the parties would add such space to the description of the New “Premises, ,” in either case, case for a term which would be coterminous with the this Lease unless otherwise specified agreed to by LandlordLandlord and Tenant, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Fixed Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen five (155) business days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease lease, or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -ISAS-IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupantsoccupants and in such condition so that it may be lawfully occupied by Tenant for its Permitted Uses. If Tenant shall not accept Landlord’s terms within such fifteen ten (15) day 10)-day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Landlord’s original notice under this Article 13Paragraph, then Tenant’s right rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Paragraph is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time. In the event Landlord notifies Tenant of space and Tenant rejects such offer, Landlord’s obligations under this Paragraph shall terminate and this Paragraph shall be of no further force or effect.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exerciseexercise nor Tenant ever being in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this Lease more than twice during the Term and such monetary defaults aggregate in excess of $100,000; (b) the rights of other tenants within the Building from time to time; , and (c) such limitations as are imposed by other tenant leases, Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on in the third floor of the New Building, Building and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease Term) whereby with which the parties would add such space to the description of the New “Premises, ,” in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen thirty (1530) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease lease, or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Leasedelivered, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen thirty (1530) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Landlord’s original notice under this Article 1335, then Tenant’s right rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include Nothing contained in this Article 15 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the right to lease less than all availability of expansion space within the space identified in Landlord’s noticeBuilding at any time.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exerciseexercise nor Tenant ever being in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this Lease more than twice during the Term and such monetary defaults aggregate in excess of $20,000; (b) Tenant is fully occupying the Premises originally demised hereunder (c) the rights of other tenants within the Building from time to time; , and (cd) such limitations as are imposed by other tenant leases, upon Tenant’s written request, Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease (i) on the first (which is contiguous with the portion of the Premises on the first floor of the Building, or (ii) on the third floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease Term) whereby with which the parties would add such space to the description of the New “Premises, ,” in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease lease, or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -IS–IS” condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty thirty (6030) days next following Landlord’s original notice under this Article 1335, then Tenant’s right rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Article 35 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time. In the event Landlord notifies Tenant of space and Tenant rejects such offer, Landlords obligations under this Article 35 shall terminate and this Article 35 shall be of no further force or effect.

Right of Expansion. Article 11 Landlord shall notify Tenant from time to time of changes in the availability of Suites L, M and N of the Second Amendment to Lease is hereby replaced with the following: Subject Xxxxxx VII Building and, subject to (a) Tenant not being in default at the time of exercisenow nor Tenant ever having been in default under this Lease; and (b) the rights of other tenants within the Xxxxxx VII Building from time to time; , and (c) subject to such limitations as are imposed by other tenant leases, Landlord shallif requested by Xxxxxx, prior to offering such space to any third party, notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the third floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease Term) whereby with which the parties would add such space to the description of the New "Premises, " in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which . The economic terms of any such proposal shall include the estimated date that the space shall be available for delivery, the fixed rent Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen thirty (1530) days next following Landlord’s 's delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease lease, or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “"AS -IS” " condition, except as expressly agreed by Landlord and Tenant, and subject to Landlord’s representations and warranties in the Lease, and Rent for such additional space shall commence on that date which is the earlier of: (x) Tenant’s 's occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s 's terms within such fifteen thirty (1530) day period, or if the parties shall 26 not have executed and delivered a mutually satisfactory new lease or lease amendment within sixty forty-five (6045) days next following Landlord’s 's original notice under this Article 1336, then Tenant’s right Xxxxxx's rights to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s 's rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s 's notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Xxxxxx VII Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this Article 36 is intended nor may anything herein be relied upon by Xxxxxx as a representation by Landlord as to the availability of expansion space within the Xxxxxx VII Building at any time. Tenant's rights hereunder shall continue throughout the term hereof provided and for so long as Tenant shall be free from default hereunder, and provided, further, that the Tenant first-above named (or its assignee under Article 12 (e) or (f ) above) shall continuously remain in occupancy of not less than seventy five (75%) of the Premises originally demised hereunder.

Right of Expansion. Article 11 of the Second Amendment to Lease is hereby replaced with the following: Subject to (a) Tenant not being in default at the time of exercisenow nor Tenant ever having been default under this Lease; and (b) the rights of other existing tenants within the Building from time to time; , and (c) subject to such limitations as are imposed by other existing tenant leases, Landlord shall, prior to offering such space to any third party, shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on within the third second floor of the New Building, and Landlord shall propose to Tenant the basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease or amendment for such space (on fair market terms for the remainder all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease Term) whereby with which the parties would add such space to the description of the New “Premises, ,” in either case, case for a term which would be coterminous with the this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for delivery, the fixed rent Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease lease, or an amendment to the Lease this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in an “AS -ISAS-IS” condition, except as expressly agreed by Landlord and TenantEXHIBIT “A” SPACE PLAN OF EXPANSION SPACE November 21, 2003 Xx. Xxxxxxx Xxxxxx Chief Financial Officer AMERIQUEST TRANSPORTATION 000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxx, XX 00000 Re: LibertyView, Suites 220 and subject to Landlord’s representations and warranties in the Lease000 Xxxxxx Xxxx, and Rent for such additional space shall commence on that date which Xxx Xxxxxx Dear Xx. Xxxxxx: Enclosed is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants and occupants. If Tenant shall not accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have an executed and delivered a mutually satisfactory new lease or lease amendment within sixty (60) days next following Landlord’s original notice under this Article 13, then Tenant’s right to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right to lease less than all counterpart of the space identified in Landlord’s notice.Third Amendment to Lease for the above-referenced premises for your files. Thank you for your continued tenancy with Brandywine Realty Trust. Sincerely, /s/ Xxxxx Xxxxx Lux Xxxxx Xxxxx Lux Leasing & Marketing Enclosure