Common use of Right of Expansion Clause in Contracts

Right of Expansion. Subject to (a) Tenant not being in default now 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 notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the first floor of the 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 Premises, in either case for a term which would be coterminous with 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 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 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, 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 thirty (30) days next following Landlord’s original notice under this Article 11, 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. Subject to (a) Tenant not being in default now nor Tenant ever having been in default under this Leaseat 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 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 in the 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 Premises, in either case for a term which would be coterminous with 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 Base 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 this Lease, 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 thirty sixty (3060) days next following Landlord’s original notice under this Article 1113, 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 now nor Tenant ever having been in default under this Leaseat 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 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 first 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 case, for a term which would be coterminous with this 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 Base Rent fixed 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 this Lease, 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 thirty sixty (3060) days next following Landlord’s original notice under this Article 1113, 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. Subject to (a) Tenant not being in default now 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 notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the first floor of the 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 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 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 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, 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 thirty (30) days next following Landlord’s original notice under this Article 1112, 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. Subject Provided the Lease is in full force and effect and no Event of Default has occurred and is continuing beyond applicable cure periods, as defined in Section 22 herein, and the Lease is then continuing and no facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, Landlord hereby grants to Tenant a continuing and reoccurring right of first offer to expand the Demised Premises (the “Right of Expansion”) to include either an agreed upon portion of the 26,308 square foot area adjacent to the Demised Premises or the entire 26,308 square foot area adjacent to the Demised Premises, as depicted on Exhibit A, attached hereto, (the “Expansion Space”) subject to the terms and conditions set forth herein. (a) Tenant not being in default now nor Tenant ever having been in default under this Lease; The term of the Right of Expansion shall commence upon the Lease Commencement Date and shall continue throughout the Term, and any exercised renewal term, of the Lease (the “Right of Expansion Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the rights other terms of other tenants this Right of Expansion, after any part of the Expansion Space has or will “become available” (as defined herein) for leasing by Landlord, Landlord shall not, during the term of the Right of Expansion Period, lease to another tenant that available portion of the Expansion Space (the “Available Expansion Space”) without first offering Tenant the right to lease such Available Expansion Space as set forth herein. (i) Available Expansion Space shall be deemed to “become available” when Landlord desires to lease all or a portion of the Expansion Space. (ii) Notwithstanding subsection b(i) above, Available Expansion Space shall not be deemed to “become available” if the space is leased, assigned or subleased by the then current tenant of the Expansion Space; or is re-let by the then current tenant of the space pursuant to a renewal option originally existing within the Building from time to time; and its then current lease. (c) such limitations as are imposed For purposes of rental calculation for Tenant’s Right of Expansion, the Base Rental Rate for the Available Offer Space, in its then “As-Is” condition (the “As-Is Base Rent”), shall be $7.00 per square foot, net of expenses, for calendar year 2005; and, for subsequent years, the As-Is Base Rent shall be $7.00 per square foot, net of expenses, increased by other tenant leases3% annually, compounded, to the then current year. (d) Consistent with subsection (b), Landlord shall notify not lease any such Available Expansion Space to another tenant unless and until Landlord has first offered the Available Expansion Space to Tenant with regard to contiguous space in writing (the “Offer”). The Offer shall contain (i) a description of the Available Expansion Space (which description shall include the square footage amount and location of such Available Expansion Space) and an attached floor plan that is or shows the Available Expansion Space offered (the “Available Offer Space”); (ii) the date on which Landlord expects to become vacant and available the Available Offer Space will be available; (iii) the As-Is Base Rent for lease on the first floor of the BuildingAvailable Offer Space, based upon subsection (c) herein, plus (if, and Landlord shall propose only if, Tenant’s then current financial condition is reasonably acceptable to Landlord) rent attributable to Tenant Finish Allowance of $15.00 per square foot of Available Expansion Space, plus brokerage leasing commission, if any, plus interim interest costs to borrow funds, calculated by considering 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 remaining unexpired term of the Lease Term) whereby (the parties would add such space to amortization term), and Landlord’s then current cost of funds (calculated at the description same spread between the current Wall Street prime rate and Landlord’s stated 9% cost of funds, as of the Premises, in either case Lease Date); (iv) the then current Operating Expenses for a term which would be coterminous with 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 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 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, and Rent for such additional space shall commence on that date which is the earlier of: (x) Available Expansion Space considering Tenant’s occupancy thereof; and (v) the additional Security Deposit required for the expansion. Upon receipt of the Offer, Tenant shall have the right, for a period of seven (7) calendar days after receipt of the Offer, to exercise its Right of Expansion by giving Landlord written notice that Tenant desires to lease the Available Expansion Space either at the As-Is Base Rent, or as adjusted to take into consideration those factors delineated in clause (iii) of this subsection (d) (the “Adjusted Base Rent”), and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants upon the special terms and occupantsconditions as are contained in the Offer. If Tenant shall not accept disagrees with Landlord’s terms proposed Adjusted Base Rent and Tenant seeks a Tenant Finish Allowance then Landlord and Tenant shall negotiate in good faith to agree upon the Adjusted Base Rent for the Available Expansion Space for an additional seven (7) day period. (e) If, within such fifteen seven (157) day period, Tenant exercises its Right of Expansion, either on an As-Is Base Rent basis or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within thirty (30) days next following Landlord’s original notice under this Article 11on an Adjusted Base Rent basis, then Tenant’s right Landlord and Tenant shall amend the Lease to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such include the Available Expansion Space subject to the same terms and conditions as the Lease, as modified by subsection (d) above. The expiration date of the Lease shall not be changed, unless Landlord and Tenant mutually agree to modify and extend the Lease at this time. (f) If, within such seven (7) day period. Tenant declines or fails to exercise its Right of Expansion, Landlord shall determine. Tenant’s rights hereunder shall not include then have the right to lease less than all the Available Expansion Space in portions or in its entirely to a third party, at any time, and without regard to the effect such third party lease may have upon this Right of Expansion. (g) Tenant’s Right of Expansion shall be continuing and reoccuring throughout the term of the space identified in Lease, regardless of whether or not Tenant chooses to exercise its Right of Expansion at any time that it is offered by Landlord’s notice; and, upon each subsequent occurrence that Available Expansion Space “becomes available”, or Landlord receives an offer to lease Available Expansion Space to a third party tenant which Landlord is willing to accept, it shall first be offered to Tenant.

Right of Expansion. Subject 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 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 Term only, to expand the 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) 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 accordance with working drawings to be completed by Landlord's architect at the time of the exercise of the Expansion Option by Tenant not being so as to provide for the construction of tenant improvements in default now nor Tenant ever having been the Expansion Space which tenant improvements shall be consistent, in default under this Leaseterms 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 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 first floor of the 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 Premises, in either case for a term which would be coterminous with 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 Base 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 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, 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 thirty (30) days next following Landlord’s original notice under this Article 11, 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. Subject to (a) Provided that Tenant shall not being be in default now nor in the performance or observance of any of the terms and provisions of this Lease on the part of the Tenant ever having been in default under this Lease; (b) to be performed or observed, Tenant shall have a right of first offer to expand into 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 notify Tenant with regard to contiguous remaining space that is or Landlord expects to become vacant and available for lease on the first floor of the BuildingBuilding on the same terms and conditions as the Premises demised hereunder on the terms set forth herein, provided that (a) if such right is exercised within six (6) months after the Commencement Date, the Annual Basic Rent for such space shall be the rate 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 Premises, in either case for a term which would be coterminous with 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 Base 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, to memorialize their agreement. In Lease which incorporates the absence of any further agreement by offered space into the parties, such additional space shall be delivered in an “AS -IS” condition, and Rent for such additional space shall commence Premises 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 thirty (30) days next following Landlord’s original notice under this Article 11, 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. Subject to (a) If Tenant not being advises Landlord during the 2nd, 3rd, or 4th years of the Lease that it requires additional space of at least fifty percent (50%) of the size of the Premises or more (“Expansion Notice”) and Landlord has suitable space available in default now nor Tenant ever having been in default under this Lease; (b) the rights of other tenants within the Building from time to time; (or an affiliate of Landlord has suitable space available in a property located in Emeryville, California which is owned by such affiliate and (c) such limitations as are imposed affiliate is controlled by other tenant leasesLandlord or affiliates of Landlord), Landlord shall notify enter into good faith negotiations with Tenant with regard to contiguous space that is or Landlord expects to become vacant for the terms and available for lease on the first floor of the Building, and Landlord shall propose to Tenant the basic economic terms conditions upon which Landlord would be prepared to entertain the negotiation of and Tenant may enter into a new lease or amendment for such space (on fair upon market terms terms, taking into account, among other criteria, the then creditworthiness of Tenant. Tenant acknowledges that the term for such space may be different from the Term for the remainder of Premises and that the Lease Term) whereby the parties would add rent for such space to may be more than the description of rent for the Premises, in either case . Landlord and Tenant agree to enter into good faith negotiations for a term which would be coterminous with 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 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 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, 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 thirty (30) days next following Landlord’s original after receipt of the Expansion Notice with respect to such space; provided, however, that in the event that Landlord does not have such suitable space and/or Landlord does not negotiate in good faith with Tenant, Tenant may terminate the Lease upon one hundred eighty (180) days prior written notice. (b) If Landlord and Tenant dispute whether Landlord has or does not have such suitable space and/or whether Landlord has negotiated in good faith with Tenant (“Expansion Dispute”) then and in such event either party (the “Initiating Party”) may initiate proceedings by written notice under to the other. Such notice shall designate the name and address of three arbitrators willing to act, each of whom shall be a disinterested party who is a lawyer or judge with not less than ten (10) years experience in real estate contractual disputes for projects of this Article 11scale (“Arbitrator Qualifications”) and shall include background information regarding each arbitrator sufficient to enable the other to respond. Within ten (10) days after receipt of such notice, then Tenant’s right the party receiving such notice (the “Responding Party”) shall, by notice to lease such space the Initiating Party, select one of the three arbitrators to hear the dispute. The Designated Arbitrator shalt forthwith hear the parties and their witnesses and resolve the dispute. The parties may conduct discovery to the extent that discovery would be permitted in a case before the Superior Court. It is the parties’ intention and the parties and the. Designated Arbitrator shall lapse and terminateuse its best efforts to be certain that (a) discovery, if applicable, be conducted for a period determined by the Designated Arbitrator, excluding motions regarding discovery, and Landlord may(b) the first hearing be set on, at its discretiona date that is within 5 days after the date the Designated Arbitrator is appointed. Discovery and hearings shall proceed simultaneously. All meetings and proceedings shall be held in Emeryville, lease such space California unless the parties and the Designated Arbitrator otherwise agree. The determination by the Designated Arbitrator shall be final and binding on such terms and conditions as Landlord shall determinethe parties to the arbitration. Tenant’s rights hereunder shall not include It is the right to lease less than all intent of the space identified parties for the Designated Arbitrator to render a decision as promptly as possible after the initial hearing but in Landlord’s noticeany event within 30 days after the first hearing. The decision of the Designated Arbitrator shall be in writing and shall be delivered to the parties. The determination of the Designated Arbitrator made in accordance with the foregoing provisions may be entered as an award in arbitration in the Superior Courts of the State of California, and judgment thereon may be entered. Except as set forth below, each party shall pay for the cost of its attorneys and experts engaged on its behalf and one-half of the costs of the Designated Arbitrator and the costs of any consultants or experts engaged by the Designated Arbitrator (collectively, the “Arbitration Costs”). Notwithstanding the foregoing, the Designated Arbitrator shall have the right, authority, and discretion to determine that a party is the prevailing party in the arbitration, in which even the other party shall pay for the Arbitration Costs or the portion of such Arbitration Costs assessed upon them by the arbitrator. To the fullest extent permitted by law, the parties to this Agreement hereby unconditionally and irrevocably waive any rights to appeal any decision by the Arbitrator designated pursuant to this Section. Any decision shall be final, binding, nonappealable and not subject to any judicial review.

Right of Expansion. Subject to (a) Tenant not being in default now nor Tenant ever having been in default under this Lease; at the time of 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 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 the first floor of within the 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 “Premises, ,” in either case for a term which would be coterminous with 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 Base Fixed 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 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, 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 thirty (30) days next following Landlord’s original notice under this Article 1130, 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. Subject to (a) Tenant not being in default now nor Tenant ever having been in 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 notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on within the first second floor of the 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 “Premises, ,” in either case for a term which would be coterminous with 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 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 lease, or an amendment to 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, and Rent for such additional space shall commence on that date which November 21, 2003 Xx. Xxxxxxx Xxxxxx Chief Financial Officer AMERIQUEST TRANSPORTATION 000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxx, XX 00000 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 thirty (30) days next following Landlord’s original notice under this Article 11, 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. /s/ Xxxxx Xxxxx Lux Xxxxx Xxxxx Lux Leasing & Marketing Enclosure

Right of Expansion. Subject to (a) Tenant not being in default now beyond applicable notice and cure periods at the time of exercise nor Tenant ever having been being in default under this LeaseEvent 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 notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the first fifth floor of the 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 “Premises, ,” in either case for a term which would be coterminous with 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 Base Fixed 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 lease, or an amendment to 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, 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 thirty (30) days next following Tenant’s acceptance of Landlord’s original notice under this Article 11offer (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. Subject Landlord shall notify Tenant from time to time of changes in the availability of Suites L, M and N of the Xxxxxx VII Building and, subject to (a) Tenant not being in default now 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 shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the first floor of the Buildingif requested by Xxxxxx, 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 "Premises, " in either case for a term which would be coterminous with 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 Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon. 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 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, 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 thirty forty-five (3045) days next following Landlord’s 's original notice under this Article 1136, 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. Subject to (a) Tenant not being in default now at the time of exercise nor Tenant ever having been being in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this LeaseLease 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 notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on in the first floor of the 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 “Premises, ,” in either case for a term which would be coterminous with 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 Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon. 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 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” conditiondelivered, 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 thirty (30) days next following Landlord’s original notice under this Article 1135, 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. Subject to (a) Tenant not being in default now at the time of exercise nor an Event of Default having occurred (irrespective of the fact that Tenant ever having been in default cured such default) for Tenant's failure to pay monetary obligations under this LeaseLease more than twice during the Term and such monetary defaults aggregates in excess of $200,000; (b) Tenant or its affiliate occupying not less than one hundred (100%) percent of 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; then provided that Tenant has notified Landlord that it requires additional space, Landlord shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the first floor of in the 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 Fair Market Rent for such space (on fair market terms for the remainder as of the date of vacancy (subject to Tenant's rights to contest same as provided above) (and, except for Rent, such space shall be leased on all of the same terms and conditions as are set forth in this Lease) and present an amendment to this Lease Term) whereby with which the parties would add such space to the description of the "Premises, in either case ," for a term which would be coterminous with this Lease unless otherwise specified by LandlordLease, and which economic terms shall include the estimated date that the space shall be available for delivery, the Base Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon. whereupon Tenant shall have fifteen thirty (1530) days next following Landlord’s 's delivery of such notice within which to accept such termsterms (subject to the timely determination of Fair Market Rent as provided above), 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 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” "AS-IS" 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) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within thirty (30) days next following Landlord’s original notice under this Article 11, 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. Subject to (a) Tenant not being in default now nor Tenant ever having been in default under this Lease; at the time of 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 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 the first floor of within the 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 “Premises, ,” in either case for a term which would be coterminous with 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 Base Fixed 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 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, 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 thirty (30) days next following Landlord’s original notice under this Article 1130, 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. Subject to (a) Tenant not being in default now at the time of exercise nor Tenant ever having been being in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this LeaseLease 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 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 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 “Premises, ,” in either case for a term which would be coterminous with 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 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 lease, or an amendment to 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, 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 thirty (30) days next following Landlord’s original notice under this Article 1135, 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. All other rights with respect to the expansion of the Premises are hereby rendered null and void and of no further force or effect. Subject to (a) Tenant not being in default now at the time of exercise nor Tenant ever having been being in default (irrespective of the fact that Tenant cured such default) of any monetary obligations under this LeaseLease 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 notify Tenant with regard to contiguous space that whether such 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 first second floor of the 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 “Premises, ,” in either case for a term which would be coterminous with 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 Base Fixed Rent and the tenant allowance (if any) to be furnished to Tenant, whereupon. 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 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, 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 thirty (30) days next following Landlord’s original notice under this Article 11Paragraph, 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. Subject to (a) Tenant not being in default now 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 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 first floor of the 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 “Premises”, in either case for a term which would be coterminous with 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 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 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, 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 thirty (30) days next following Landlord’s original notice under this Article 11, 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. Subject to (In the event, but only in the event, that a) Tenant not being at the time of Tenant's exercise of its rights pursuant to this Article 1) this Lease shall then be in default now nor Tenant ever having been in default under full force and effect and 2) Tenant, at all times prior thereto, shall have fully and faithfully complied with and performed all terms and/or provisions of this Lease; (, as and when required pursuant to this entire Lease, and b) Tenant complies with all provisions of this entire Article as and when required, Tenant shall have the rights right to lease ("expansion right") all, but no less than all, space cross-hatched on said "Exhibit B" ("Expansion Space"), upon the same terms and conditions set forth in this Lease (including, but not limited to, a) expiration date of other tenants within initial term and, if any of said three (3) options to extend the Building from time to time; and (term are validly exercised, expiration date of the last option term validly exercised, b) per square foot Base Rent, c) such limitations as are imposed by other tenant leasesadditional rents, Landlord shall notify Tenant with regard to contiguous space that is or Landlord expects to become vacant and available for lease on the first floor of the Buildingd) net costs, and Landlord shall propose e) amounts due pursuant to Tenant the basic economic terms upon which Landlord would be prepared Schedule 1) all except as follows: 1) Effective expansion commencement date referred 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 Premisesin 2), in either case for a term which would be coterminous with this Lease unless otherwise specified by Landlord, and which economic terms shall include the estimated date that the space shall be available for deliverybelow, the 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 this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be increased annually, by a) 5,628 multiplied by b) the per square foot Base Rent charge in effect from time to time for the demised premises outlined in bold in said "Exhibit B" (which per square foot Base Rent charge in effect from time to time for the demised premises outlined in bold on said "Exhibit B" shall be the annual Base Rent in effect from time to time for the demised premises outlined in bold on said "Exhibit B" divided by 16,472); 2) Commencement date ("expansion commencement date") of all rights and obligations relative to Expansion Space shall be the following, provided Tenant has executed and delivered in an “AS -IS” condition, and Rent for such additional space shall commence on that date which is the earlier ofto Landlord all expansion documents referred to below: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such additional space date of Landlord's delivery to Tenant free of other tenants fully-executed "expansion documents" referred to hereafter in this Article; 3) Effective expansion commencement date, the term "demised premises" shall he increased by the Expansion Space; 4) Effective expansion commencement date, Tenant's pro rata share referred to in Schedule 1 shall be increased by adding to same 21.02% to result in said share's being 81.48% (except as to heating oil, Tenant's pro rata share for which referred to in Schedule 1 shall be increased by adding to same 25.47% to result in said share's being 100% of all heating oil consumed from the 2,000 gallon tank on the northerly side of the building or any substitute therefor); and 5) Effective expansion commencement date, the number of parking spaces referred to in the fourth sentence of Article 1. of this Lease is increased by adding to same 15 spaces to result in said parking spaces' being 58. In the event Tenant wishes to elect to exercise said expansion right, it shall do so by giving Landlord written notice ("expansion notice") of Tenant's said election to exercise said expansion right, said expansion notice to be received by Landlord a) no earlier than March 1, 1998 and occupantsno later than May 1, 1998, if CMS has commenced to occupy all of the Expansion Space before July 1, 1996 and b) on or before August 31, 1996, if CMS has not commenced to occupy all of the Expansion Space before July 1, 1996. If In the event Tenant delivers to Landlord said expansion notice as and when set forth above, Tenant shall not accept execute and deliver to Landlord a written lease and all other ancillary documents (said written lease and all other ancillary documents collectively "expansion documents") requested by Landlord’s terms within such fifteen (15) day period, or if the parties all as same shall not have been prepared and/or requested by Landlord, relative to said Expansion Space, said executed and delivered a mutually satisfactory new lease or lease amendment expansion documents to be received by Landlord within thirty five (305) days next following of Landlord’s original 's sending Tenant said expansion documents ("5 day period"). If Landlord does not receive said expansion notice under as and when set forth above, all provisions of this entire Article 11shall forthwith cease and be null, then Tenant’s right to lease such space shall lapse void and terminateof no effect whatsoever, absolutely and forever, as if this entire Article did not exist (so that Landlord may, at its discretionany time thereafter, in addition to all other rights and/or remedies, enter into any lease such space with any party whatsoever, and on such any terms and conditions as Landlord shall determine. Tenant’s rights hereunder shall not include the right whatsoever, relative to lease less than any or all of said Expansion Space). If Landlord does receive said expansion notice as and when set forth above, but does not receive the space identified executed expansion documents within the 5 day period, all provisions of this entire Article shall, forthwith upon expiration of said 5 day period, cease and be null, void and of no effect whatsoever, absolutely and forever, as if this entire Article did not exist (so that Landlord may, at any time thereafter, in addition to all other rights and/or remedies, enter into any lease with any party whatsoever, and on any terms whatsoever, relative to any or all of said Expansion Space) except that Tenant shall be liable for payment of all amounts and performance of all obligations to the same extent as if Landlord received the executed expansion documents within the 5 day period, and Tenant had thereafter breached and been in default of said expansion documents so as to terminate all of Tenant's rights and/or the like and/or Landlord’s notice's liabilities, obligations and/or the like pursuant to said expansion documents but not so as to terminate Tenant's liabilities, obligations and/or the like and/or Landlord's rights and/or the like pursuant to said expansion documents. All dates and/or time periods referred to in this entire Article shall be on a time is of the essence basis.

Right of Expansion. Subject Provided the Lease is in full force and effect and no Event of Default has occurred and is continuing beyond applicable cure periods, as defined in Section 22 herein, and the Lease is then continuing and no facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, Landlord hereby grants to Tenant a continuing and reoccurring right of first offer to expand the Demised Premises (the “Right of Expansion”) to include either an agreed upon portion of the 26,308 square foot area adjacent to the Demised Premises of the entire 26,308 square foot area adjacent to the Demised Premises, as depicted on Exhibit A, attached hereto, (the “Expansion Space”) subject to the terms and conditions set forth herein. (a) Tenant not being in default now nor Tenant ever having been in default under this Lease; The term of the Right of Expansion shall commence upon the Lease Commencement Date and shall continue throughout the Term, and any exercised renewal term, of the Lease (the “Right of Expansion Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the rights other terms of other tenants this Right of Expansion, after any part of the Expansion Space has or will “become available” (as defined herein) for leasing by Landlord, Landlord shall not, during the term of the Right of Expansion Period, lease to another tenant that available portion of the Expansion Space (the “Available Expansion Space”) without first offering Tenant the right to lease such Available Expansion Space as set forth herein. (i) Available Expansion Space shall be deemed to “become available” when Landlord desires to lease all or a portion of the Expansion Space. (ii) Notwithstanding subsection b(i) above, Available Expansion Space shall not be deemed to “become available” if the space is leased, assigned or subleased by the then current tenant of the Expansion Space; or is re-let by the then current tenant of the space pursuant to a renewal option originally existing within the Building from time to time; and its then current lease. (c) such limitations as are imposed For purposes of rental calculation for Tenant’s Right of Expansion, the Base Rental Rate for the Available Offer Space, in its then “As-Is” condition (the “As-Is Base Rent”), shall be $7.00 per square foot, net of expenses, for calendar year 2005, and, for subsequent years, the As-Is Base Rent shall be $7.00 per square foot, net of expenses, increased by other tenant leases3% annually, compounded, to the then current year. (d) Consistent with subsection (b), Landlord shall notify not lease any such Available Expansion Space to another tenant unless and until Landlord has first offered the Available Expansion Space to Tenant with regard to contiguous space in writing (the “Offer”). The Offer shall contain (i) a description of the Available Expansion Space (which description shall include the square footage amount and location of such Available Expansion Space) and an attached floor plan that is or shows the Available Expansion Space offered (the “Available Offer Space”); (ii) the date on which Landlord expects to become vacant and available the Available Offer Space will be available; (iii) the As-Is Base Rent for lease on the first floor of the BuildingAvailable Offer Space, based upon subsection (c) herein, plus (if, and Landlord shall propose only if, Tenant’s then current financial condition is reasonably acceptable to Landlord) rent attributable to Tenant Finish Allowance of $15.00 per square foot of Available Expansion Space, plus brokerage leasing commission, if any, plus interim interest costs to borrow funds, calculated by considering 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 remaining unexpired term of the Lease Term) whereby (the parties would add such space to amortization term), and Landlord’s then current cost of funds (calculated at the description same spread between the current Wall Street prime rate and Landlord’s stated 9% cost of funds, as of the Premises, in either case Lease Date) ; (iv) the then current Operating Expenses for a term which would be coterminous with 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 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 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, and Rent for such additional space shall commence on that date which is the earlier of: (x) Available Expansion Space considering Tenant’s occupancy thereof; and (v) the additional Security Deposit required for the expansion. Upon receipt of the Offer, Tenant shall have the right, for a period of seven (7) calendar days after receipt of the Offer, to exercise its Right of Expansion by giving Landlord written notice that Tenant desires to lease the Available Expansion Space either at the As-Is Base Rent, or as adjusted to take into consideration those factors delineated in clause (iii) of this subsection (d) (the “Adjusted Base Rent”), and (y) five (5) days after Landlord delivers such additional space to Tenant free of other tenants upon the special terms and occupantsconditions as are contained in the Offer. If Tenant shall not accept disagrees with Landlord’s terms proposed Adjusted Base Rent and Tenant seeks a Tenant Finish Allowance then Landlord and Tenant shall negotiate in good faith to agree upon the Adjusted Base Rent for the Available Expansion Space for an additional seven (7) day period. (e) If, within such fifteen seven (157) day period, Tenant exercises its Right of Expansion, either on an As-Is Base Rent basis or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within thirty (30) days next following Landlord’s original notice under this Article 11on Adjusted Base Rent basis, then Tenant’s right Landlord and Tenant shall amend the Lease to lease such space shall lapse and terminate, and Landlord may, at its discretion, lease such space on such include the Available Expansion Space subject to the same terms and conditions as the Lease, as modified by subsection (d) above. The expiration date of the Lease shall not be changed, unless Landlord and Tenant mutually agree to modify and extend the Lease at this time. (f) If, within such seven (7) day period, Tenant declines or fails to exercise its Right of Expansion, Landlord shall determine. Tenant’s rights hereunder shall not include then have the right to lease less than all the Available Expansion Space in portions or in its entirety to a third party, at any time, and without regard to the effect such third party lease may have upon this Right of Expansion. (g) Tenant’s Right of Expansion shall be continuing and reoccurring throughout the term of the space identified in Lease, regardless of whether or not Tenant chooses to exercise its Right of Expansion at any time that it is offered by Landlord’s notice; and upon each subsequent occurrence that Available Expansion Space “ becomes available,” or Landlord receives an offer to lease Available Expansion Space to a third party tenant which Landlord is willing to accept, it shall first be offered to Tenant.

Right of Expansion. Subject to (a) Tenant not being in default now nor Tenant ever having been in default under this Leaseat the time of exercise 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 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 first floor as of the 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 Premises, in either case for a term which would be coterminous with 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 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 after receipt from Landlord of such notice within which an initial draft, 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 execute an amendment to this LeaseLease 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 receipt of such notice, Tenant shall have the option to notify Landlord of its intent to lease such Contiguous Space, and Tenant shall have fifteen (15) days after receipt from Landlord of an initial draft, to memorialize their agreementexecute an amendment to this Lease leasing such Contiguous Space. In Such amendment to this Lease would add such Contiguous Space to the absence description of any further agreement by the parties, such additional space “Premises” upon all of the terms of this Lease. The term would be coterminous with the term of this Lease. Such Contiguous Space shall be delivered in an “AS -ISIS” condition, 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 thirty (30) days next following Landlord’s original notice under this Article 11, 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.