Common use of Second Expansion Option Clause in Contracts

Second Expansion Option. (a) Provided that on the date Tenant exercises the Second Expansion Option and on the Second ES Inclusion Date (i) this Lease has not been terminated and no valid notice of termination of this Lease has been delivered, (ii) Tenant has not exercised the Contraction Option with respect to the Second Contraction Date or the Termination Option, and (iii) Tenant Occupies at least 70% of the Premises, Tenant shall have the option (the “Second Expansion Option”) to lease one full floor of the Building as described in the following sentence (the “Second Expansion Space”). If Tenant is not leasing all of the Total Unit as of the date of the Second ES Offer Notice, the Second Expansion Space shall be contiguous to the top floor of the Office Premises then being leased by Tenant within the Total Unit. If Tenant is leasing all of the Total Unit as of the date of the First ES Offer Notice, then the Second Expansion Space shall be a floor determined by Landlord, which may be located anywhere within the Building other than the 20% of the RSF of the Building which is closest to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space is located outside the Total Unit, then the Second Expansion Space shall be contiguous to the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof (the “Second Expansion Notice”) no less than 15 months prior to the Existing ES Lease Expiration Date, as set forth in the Second ES Offer Notice (time being of the essence).

Second Expansion Option. (a) Provided that on the date Tenant exercises the Second Expansion Option and on the Second ES Inclusion Date (i) this Lease has is not been terminated and no valid notice of termination of this Lease has been deliveredin Material Monetary Default, (ii) Tenant has not exercised the Contraction Option with respect in addition to the Second Contraction Date right granted pursuant to Section 16(a) and not in lieu thereof or contingent upon the Termination Option, and (iii) Tenant Occupies at least 70% of the Premisesexercise thereof, Tenant shall have the option (the “Second Expansion Option”) exercised by written notice to Landlord prior to September 1, 2019, to lease one full floor of at least 10,000 rentable square feet in the Building as described in the following sentence at a location designated by Landlord (the “Second Expansion Space”)) for a term commencing on September 1, 2020 and expiring on the Expiration Date. No earlier than June 1, 2018 and no later than August 1, 2018, Landlord shall deliver to Tenant a schedule of then-available space in the Building, including the location and square footage of the premises that Landlord determines may constitute the Second Expansion Space. If Tenant is not leasing all of the Total Unit as of the date of the Second ES Offer Notice, exercises the Second Expansion Space shall be contiguous Option pursuant to the top floor of the Office Premises then being leased by Tenant within the Total Unit. If Tenant is leasing all of the Total Unit as of the date of the First ES Offer Noticethis Section, then the Second Expansion Space shall be a floor determined leased to Tenant by Landlord, which may be located anywhere within the Building other than the 20% Landlord pursuant to all terms and conditions of the RSF Existing Lease, except that (i) Tenant's Prorata Share of the Building which is closest shall be appropriately adjusted pro-rata to reflect the top increased Premises; (ii) Landlord and Tenant shall enter into an amendment within ten (10) days following receipt of the Building, provided that if the First Expansion Space was added Tenant’s election to the Premises and such First Expansion Space is located outside the Total Unit, then lease the Second Expansion Space (or such longer period as the parties are diligently pursuing the same to completion) to amend the Existing Lease to incorporate Second Expansion Space; (iii) Landlord shall deliver possession of the Second Expansion Space to Tenant on or before June 1, 2020 for construction of improvements by Tenant, which improvements shall be contiguous subject to Landlord’s reasonable approval; (iv) the Base Rent shall be at the same per square foot rate then payable for Expansion Space A. Tenant shall also receive a prorated portion of free rent which was applicable to Expansion Space A based upon the length of term for the Second Expansion Space in relation to the total Term for the then existing Premises. Tenant shall also receive a prorated tenant improvement allowance for the Second Expansion Space based on a $60 per square foot allowance for an original ten (10) year term prorated for the length of term for the Second Expansion Space in relation to the total Term for the then existing Premises. As an example and not as a limitation, if Commencement Date A is April 1, 2016 and the commencement date for the lease of the Second Expansion Space is September 1, 2020, Tenant shall receive five (5) months, one (1) day of free rent following the commencement date for the Second Expansion Space [9 months in original term x (67 months of remaining term / 120 months of term for Expansion Space A)] and a tenant improvement allowance of $33.50 per square foot of the Second Expansion Space [$60 psf allowance x (67 months of remaining term / 120 months of original term)]. For purposes of clarity, Tenant shall not be entitled to any additional Premises Base Rent Reduction with respect to the Second Expansion Space. Time is of the essence in Tenant’s exercise if the Second Expansion Option and if Tenant fails to provide notice of its exercise of the Second Expansion Option prior to September 1, 2019, the First Expansion Space shall forever be void and shall be located within of no further effect. Tenant agrees that the same elevator bank as the First Expansion Space. The foregoing Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof (the “Second Expansion Notice”) no less than 15 months prior is personal to the Existing ES Lease Expiration Date, Tenant and is non-transferable to any other party except for a Permitted Transferee. Except as set forth herein, Tenant agrees to accept the Second Expansion Space in its “AS IS” condition, in the then current physical state and condition thereof. Tenant acknowledges that nothing contained herein shall be deemed to limit Landlord’s right to substitute alternative Second ES Offer Notice (Expansion Space at any time being of the essence)before September 1, 2019.

Second Expansion Option. (a) Provided that on Subject to the date Tenant exercises the Second Expansion Option terms and on the Second ES Inclusion Date (i) this Lease has not been terminated and no valid notice of termination conditions of this Lease has been delivered, (ii) Tenant has not exercised the Contraction Option with respect to the Second Contraction Date or the Termination Option, and (iii) Tenant Occupies at least 70% of the PremisesSection 2.6, Tenant shall have the option right to expand the Premises to include (x) one full floor situated anywhere in the “Second Expansion Option”Building above the 11th floor thereof, or (y) to lease one a full floor of the Building as described comprising either the 11th, 10th or 9th floor, and a portion of an adjacent floor of the Building which shall, in the following sentence (aggregate, contain approximately 25,000 rentable square feet, as designated by Landlord pursuant to the terms set forth below. Landlord shall designate the location of such space by written notice to Tenant, at any time prior to September 1, 2012, and such space shall be deemed the “Second Expansion Space”)Premises.” Landlord’s designation of the Second Expansion Premises may later be changed so long as it continues to meet the requirements described above, and notice of such change in the designation of the Second Expansion Premises is given at least ninety (90) days prior to the delivery of the Second Expansion Premises to Tenant. If Tenant is not leasing all of the Total Unit as of the date of the Second ES Offer Notice, the Second Expansion Space shall be contiguous to the top floor of the Office Premises then being leased by Tenant within the Total Unit. If Tenant is leasing all of the Total Unit as of the date of the First ES Offer Notice, then the Second Expansion Space shall be a floor determined by Landlord, which may be located anywhere within the Building other than the 20% of the RSF of the Building which is closest to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space is located outside the Total Unit, then the Second Expansion Space shall be contiguous to the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable by Tenant giving give Landlord notice thereof (the “Second Expansion Notice”) no less than 15 months prior on or before November 1, 2012, electing to expand the Premises in accordance with this Section 2.6 to include the Second Expansion Premises, then so long as the conditions to Tenant’s rights to such expansion have been satisfied, Tenant shall be deemed to have leased the Second Expansion Premises, subject to the Existing ES Lease Expiration Dateprovisions of this Section 2.6. If Tenant shall have timely given Second Expansion Notice, as set forth in Landlord shall deliver possession of the Second ES Offer Notice Expansion Premises to Tenant on a date not sooner than December 1, 2012 nor later than March 1, 2014 (time being the “Second Expansion Premises Delivery Window”), in broom clean condition, vacant of any tenant or occupant, and free of personal property and otherwise in its then “as is” condition. If Tenant shall fail to timely give Second Expansion Notice, Tenant shall be deemed to have waived such right, and Landlord shall thereafter be free to lease all or any portion of the essence)Second Expansion Premises to such parties and on such terms as Landlord shall determine in its sole discretion.

Second Expansion Option. (a) Provided that on A. Subject to and upon the date terms, provisions and conditions set forth in this Section 53 and only if Tenant exercises the Second Expansion Option and on the Second ES Inclusion Date (i) this Lease has not been terminated and no valid notice of termination of this Lease has been delivered, (ii) Tenant has not shall have exercised the Contraction Option with respect to the Second Contraction Date or the Termination First Expansion Option, and (iii) Tenant Occupies at least 70% of the Premises, Tenant shall have have, and is hereby granted, the one-time option (the “Second Expansion Option”) to lease one full floor of cause Landlord to construct on the Building land identified as described “Phase 3” in the following sentence Exhibit I attached hereto (the “Second Expansion SpaceOption Land”), and to lease from Landlord, certain new improvements to contain not more than forty-five thousand (45,000) square feet, which improvements may be additions to or expansions of the Building and/or the Improvements (such Second Expansion Option Land and improvements, the “Second Expansion Option Premises”). If Tenant is not leasing all of the Total Unit as of the date of the Second ES Offer Notice, may exercise the Second Expansion Space Option by written notice delivered to Landlord at any time prior to the sixth (6th) anniversary of the Commencement Date; provided, however, that if Tenant exercises the Second Expansion Option at any time after the third (3rd) anniversary of the Commencement Date, it shall be contiguous a condition to the top floor effectiveness of such exercise that Tenant simultaneously exercise the Office Premises then being leased by Tenant within first Renewal Option and extend the Total UnitTerm for an additional five (5) year period. If Tenant is leasing all of the Total Unit as of the date of the First ES Offer Notice, then does not exercise the Second Expansion Space shall be a floor determined Option by Landlordthe required time period, which may be located anywhere within the Building other than the 20% of the RSF of the Building which is closest to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space is located outside the Total Unit, then the Second Expansion Space shall be contiguous to the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable waived. B. The Second Expansion Options may be exercised only if, at the time of such exercise and at the time of Landlord’s delivery of the Second Expansion Option Premises to Tenant (a) no Event of Default exists, (b) Tenant is in possession of and operating from the entire Leased Premises, including the First Expansion Option Premises and (c) Tenant has exercised the first Renewal Option (unless Landlord, in its sole discretion, elects to waive such condition(s)). If such condition(s) are not satisfied or waived by Landlord, any purported exercise of the Second Expansion Option shall be null and void. C. If Tenant giving elects to exercise the Second Expansion Option, the Second Expansion Premises shall be subject to all of the terms, covenants and conditions of this Lease, except that Base Rent for the Second Expansion Premises shall be determined in accordance with the terms of Section 50 above for the Prevailing Market Rental Rate applied, mutatis mutandis, for the determination of such Base Rent; provided, however, that in no event shall the Prevailing Market Rental Rate be less than an amount that will cause Landlord notice thereof to recover its costs and expenses to acquire the Second Expansion Option Land (including, but not limited to, closing and other typical acquisition costs such as title insurance and environmental studies), to construct the Second Expansion Option Premises (including, but not limited to, hard costs, soft costs, contractor’s fees and costs and fees paid or incurred for architect, engineering, permitting, and other related and similar costs), to finance one hundred percent of each of the foregoing (including, but not limited to, interest and fees) and to recover costs which were, in the reasonable judgment of Landlord, necessary for the efficient and proper development of the project and to protect Landlord’s interests therein. Tenant’s obligation to pay the rent for the Second Expansion Premises shall commence on the date (the “Second Expansion NoticeRental Commencement Date”) no less than 15 months prior that is the earlier to occur of (i) the date that is thirty (30) days after the date on which Tenant commences operations from any portion of the Second Expansion Premises or (ii) the date that is thirty (30) days after the date on which Substantial Completion with respect to the Existing ES Lease Expiration Date, as set forth in Second Expansion Option Premises occurs. D. If Tenant exercises the Second ES Offer Notice (time being Expansion Option, Landlord and Tenant agree that the terms and conditions of this Lease Agreement governing the development, construction and acceptance of the essence)Improvements, including, without limitation, Exhibit D, will apply, mutatis mutandis, to the development, construction and acceptance of the Second Expansion Premises; provided, however, that, with respect to the Second Expansion Option, the Target Date shall be the date that is a reasonable outside date for completion of the proposed improvements given the Scope of Work and the Tenant shall have no right to terminate this Lease Agreement for the failure by Landlord to cause Substantial Completion of the Second Expansion Option Premises to occur on or before a certain date.

Second Expansion Option. During the Lease Term, Tenant shall have the one (a1) Provided that time right and option to lease (“Option to Lease”) the 11,039 square feet suite in Building I currently occupied by ZOM, Inc. (the “Second Expansion Premises”) commencing no earlier than December 1, 2010, which Second Expansion Premises are more particularly described and depicted on Exhibit “A” attached hereto and incorporated herein by this reference. If Tenant desires to exercise its Option to Lease, Tenant shall give Landlord written notice thereof (“Second Expansion Option Notice”), which Second Expansion Option Notice shall specify the date Tenant exercises (being the date that is no later than ten (10) months and no earlier than six (6) months after the date of the Second Expansion Option Notice) on which Tenant desires its lease and on occupancy of the Second ES Inclusion Date Expansion Premises to commence. Notwithstanding the foregoing, Tenant shall not be entitled to exercise the Option to Lease effective after November 30, 2013. Within fifteen (15) Business Days after delivery of Tenant’s Second Expansion Notice to Landlord, Landlord shall deliver to Tenant a proposed amendment to this Lease establishing the lease terms for the Second Expansion Premises (which proposed amendment shall be consistent with the terms and conditions of this Section 5, shall contain mutually satisfactory terms and shall be negotiated and executed by Landlord and Tenant in good faith). The foregoing Option to Lease: (i) is subject to there being no Tenant event of default under this Lease that is not cured within the applicable cure period and provided that Landlord has not been terminated and no valid given Tenant notice of termination of this Lease has been delivereddefault more than two (2) times during the immediately preceding twelve (12) months, (ii) is personal to Tenant has and may not exercised be assigned (except in the Contraction case of a permitted assignment or sublease of this Lease as provided in Section 6.4 of this Lease), and (iii) shall be available to and exercisable by the Tenant only when the Tenant is in actual possession and physical occupancy of the Leased Premises. If Tenant exercises the Option to Lease, Landlord shall provide the Tenant Improvement Allowance (defined below) in the amount and for such purposes as provided in Section 9B of this Second Amendment. Upon exercise of Option to Lease, the lease term for the Second Expansion Premises shall commence on the date specified in the Second Expansion Option Notice (being the date that is no later than ten (10) months and no earlier than six (6) months after the date of the Second Expansion Option Notice (the “Second Expansion Commencement Date”), and shall expire on the Lease Expiration Date. Base Rent, Operating Costs and other amounts due with respect to the Second Contraction Date or Expansion Premises shall first become due on the Termination Option, and (iii) Tenant Occupies at least 70% of the Premises, Tenant shall have the option (the “Second Expansion Option”) Commencement Date. If the Second Expansion Commencement Date is not the first day of a calendar month, then Base Rent, Operating Costs and other amounts due under the Lease with respect to lease one full floor of the Second Expansion Premises shall be apportioned on a per diem basis and shall be paid on or before the Second Expansion Commencement Date. The initial base rent for the Second Expansion Premises shall be an amount equal to the Building as described in the following sentence (the “Second Expansion Space”). If Tenant is not leasing all of the Total Unit II Base Rent applicable as of the date Second Expansion Commencement Date, and such Second Expansion space base rent shall be adjusted thereafter in amounts equal to the Building II Base Rent adjustments for the remaining time period of the Second ES Offer NoticeLease Term. Notwithstanding the foregoing, Tenant’s right to lease the Second Expansion Space shall be contiguous Premises is subject to the top floor existing rights of the Office Premises then being leased by Tenant within the Total Unit. If Tenant is leasing all of the Total Unit as of the date of the First ES Offer NoticeXxxxxxx Xxxxxx & Co., then the Second Expansion Space shall be a floor determined by Landlord, which may be located anywhere within the Building other than the 20% of the RSF of the Building which is closest to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space is located outside the Total Unit, then the Second Expansion Space shall be contiguous to the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof Inc. (the “Second Expansion NoticeSchwab”) no less than 15 months prior to the Existing ES Lease Expiration Date, as set forth in the Second ES Offer Notice (time being of the essence).

Second Expansion Option. (a) Provided that on 1. Subject to the date Tenant exercises the Second Expansion Option and on the Second ES Inclusion Date (i) this Lease has not been terminated and no valid notice of termination terms of this Lease has been deliveredRider, (ii) and provided Tenant has not previously exercised the Contraction Option with respect to the Second Contraction Date or the Termination First Expansion Option, and (iii) Tenant Occupies at least 70% of the Premises, Tenant shall have the option (the “Second Expansion Option”) to lease one full floor space on the 6th and 7th floors of the Building as described in the following sentence (the “Second Expansion Space”). If Tenant is not leasing all of the Total Unit as of the date of the Second ES Offer Notice, may exercise the Second Expansion Space shall be contiguous to Option via a single exercise for the top floor entirety of the Office Premises then being leased by Expansion Space or Tenant within the Total Unit. If Tenant is leasing all of the Total Unit as of the date of the First ES Offer Notice, then may exercise the Second Expansion Space shall be a floor determined by Landlord, which may be located anywhere within the Building other than the 20% Option via multiple exercises for portions of the RSF of the Building which is closest to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space is located outside the Total Unit, then as Tenant’s space needs are determined or increase. Tenant shall exercise the Second Expansion Space shall be contiguous to Option, if at all, by delivering one or more written notices of such exercise(s) on or before the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof Outside Exercise Date (the each such notice, a “Second Expansion Notice”). Tenant shall specify in any such Expansion Notice (i) the amount of additional space (in rentable area) required by Tenant (which amount shall be at least 15,000 square feet but shall not exceed the Agreed Rentable Area of the then remaining Expansion Space), (ii) Tenant’s desired location of such additional space (provided that all such space shall be contiguous and no less than 15 months such additional space shall be located on the 7th floor prior to the Existing ES Lease Expiration Date, as set forth in the Second ES Offer Notice (time being incorporation of the essenceentire 6th floor into the Premises)., and (iii) the date on which Tenant desires Landlord to deliver the additional space to Tenant (which date shall be no later than the day immediately following the Outside Exercise Date). Within fifteen (15) days after Landlord’s receipt an Expansion Notice, Landlord shall deliver written notice (any such notice, an “Expansion Response”) to Tenant either approving or objecting to the location of the additional space. Landlord shall be entitled to object to such location only if the incorporation of such additional space into the Premises would leave any vacant space remaining on the applicable floor not Reasonably Leasable (as Renaissance Tower/ Priority Fulfillment Services, Inc.

Second Expansion Option. (aA) Provided On the condition that on (i) Tenant shall have properly exercised the date First Expansion Option, (ii) the initial Tenant named herein has not assigned this Lease (except for an assignment to a Permitted Transferee pursuant to Section 6.2.1) and has not sublet more than 10% of the Premises then leased to Tenant for a term that is longer than three (3) years and (ii) Tenant is not in default hereunder at the time Tenant exercises the this Second Expansion Option and on at the Second ES Inclusion Date (i) this Lease has not been terminated and no valid notice commencement of termination of this Lease has been delivered, (ii) Tenant has not exercised the Contraction Option term with respect to the Second Contraction Date or the Termination OptionExpansion Premises, and (iii) Tenant Occupies at least 70% has not previously been in default beyond the expiration of the Premisesall applicable notice and cure periods under this Lease, Tenant shall have the an additional expansion option (the “Second Expansion Option”) to lease one full floor of the Building as described no fewer than 20,000 rentable square feet and no greater than 40,000 rentable square feet in the following sentence Building, or within another building in either the Park or in Northwest Park, as designated by Landlord (the “Second Expansion SpacePremises”). If Tenant is not leasing all of the Total Unit as of the date of the Second ES Offer Notice, may exercise the Second Expansion Space shall be contiguous to the top floor of the Office Premises then being leased by Tenant within the Total Unit. If Tenant is leasing all of the Total Unit as of Option at any time after the date of Tenant exercised the First ES Offer NoticeInitial Expansion Option, then but no later than December 31, 2010, by giving Landlord written notice that Tenant desires to expand into the Second Expansion Premises, designating in its notice the amount of area desired for the Second Expansion Premises, taking into account any reduction in area on account of previously leased ROFO Space pursuant to Section 2.7. Landlord shall be a floor determined use reasonable efforts to accommodate the size of premises requested by Tenant and to locate the Second Expansion Premises in the Building, but shall have the right to locate the Second Expansion Premises in another building owned by Landlord, which may be located anywhere within or its affiliate, elsewhere in the Park or in Northwest Park. Provided Landlord is able to provide no fewer than 20,000 rentable square feet in the Building other than the 20% of the RSF of the Building which is closest or Park, or Northwest Park, Landlord shall have satisfied its obligation to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space is located outside the Total Unit, then provide the Second Expansion Space Premises and Tenant shall be contiguous have no right to the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof terminate this Lease pursuant to paragraph (the “Second Expansion Notice”E) no less than 15 months prior to the Existing ES Lease Expiration Date, as set forth in the Second ES Offer Notice (time being of the essence)this Section 2.5.

Second Expansion Option. (a) Provided that on the date Tenant exercises the Second Expansion Option and on the Second ES Inclusion Date (i) this Lease has not been terminated and no valid notice of termination of this Lease has been deliveredterminated, (ii) Tenant Landlord has not exercised the Contraction Option delivered to Tenant a notice electing to terminate this Lease in accordance with respect to the Second Contraction Date or the Termination Option, Section 6.05 which remains in effect and (iii) Tenant Occupies at least 70% is a Coach Tenant or a successor of the Premisesa Coach Tenant by assignment of this Lease in accordance with Article 5, Tenant shall have the option (the “Second Expansion Option”) to lease one full (A) if Tenant leased the Marketing Center Space pursuant to the First Expansion Option or if Tenant did not timely exercise the First Expansion Option, a single portion of the 24th floor of the Building as described in which shall consist of the following sentence Xxxxxx 24th Floor Space, (B) if Tenant leased the Marketing Center Space pursuant to the First Expansion Option or if Tenant did not timely exercise the First Expansion Option, a single portion of the 24th floor of the Building which shall consist of the Xxxxxx 24th Floor Space and the entire Xxxxxx 25th Floor Space, (C) if the Marketing Center Tenant exercised the Marketing Center Renewal Option, the entire 24th floor of the Building or (D) if the Marketing Center Tenant exercised the Marketing Center Renewal Option, the entire 24th floor of the Building and the entire 25th floor of the Building (the space Tenant elects to lease pursuant to the Second Expansion Option, the “Second Expansion Space”). If Tenant is not leasing all of the Total Unit as of the date of the Second ES Offer Notice, the Second Expansion Space shall be contiguous to the top floor of the Office Premises then being leased by Tenant within the Total Unit. If Tenant is leasing all of the Total Unit as of the date of the First ES Offer Notice, then the Second Expansion Space shall be a floor determined by Landlord, which may be located anywhere within the Building other than the 20% of the RSF of the Building which is closest to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space is located outside the Total Unit, then the Second Expansion Space shall be contiguous to the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof (the “Second Expansion Notice”) no less than 15 months on or prior to the Existing ES Lease Expiration DateApril 1, as set forth in the Second ES Offer Notice 2025 (time being of the essence). Landlord has informed Tenant that the entire 25th floor of the Building (the “Xxxxxx 25th Floor Space”) and a portion of the 24th floor (the “Xxxxxx 24th Floor Space”; the Xxxxxx 25th Floor Space and the Xxxxxx 24th Floor Space, collectively, the “Xxxxxx Space”) is leased to VaynerMedia, LLC pursuant to those certain Leases each dated as of October 31, 2015 (as same may be amended, modified or supplemented from time to time, the “Xxxxxx Leases”). “Xxxxxx Vacancy Date” means the initial expiration date under the Xxxxxx Leases, which is the 10th anniversary of the Rent Commencement Date under the Xxxxxx Lease in respect of the 25th floor of the Building. Tenant acknowledges that it has received a copy of the Xxxxxx Leases. Within 30 Business Days after (x) the occurrence of the Rent Commencement Date under the Xxxxxx Lease in respect of the 25th floor of the Building, Landlord shall provide written notice thereof (the “Xxxxxx Vacancy Date Notice”) to Tenant, which notice shall advise Tenant of the Xxxxxx Vacancy Date; provided, that the failure of Landlord to deliver the Xxxxxx Vacancy Date Notice shall not affect the Second Expansion Option or the Xxxxxx Vacancy Date.

Second Expansion Option. (a) Provided that on the date If Tenant exercises the Second First Expansion Option and on the Second ES Inclusion Date (i) this Lease has not been terminated and no valid notice of termination of this Lease has been delivered, (ii) Tenant has not exercised the Contraction Option with respect to the Second Contraction Date or the Termination Option, and (iii) Tenant Occupies at least 70% of the Premises, then Tenant shall have the option (the “Second Expansion Option”) to lease one full floor approximately 8,000 rentable square feet (plus or minus 20% at Landlord’s discretion) in either the Building or Building I of the Building Project (as described in the following sentence determined by Landlord) (the “Second Expansion Space”) with a commencement date that is between (i) two (2) years after the date Tenant exercises the First Expansion Option and (ii) the first day of the 105th calendar month after the Early Occupancy Date (but no later than the 105th calendar month after the Early Occupancy Date). If Landlord will give Tenant is not leasing all written notice between the 86th and 101st months after the Early Occupancy Date of the Total Unit as Lease of the option to take the Second Expansion Space (the “Second Option Offer”) provided that the Second Option Offer will be made to Tenant at least four (4) months prior to the commencement date of the Second ES Expansion Space. In the Second Option Offer Notice, Landlord shall either notify Tenant (i) of the size and location of the Second Expansion Space shall together with a commencement date for the Second Expansion Space (all of which must be contiguous in compliance with the parameters set forth above); or (ii) that Landlord is unable to provide Tenant with the top floor Second Expansion Space. Tenant will have a period of thirty (30) days to notify Landlord in writing that Tenant has elected to exercise the Office Premises then being leased by Tenant within Second Expansion Option based on the Total UnitSecond Option Offer. If Tenant fails to exercise the Second Expansion Option within such thirty (30) day period by written notice to Landlord or if Tenant notifies Landlord in writing that Tenant has elected not to exercise the Second Expansion Option, then Tenant will be deemed to have waived its right to exercise the Second Expansion Option hereunder. If Tenant timely exercises the Second Expansion Option and if Landlord is leasing all of able to satisfy the Total Unit as of Second Expansion Option pursuant to the date of the First ES Offer NoticeSecond Option Offer, then the Second Expansion Space shall be a floor determined by Landlord, which may be located anywhere within the Building other than the 20% become part of the RSF of the Building which is closest to the top of the Building, provided that if the First Expansion Space was added to the Premises and such First Expansion Space shall be subject to the terms of this Lease for the remainder of the Term subject to the Market Base Rental Rate and construction allowance determinations set forth in Paragraph 2 below. If Landlord notifies Tenant that Landlord is located outside the Total Unit, then unable to satisfy the Second Expansion Space shall be contiguous to Option in the First Expansion Space and shall be located within the same elevator bank as the First Expansion Space. The Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof (the “Second Expansion Notice”) no less than 15 months prior to the Existing ES Lease Expiration DateOffer, then Tenant, as its sole remedy, will have the termination option set forth in the Second ES Offer Notice (time being of the essence)Paragraph 4 below.