Common use of Second Expansion Option Clause in Contracts

Second Expansion Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D), Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Second Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of the Second Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:

Second Expansion Option. (A) On Deleted in 1st Amendment) A. Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter defined, and as provisions of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D)5, Tenant shall have the option (the “Second Expansion Option”) to lease a Qualifying Expansion Space in all, but not less than all of that certain space to be located on the 4th or 7th floors of the Building designated (the “Second Expansion Space”) consisting of between 7,000 and 10,000 rentable square feet (plus or minus ten percent (10%)) , the exact size and location of which is to be determined by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Landlord in its sole discretion (but which Second Expansion Space into shall be contiguous to the PremisesFirst Expansion Space, if and only if Tenant properly exercised its option in Section 4 above and is then leasing the remainder thereof shall thereafter constitute the Designated Second First Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised provided, if Tenant has exercised its ROFO pursuant to Section 6 below, then at Landlord’s election, the size of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion PremisesOption Space may be reduced by the aggregate size of the Offering Space leased by Tenant), Tenant shall exercise its option to lease so long as the Second Expansion Premises by giving written Space meets the parameters hereinbefore set forth, if: 1. Landlord receives notice (the “Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation from Tenant of its exercise of its Second Expansion Option no later than the end of the annual Fair Market Rental Value ninth Lease Year (which notice shall be irrevocable on Tenant’s part, but Tenant’s rights shall be subject to the provisions of this Section 5); and 2. at the time Tenant delivers the Second Expansion Notice a. Default under this Lease has not occurred and is then continuing; and b. the original named Tenant herein or its Affiliates continues to occupy at least one full floor of the Building pursuant to this Lease; and c. Tenant has not exercised its Acceleration Option in accordance with Section 2 of this Rider 2; and 3. the Expansion Space is intended for the exclusive use of Tenant and its Affiliates during the Term. B. Tenant shall pay Base Rent for the Second Expansion Premises as Space during the term of the Second Expansion Premises Commencement Datelease for such space at the Prevailing Market. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of after Landlord’s quotation receipt of the proposed annual rent Second Expansion Notice Landlord and Tenant are unable to agree upon the Prevailing Market for the Second Expansion Premises Space, the Prevailing Market for the Second Expansion Space shall be determined as set forth above in Section 3.E.2 (taking into account the actual term of the lease of the Second Expansion Premises Commencement Date (“Landlord’s Space). C. Within a reasonable time after receipt of the Second Expansion Premises Rent Quotation”) which will specifyNotice, if any, Landlord shall prepare an amendment (the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement AllowanceAmendment”). Landlord and Tenant shall negotiate in good faith ) to reach agreement on reflect the rent commencement date (the “Second Expansion Commencement Date”) of the term for the Second Expansion Space (which shall be a date determined by Landlord which is not earlier than the first day of the eleventh (11th) Lease Year, and not later than the last day of the twelfth (12th) Lease Year) and the changes in Base Rent, Rentable Area of the Premises, Tenant’s Share, Acceleration Amounts (under Section 2 above) and other appropriate terms. If at the expiration of thirty The Second Expansion Amendment shall be executed by Tenant and returned to Landlord within ten (3010) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation its submission to Tenant, Landlord and Tenant have not reached agreement . D. Effective on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from LandlordCommencement Date, the Second Expansion Premises, without Space shall be deemed added to the need for further act or deed by either party, for Premises subject to all the Term and upon all of the same terms and conditions of this the Lease, except as hereinafter otherwise provided in this Section 5 and except that no allowances, credits, abatements or other rent limitations set forth. Landlord forth in the Lease shall exercise good faith efforts apply to deliver the Second Expansion Space except to the extent included in the Prevailing Market. E. The Second Expansion Space shall be tendered to and accepted by Tenant in its “as-is” condition and “as-built” configuration existing on the earlier of the date Tenant takes possession of the Second Expansion Premises to Tenant within Space or as of the date the term for the Second Expansion Delivery WindowSpace commences. (D) The leasing to F. If Tenant exercises its rights hereunder by sending the Second Expansion Notice as provided in subsection A.1, Tenant’s rights hereunder shall, at Landlord’s sole option, nevertheless terminate if, after Tenant’s delivery of the Second Expansion Premises shall be upon all Notice but prior to the same terms and conditions commencing of the term for the Second Expansion Space, Tenant commits a default under the Lease, or assigns the Lease except as follows:(other than to an Affiliate), or the original named Tenant herein or its Affiliates cease to occupy at least one full floor of the Building pursuant to this Lease or Tenant exercises its Acceleration Option pursuant to Section 2. G. Tenant agrees that time is of the essence in connection with the valid exercise of its rights hereunder. H. The rights of Tenant under this Section 5 are personal to the original Tenant named in this Lease and its Affiliates and are not assignable to any other person or entity.

Second Expansion Option. A. Subject to and upon the terms, provisions and conditions set forth in this Section 53 and only if Tenant shall have exercised the First Expansion Option, Tenant shall have, and is hereby granted, the one-time option (Athe “Second Expansion Option”) On to cause Landlord to construct on the conditions land identified as “Phase 3” in Exhibit I attached hereto (the “Second Expansion Option Land”), and to lease from Landlord, certain new improvements to contain not more than forty-five thousand (45,000) square feet, which conditions Landlord improvements may waive be additions to or expansions of the Building and/or the Improvements (such Second Expansion Option Land and improvements, the “Second Expansion Option Premises”). Tenant may exercise the Second Expansion Option by written notice delivered to TenantLandlord at any time prior to the sixth (6th) thatanniversary of the Commencement Date; provided, both however, that if Tenant exercises the Second Expansion Option at any time after the third (3rd) anniversary of the Commencement Date, it shall be a condition to the effectiveness of such exercise that Tenant simultaneously exercise the first Renewal Option and extend the Term for an additional five (5) year period. If Tenant does not exercise the Second Expansion Option by the required time period, the Second Expansion Option shall be waived. B. The Second Expansion Options may be exercised only if, at the time that Tenant gives Landlord of such exercise and at the Second Expansion Exercise Notice, as hereinafter defined, and as time of Landlord’s delivery of the Second Expansion Option Premises Commencement Date, as hereinafter defined: to Tenant (ia) there exists no Event of DefaultDefault exists, (iib) this Lease Tenant is still in full force possession of and effectoperating from the entire Leased Premises, including the First Expansion Option Premises and (iiic) 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 assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment satisfied or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D), Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated waived by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety any purported exercise of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion PremisesOption shall be null and void. C. If Tenant elects to exercise the Second Expansion Option, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) shall be subject to Landlord on or before December 31, 2012, requesting Landlord’s quotation all of the annual Fair Market Rental Value terms, covenants and conditions of this Lease, except that Base Rent for the Second Expansion Premises as 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 to recover its costs and expenses to acquire the Second Expansion Premises Commencement Date. If Tenant fails timely Option Land (including, but not limited to, closing and other typical acquisition costs such as title insurance and environmental studies), to give such notice, Tenant shall have no further right to lease construct the Second Expansion Premises. Option Premises (Cincluding, 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) Upon and to recover costs which were, in the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant reasonable judgment of Landlord’s quotation , necessary for the efficient and proper development of the proposed annual project and to protect Landlord’s interests therein. Tenant’s obligation to pay the rent for the Second Expansion Premises as of shall commence on the Second Expansion Premises Commencement Date date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement AllowanceRental Commencement Date”). Landlord and Tenant shall negotiate in good faith ) that is the earlier to reach agreement on occur of (i) the rent for the Second Expansion Premises. If at the expiration of date that is thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and on which Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken commences operations from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession 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 Tenant within the Second Expansion Delivery WindowOption Premises occurs. (D) The leasing to Tenant of the Second Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:

Second Expansion Option. (Aa) On Provided that on the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that date Tenant gives Landlord exercises the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: Option (i) there exists no Event of Defaultthis Lease has not been terminated, (ii) Landlord has not delivered to Tenant a notice electing to terminate this Lease is still in full force accordance with Section 6.05 which remains in effect and effect, (iii) Tenant has not assigned is a Coach Tenant or a successor of a Coach Tenant by assignment of this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D)in accordance with Article 5, Tenant shall have the option (the “Second Expansion Option”) to lease (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 Qualifying Expansion Space in single portion of the 24th floor of the Building designated by Landlordwhich shall consist of the Xxxxxx 24th Floor Space, as hereinafter provided. Notwithstanding the foregoing, (B) if Tenant shall have previously elected leased the Marketing Center Space pursuant to incorporate less than the entirety First Expansion Option or if Tenant did not timely exercise the First Expansion Option, a single portion of the Designated 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 Space into Option, the Premises, then the remainder thereof shall thereafter constitute the Designated “Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the ”). The Second Expansion Premises, Option shall be exercisable by Tenant shall exercise its option to lease giving Landlord notice thereof (the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) on or prior to April 1, 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 Landlord on or before December 31Tenant, 2012, requesting Landlord’s quotation which notice shall advise Tenant of the annual Fair Market Rental Value for Xxxxxx Vacancy Date; provided, that the failure of Landlord to deliver the Xxxxxx Vacancy Date Notice shall not affect the Second Expansion Premises as of Option or the Second Expansion Premises Commencement Xxxxxx Vacancy Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of the Second Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:

Second Expansion Option. Tenant will have the following expansion option: (Aa) On If (i) Tenant is not in default beyond all applicable grace, notice and cure periods in respect of the conditions performance of its obligations arising under the terms of the Lease, (which conditions Landlord may waive by written notice ii) the Lease is in full force and effect in accordance with its terms, (iii) the Initial Term has not been terminated, (iv) the total stockholder equity of Guarantor is not less than $500 Million, and (v) Guarantor’s ratio of current assets to Tenant) that, both current liabilities is not less than 1.0 (taking into account available proceeds under any credit facility in place at the time that in question), then Tenant gives Landlord has the option (the Second Expansion Exercise NoticeOption) to lease an addition to Building II (the Second Expansion) that Landlord will erect in order to enlarge the floor area of Building II. For purposes of calculating the Guarantor’s total stockholder equity and current ratio, its most recent published annual report or 10Q on file with the Securities and Exchange Commission - shall be used. (b) If Tenant exercises the Second Expansion Option, the initial Term for the Premises will automatically be extended so that the initial Term with respect to the Premises and the Second Expansion are coterminous and last for 12 years from the Second Expansion Commencement Date (as hereinafter defineddefined below). Other than the Base Rent, the terms of this Lease with respect to the Premises during the balance of the 12-year term will remain as stated in the Lease. The Base Rent payable by Tenant with respect to the Premises will remain in effect until the Expiration Date for the Second Expansion, with the Annual Base Rent increasing by 6.12% on the first day of the 13th Lease Year (based in the initial Term) and as on the first day of each succeeding fourth Lease Year (i.e., 16th, 20th, etc.). (c) If Tenant exercises the Second Expansion Option for the Second Expansion which would exceed 50,000 rentable square feet, then: (i) Landlord is not required to construct any Second Expansion if (x) the size of the Second Expansion would cause the expanded Premises Commencement Datenot to comply with all applicable laws, as hereinafter defined: ordinances, and codes, including, without limitation, parking code requirements, or (iy) there exists no Event of Defaultthe expanded Premises is not, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2)sole opinion, (iv) Tenant marketable to a replacement tenant or tenants. If this Subsection 8(c)(0 of this Amendment is applicable, then Landlord shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D), Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter providedpromptly so notify Tenant. Notwithstanding the foregoing, if Landlord notifies Tenant shall have previously elected that Subsection 8(c)(i) of this Amendment is applicable, then Tenant may notify Landlord within 10 business days after receipt of Landlord’s notice that Tenant elects to incorporate less than reduce the entirety size of the Designated Second Expansion Space into to 50,000 rentable square feet or less and Landlord will proceed with the Premises, then construction of the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised under this Section 8 of less than 16,000 square feet of Rentable Floor Areathis Amendment. (Bii) If Subsection 8(c)0) of this Amendment is not applicable, then Landlord shall notify Tenant of the parking ratio which it will provide for such Second Expansion and the overall parking ratio for the Building, as expanded, and Tenant may elect to reduce the size of such Second Expansion after review of such parking ratios. (d) If Tenant wishes to lease exercises the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises Option by giving written notice of exercise to Landlord, then, subject to Subsection 8(c)(i) of this Amendment: (“i) The parties will promptly enter in good faith into an agreement (the Second Expansion Exercise Notice”Agreement) whereby (x) Landlord agrees to Landlord on construct the Second Expansion within 12 months or before December 31less after the execution of such agreement, 2012, requesting Landlord’s quotation of (y) the annual Fair Market Rental Value parties agree to increase the Base Rent for the Second Expansion Premises in the manner as set forth in this Section 8 of this Amendment, payable during the period from the date Landlord substantially completes construction of the Second Expansion (the Second Expansion Commencement Date) and that ends at 11:59 p.m. (Dallas, Texas local time) on either the day prior to the 12th anniversary of the Second Expansion Commencement Date, if the Second Expansion Commencement Date occurs on the first day of a calendar month, or on the day prior to the 12th anniversary of the first day of the first full month following the calendar month in which the Second Expansion Commencement Date occurs, if the Second Expansion Commencement Date does not occur on the first day of a month, whichever is applicable (the Second Expansion Term). (ii) Landlord shall construct the Second Expansion on the same terms as for the construction of the Landlord Improvements (except for Base .Rent as specified in this Section 8), granting Tenant the same Building II Tenant Allowances included in this transaction (on a per rentable square foot basis), except as otherwise specified in Exhibit N of the Amendment. (iii) If Tenant exercises the Second Expansion, the Base Rent for the Second Expansion will be the amount determined by multiplying the Second Expansion Construction Costs by the sum of (A) the interest rate on 10 year U.S. Treasury Bills as of the Second Expansion Premises Commencement DateDate plus (B) 400 basis points, with increases in Base Rent of 6.12% of the then applicable Base Rent occurring on the first day of each succeeding fourth Lease Year. If Within 30 days following Landlord’s substantial completion of the construction of the Second Expansion, Landlord shall furnish to Tenant fails timely to give such noticea detailed itemization of the costs by major construction trade (collectively, Tenant shall have no further right to lease the Second Expansion Premises. (CConstruction Costs) Upon that Landlord incurred in connection with the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as design and construction of the Second Expansion Premises Commencement Date (“and copies of invoices; statements, contracts, subcontracts, and other information that” Tenant may reasonably request in order to confirm the accuracy of Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”)itemization. Landlord and Tenant acknowledge that the Second Expansion Construction Costs will not include the cost of the land. (iv) Landlord shall negotiate construct the Second Expansion in good faith accordance with the Building II Outline Specifications and as specified in Section 2 of this Amendment for Building II. Landlord shall solicit bids from at least 3 contractors appearing on a list of contractors jointly developed and mutually approved by the parties. Landlord shall award the contract for the construction of the Second Expansion to reach agreement on the rent lowest qualified bidder, subject to Tenant’s approval, which will not be unreasonably withheld, conditioned, or delayed. Within 60 days after Tenant exercises the Second Expansion Option, Landlord ‘ shall provide Tenant with an estimate of the Second Expansion Construction Costs and a proposed construction schedule. If Tenant determines in its sole discretion that the cost to construct the Second Expansion is too high, or that the construction schedule is unacceptable, Tenant may elect to nullify its election to exercise the Second Expansion at any time prior to Tenant’s written approval of the construction budget for the Second Expansion PremisesExpansion. If at the expiration of thirty (30) If, within 60 days after the date when Landlord provides Landlord’s estimate of Second Expansion Premises Rent Quotation to Construction Costs and the construction schedule has been received by Tenant, Landlord and Tenant have not reached agreement on a determination fails either to approve the estimate of an Annual Fixed Rent for the Second Expansion Premises Construction Costs and executed a written instrument adding the construction schedule or to commence discussions with the Landlord to value engineer the estimate of Second Expansion Premises Construction Costs and/or to refine the Premises under this Lease pursuant to such agreementconstruction schedule, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired nullified its election to exercise the Second Expansion Option. (v) On or about the date that Landlord substantially completes the construction of the Second Expansion, Landlord will cause its architect to determine the rentable square footage of the Second Expansion (in accordance with BOMA ANSI Z65.1-1996, for a single tenant building), and taken from Landlordthe parties will promptly execute and deliver an amendment to this Lease that confirms the addition of the Second Expansion to the Premises, the Second Expansion Commencement Date, and the Base Rent that will be payable through the Expiration Date with respect to the Second Expansion and the Premises. (vi) As a condition precedent to Landlord’s obligation to construct the Second Expansion, without the need for further act or deed by either party, Guarantor shall confirm in writing to Landlord that its Lease Guaranty applies to Tenant’s lease obligations for the Term Second Expansion Premises (defined below) pursuant to the Second Expansion Agreement. (vii) Landlord shall cause the Second Expansion to be constructed and upon substantially completed and the Second Expansion premises (the Second Expansion Premises) to be delivered to Tenant in broom clean condition in accordance with all applicable laws on or before 365 days from the execution and delivery of the same terms Second Expansion Agreement. If substantial completion and conditions tender of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within does not occur by the following dates, each of which is subject to extension by one day for each day of Excused Delays, but not more than 180 days in the aggregate for all Excused Delays, other than days of Tenant Delay which shall not be so limited: (A) 365 days from the execution of the Second Expansion Delivery WindowAmendment, then commencing on the Second Expansion Commencement Date, Tenant will receive one day of free Base Rent (for the Second Expansion Premises only) for each day of delay through the 425th day after the execution of the Second Expansion Amendment; (B) the 426th day after the execution of the Second Expansion Amendment, then commencing on the Second Expansion Commencement Date Tenant will receive three days of free Base Rent (for the Second Expansion Premises only) for each day of delay thereafter; and (C) the 445th day after the execution of the Second Expansion Amendment, then Tenant may, at its option by giving notice to Landlord at any time thereafter until Landlord substantially completes the Second Expansion Premises, elect to take over completion of the Second Expansion in which event Tenant shall be entitled to a credit against Base Rent for all reasonable costs incurred by Tenant in completing the Second Expansion. (De) In lieu of exercising the Second Expansion Option, Tenant may, at its sole cost and expense, elect to construct the Second Expansion Premises. If Tenant elects to construct the Second Expansion Premises, then: (i) The leasing to Tenant of design and construction plans for the Second Expansion Premises shall be upon subject to Landlord’s approval, not to be unreasonably withheld. (ii) Tenant shall cause the Second Expansion Premises to be constructed in a good and workmanlike manner and in accordance with all applicable laws and the same terms approved plans. Subsections 2(n),(o) and conditions (p) of the Lease except shall apply to the construction of the Second Expansion Premises by Tenant or its contractor(s). (iii) On or about the date that Tenant substantially completes the construction of the Second Expansion Premises, Landlord will cause its architect to determine the rentable square footage of the expansion (in accordance with BOMA ANSI 265.1-1996 for a single tenant building). (iv) The term of the Lease shall not be extended. (v) Base Rent shall not be increased. (vi) Tenant shall modify its property insurance to include builder’s risk insurance as follows:reasonably required by Landlord. (f) Upon completion and acceptance by Tenant of same, the Second Expansion Premises shall be deemed to be part of the Building and the Premises, and shall be owned by the Landlord.

Second Expansion Option. (A) On If Tenant exercises the conditions (which conditions Landlord may waive by written notice to Tenant) thatFirst Expansion Option, both at the time that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D), then Tenant shall have the option (the “Second Expansion Option”) to lease a Qualifying Expansion Space approximately 8,000 rentable square feet (plus or minus 20% at Landlord’s discretion) in either the Building designated or Building I of the Project (as determined by Landlord, as hereinafter provided. Notwithstanding ) (the foregoing, if “Second Expansion Space”) with a commencement date that is between (i) two (2) years after the date Tenant shall have previously elected to incorporate less 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 entirety 105th calendar month after the Early Occupancy Date). Landlord will give Tenant written notice between the 86th and 101st months after the Early Occupancy Date of the Designated Lease of the option to take the Second Expansion Space into (the Premises, then “Second Option Offer”) provided that the remainder thereof shall thereafter constitute Second Option Offer will be made to Tenant at least four (4) months prior to the Designated commencement date of the Second Expansion Space, . In the Second Option Offer Landlord shall either notify Tenant (i) of the size and shall constitute Qualifying Expansion Space whether or not such space is comprised location of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of the annual Fair Market Rental Value Space together with a commencement date for the Second Expansion Premises as Space (all of which must be in compliance with the parameters set forth above); or (ii) that Landlord is unable to provide Tenant with the Second Expansion Premises Commencement DateSpace. If Tenant fails timely to give such notice, Tenant shall will have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration a period of thirty (30) days after the date when to notify Landlord provides Landlord’s Second Expansion Premises Rent Quotation in writing that Tenant has elected to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for exercise the Second Expansion Premises and executed a written instrument adding Option based on the Second Option Offer. If Tenant fails to exercise the Second Expansion Premises Option within such thirty (30) day period by written notice to the Premises under this Lease pursuant Landlord or if Tenant notifies Landlord in writing that Tenant has elected not to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases exercise the Second Expansion Premises pursuant to this Section 1.2Option, Landlord shall then Tenant will be deemed to have leased and demised waived its right to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, exercise the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forthOption hereunder. Landlord shall exercise good faith efforts to deliver possession of If Tenant timely exercises the Second Expansion Premises Option and if Landlord is able to Tenant within satisfy the Second Expansion Delivery Window. (D) The leasing Option pursuant to Tenant of the Second Option Offer, then the Second Expansion Space shall become part of the Premises and shall be upon all subject to the same terms and conditions of this Lease for the remainder of the Lease except 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 unable to satisfy the Second Expansion Option in the Second Option Offer, then Tenant, as follows:its sole remedy, will have the termination option set forth in Paragraph 4 below.

Second Expansion Option. (Aa) On the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter definedProvided: (i) there exists no Event of Default, Default exists; (ii) this Lease is still in full force and effect, ; (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of is the Rentable Floor Area of the Premises (excluding any assignment originally named Tenant or sublease permitted without Landlord’s consent under Section 12.2), a Permitted Transferee; and (iv) Tenant shall has not have previously elected subleased more than 50% of the Premises to incorporate the Designated Second Expansion Space into the Premisesany entity that is not a Permitted Transferee, then, subject to Section 17.7(D), then Tenant shall have has the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise NoticeOption”) to Landlord on or before December 31lease all (but not less than all) of the 2nd Expansion Space upon the terms and conditions set forth in this Section. “2nd Expansion Space” means, 2012initially, requesting the 41st floor of the Building; provided, however, if the 41st floor will not be available to lease within 9 months after Landlord’s quotation receipt of Tenant’s Second Expansion Notice, then the 2nd Expansion Space shall be the 37th floor of the annual Fair Market Rental Value for Building. If Tenant desires to exercise the Second Expansion Premises as Option, Tenant shall send a written notice to Landlord of its irrevocable exercise of the Second Expansion Premises Option (“Tenant’s Second Expansion Notice”), which must be received by Landlord no earlier than the 5-year anniversary of the Commencement Date and no later than the 7-year anniversary of the Commencement Date, time of the essence. If Tenant fails timely to give such noticeUpon Tenant’s delivery of Tenant’s Second Expansion Notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlordmay not thereafter revoke Tenant’s quotation of the proposed annual rent for the Second Expansion Premises as exercise of the Second Expansion Premises Commencement Date (“LandlordOption. If an Event of Default exists at any time after Landlord receives Tenant’s Second Expansion Premises Rent Quotation”) which will specifyNotice but before the first day that Tenant commences to lease the 2nd Expansion Space, if anyLandlord, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation option, shall have the right to nullify Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall ’s exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within the Second Expansion Delivery WindowOption. (D) The leasing to Tenant of the Second Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:

Second Expansion Option. 17.1 So long as Juniper Networks, Inc. (Aor a Permitted Assignee) On is the Tenant hereunder as of its exercise of the option granted herein, and subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D)set forth below, Tenant shall have the one option to lease a Qualifying from Landlord (the "Second Expansion Space in Option"), the 1220 Building designated (defined below) which may be built on the property acquired by Landlord, which building's shell shall, subject to compliance with all Laws and Private Restrictions, be built to the same or substantially similar quality as hereinafter provided. Notwithstanding the foregoingBase Building (as defined in the Work Letter), if subject to the following conditions: (a) Landlord's acquisition of the property known as 1220 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx (xxe "1220 Building"), which acquisition shall be Landlord's sole and absolute discretion; (b) Tenant shall have previously elected to incorporate less than exercised the entirety of the Designated Second First Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Second Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to TenantOption, Landlord and Tenant have not reached agreement on entered into a determination of an Annual Fixed Rent lease for the 1184 Building and Tenant shall have exercised the Second Expansion Premises and executed a written instrument adding Option by notice of exercise is given to Landlord by Tenant prior to December 31, 2002; provided however, if the Tenant fails to exercise the First Expansion Option within the time period required pursuant to Article 16, after expiration of such period Tenant may exercise the Second Expansion Premises Option by notice of exercise is given to Landlord by Tenant prior to December 31, 2001. (c) Notwithstanding anything to the Premises contrary contained herein, if Tenant is in default under any of the material terms, covenants or conditions of this Lease pursuant at the time Tenant exercises the Second Expansion Option, Landlord shall have, in addition to such agreementall of Landlord's other rights and remedies provided in this Lease, then either party may initiate a Broker Determination of the Prevailing Market Rent for right to terminate such Second Expansion Premises, which Broker Determination shall be made in Option upon notice to Tenant. 17.2 In the manner set forth in Exhibit I. If Tenant leases event the Second Expansion Premises pursuant to this Section 1.2Option is exercised in a timely fashion, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, enter into a new lease for the Term and 1220 Building, which lease shall be upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of the Second Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:including,

Second Expansion Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time condition that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of DefaultTenant shall have properly exercised the First Expansion Option, (ii) this Lease is still in full force and effect, (iii) the initial Tenant named herein has not assigned this Lease nor (except for an assignment to a Permitted Transferee pursuant to Section 6.2.1) and has not sublet more than thirty percent (30%) of the Rentable Floor Area 10% of the Premises then leased to Tenant for a term that is longer than three (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), 3) years and (ivii) Tenant shall is not have previously elected to incorporate in default hereunder at the Designated time Tenant exercises this Second Expansion Space into Option and at the commencement of the term with respect to the Second Expansion Premises, then, subject to Section 17.7(D)and has not previously been in default beyond the expiration of all applicable notice and cure periods under this Lease, Tenant shall have an additional expansion option (the option “Second Expansion Option”) to lease a Qualifying no fewer than 20,000 rentable square feet and no greater than 40,000 rentable square feet in the Building, or within another building in either the Park or in Northwest Park, as designated by Landlord (the “Second Expansion Premises”). Tenant may exercise the Second Expansion Option at any time after the date Tenant exercised the Initial Expansion Option, 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 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, 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 designated by Landlordor Park, as hereinafter provided. Notwithstanding or Northwest Park, Landlord shall have satisfied its obligation to provide the foregoing, if Second Expansion Premises and Tenant shall have previously elected no right to incorporate less than the entirety terminate this Lease pursuant to paragraph (E) of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Areathis Section 2.5. (B) If In the event that Tenant wishes to lease the Second Expansion Premisesproperly and timely exercises such right, Tenant shall exercise its option to lease then the Second Expansion Premises by giving written notice shall be added to the Premises and leased to Tenant “as-is”, upon the same terms and conditions contained in this Lease, except that: (i) The term for the Second Expansion Premises shall commence on a date (the “Second Expansion Exercise NoticeCommencement Date”) to Landlord on or before December occurring during the period of January 1, 2012 through July 31, 20122012 (the “Second Option Period”), requesting as determined by Landlord’s quotation of , and shall be expire on March 31, 2019; (ii) The Annual Fixed Rent Rate for the annual Second Expansion Premises shall be the Fair Market Rental Value Rate, which shall include then current base years for Taxes and Operating Costs, for the Second Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Noticeas designated by Landlord; provided, however, Landlord shall within thirty (30) days give written notice to notify Tenant of Landlord’s quotation determination of the proposed annual rent Fair Market Rate for the Second Expansion Premises as not later than six (6) months prior to the designated Second Expansion Commencement Date. (iii) Tenant shall be entitled to a tenant improvement allowance of up to $30.00 per rentable square foot of the Second Expansion Premises Commencement Date which may be utilized and disbursed in accordance with the provisions of Paragraph B of Section 3.3 below; (“Landlord’s Second iv) The term of this Lease with respect to the Initial Premises and the First Expansion Premises Rent Quotation”) which will specifybe automatically extended for a period of three years, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this LeaseLease then in effect, except as hereinafter that the Annual Fixed Rent Rate during such extended period shall be calculated at the annual rate of $37.75 per rentable square foot of such premises, without any change to the initial stated Base Taxes and Base Operating Costs in Section 1.1 above. Upon such extension, the Expiration Date set forth. Landlord forth in Section 1.1 of this Lease shall exercise good faith efforts be automatically changed to deliver possession of March 31, 2019 so that the Second term for the Initial Premises, the First Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of and the Second Expansion Premises shall be upon all coterminous, and the same terms and conditions Extended Term specified in Section 2.3(A) above shall be automatically changed from 5 years to 2 years without the need for further documentation. (C) In the event that Tenant disputes Landlord’s designation of the Lease except as follows:Fair Market Rate for the Second Expansion Premises, Tenant shall propose its designation of the Fair Market Rate within 15 days from receipt of Landlord’s designation notice. Failure on the part of Tenant to give such notice of its designation shall bind Tenant to Landlord’s designation. If Tenant proposes its designation of the Fair Market Rate, then Landlord and Tenant shall attempt to agree upon a Fair Market Rate. If the parties are unable to reach agreement within thirty (30) days following Tenant’s designation, then the Fair Market Rate shall be submitted to arbitration pursuant to the procedures set forth in Section 2.3 (B), (C), and (D) hereinabove. For the purposes of this Section 2.5, the term “Fair Market Rate” shall have the meaning given to it in Section 2.3 (A and shall take into account any and all allowances, and all references in said Section 2.3 to the “Extended Term” shall be deemed to mean the term with respect to the Second Expansion Premises.

Second Expansion Option. (Aa) On Provided that on the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that date Tenant gives Landlord exercises the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: Option (i) there exists no Event of Defaultthis Lease has not been terminated, (ii) Landlord has not delivered to Tenant a notice electing to terminate this Lease is still in full force accordance with Section 6.05 which remains in effect and effect, (iii) Tenant has not assigned is a Coach Tenant or a successor of a Coach Tenant by assignment of this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D)in accordance with Article 5, Tenant shall have the option (the “Second Expansion Option”) to lease a Qualifying Expansion Space in the entire 25th floor of the Building designated by Landlord, as hereinafter provided. Notwithstanding (the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated “Second Expansion Space”). The Second Expansion Option shall be exercisable by Tenant giving Landlord notice thereof (the “Second Expansion Notice”) on or prior to June 29, and shall constitute Qualifying Expansion Space whether or not such space is comprised 2025 (time being of less than 16,000 square feet of Rentable Floor Areathe essence). (Bb) If Tenant wishes to lease timely gives the Second Expansion PremisesNotice, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice then (“Second Expansion Exercise Notice”i) to Landlord on or before December 31, 2012, requesting Landlord’s quotation the later of (x) the annual Fair Market Rental Value for date that is 90 days after the Second Expansion Premises as giving of the Second Expansion Premises Commencement Date. If Notice and (y) the date that is 270 days before the first day of the Second ES Delivery Period, Landlord shall give to Tenant fails timely to give such notice, Tenant shall have no further right to lease a notice designating (A) the date during the Second ES Delivery Period on which Landlord expects that the Second Expansion Premises. Space will become Available, subject to holdover by the existing occupant and Unavoidable Delay (Csuch date, the “Anticipated Second ES Inclusion Date”) Upon and (B) the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as rentable square footage of the Second Expansion Premises Commencement Date Space and (“Landlord’s Second Expansion Premises Rent Quotation”ii) which will specifysubject to Section 10.02(d) below, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for Second ES Inclusion Date, the Second Expansion Space shall become part of the Office Premises and the Premises. If at , without any further act on the expiration part of thirty (30) days Landlord or Tenant and upon all of the terms and conditions of this Lease applicable to the Office Premises, except that, from and after the date when Landlord provides Landlord’s Second Expansion Premises ES Inclusion Date: (i) Fixed Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed shall be increased by the Second ES Fair Market Rent for the Second Expansion Space and the rentable square footage of the Premises and executed a written instrument shall be adjusted by adding the rentable square footage of the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, Space (which Broker Determination shall be made determined in accordance with the manner Measurement Standard); (ii) Each of Tenant’s Tax Share and Tenant’s Operating Share shall be appropriately increased (provided that the method of calculating the numerator shall be the same as the method of calculating the denominator at such time of calculation); (iii) Tenant shall be entitled to any rent abatement and/or work allowance determined in accordance with Section 10.02(f) below; and (iv) Other than as expressly set forth in Exhibit I. If Tenant leases Section 10.02(a) and this Section 10.02(b), Landlord shall not be required to perform any work, to pay any other work allowance or any other amount, or to render any services to make the Building or the Second Expansion Premises pursuant Space ready for Tenant’s use or occupancy or to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenantprovide any abatement of Fixed Rent or Additional Charges, and Tenant shall be deemed to have hired and taken from Landlord, accept the Second Expansion PremisesSpace in its “as is” condition on the Second ES Inclusion Date; provided, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of that the Second Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of the Second Expansion Premises Space shall be upon delivered in the condition to be negotiated in good faith by Landlord and Tenant, which shall include, at a minimum, the core bathroom finishes and all foundations, columns, girders, beams, supports, and all support and other features necessary for the same terms installation of raised flooring, as constructed and conditions of existing therein on the Lease except as follows:date hereof.

Second Expansion Option. (Aa) On Subject to the terms and conditions of this Section 2.6, Tenant shall have the right to expand the Premises to include (x) one full floor situated anywhere in the Building above the 11th floor thereof, or (y) a full floor of the Building comprising either the 11th, 10th or 9th floor, and a portion of an adjacent floor of the Building which conditions shall, in the aggregate, contain approximately 25,000 rentable square feet, as designated by Landlord may waive pursuant to the terms set forth below. Landlord shall designate the location of such space by written notice to Tenant) that, both at any time prior to September 1, 2012, and such space shall be deemed the time that Tenant gives Landlord “Second Expansion Premises.” Landlord’s designation of the Second Expansion Exercise 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 shall give Landlord notice (“Second Expansion Notice”) 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 provisions of this Section 2.6. If Tenant shall have timely given Second Expansion Notice, as hereinafter definedLandlord shall deliver possession of the Second Expansion Premises to Tenant on a date not sooner than December 1, 2012 nor later than March 1, 2014 (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 Second Expansion Premises to such parties and on such terms as Landlord shall determine in its sole discretion. (b) Landlord shall exercise good faith efforts to notify Tenant, at least thirty (30) days in advance, of the date that Landlord will deliver possession of the Second Expansion Premises. On the date that possession of the Second Expansion Premises has been delivered in the condition required under paragraph (a) (the “Second Expansion Premises Commencement Date”), the Premises under this Lease shall be expanded to include the Second Expansion Premises. However, if Tenant earlier takes possession of the Second Expansion Premises, the Second Expansion Premises Commencement Date shall be deemed to have occurred upon Tenant so taking possession. Landlord shall have no obligation to perform any work or improvements in connection with the delivery of the Second Expansion Premises to Tenant. The failure to have so delivered possession of the Second Expansion Premises on or prior to March 1, 2014 shall in no way affect the validity of this Lease or the obligations of Tenant hereunder, nor shall the same be construed in any way to extend the term of the Lease. Notwithstanding any provision contained herein to the contrary, if delivery of possession of the Second Expansion Premises Commencement DateDate occurs during the period from March 2, as hereinafter defined: (i) there exists no Event 2014 to March 31, 2014, inclusive, then and in such event Tenant shall be entitled to one day of Default, (ii) this Lease is still abatement of Annual Base Rent applicable to the Second Expansion Premises for each day during such period in full force and effect, (iii) Tenant which the Second Expansion Premises Commencement Date has not assigned this Lease nor sublet more than thirty percent (30%) occurred. If the Second Expansion Premises Commencement Date occurs on or and after April 1, 2014, then and in such event Tenant shall be entitled to two days of abatement of Base Rent applicable to the Second Expansion Premises for each day from and after April 1, 2014 in which the Second Expansion Premises Commencement Date has not occurred. The foregoing right to xxxxx Annual Base Rent applicable to the Second Expansion Premises shall be Tenant’s sole and exclusive remedy for Landlord’s failure to timely deliver the Second Expansion Premises to Tenant prior to the expiration of the Rentable Floor Area of the Second Expansion Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2)Delivery Window, (iv) and Tenant shall not otherwise have previously elected any claim against Landlord, nor shall Landlord have any liability to incorporate Tenant, by reason thereof. However, if the Designated inability to deliver the Second Expansion Space Premises prior to the expiration of the Second Expansion Premises Delivery Window is due to the holding over of the then current occupant thereof, Landlord will diligently pursue the prosecution of an action for possession in accordance with Landlord’s good faith commercial judgment, and if such inability to deliver the Second Expansion Premises is due to any other reason, Landlord shall use commercially reasonable efforts to cause the Second Expansion Premises to be available for delivery to Tenant in the condition required under paragraph (a). (c) Once incorporated into the Premises, then, subject Tenant’s rights and obligations with respect to Section 17.7(D), Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice shall be subject to and with the benefit of all of the terms and conditions of this Lease, except that (“i) the Annual Base Rent applicable to the Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of Premises shall equal the annual Fair Market Rental Value for the Second Expansion Premises as for either (x) the remaining initial Term or (y) a term of five (5) years, whichever of (x) or (y) is longer, but otherwise considering the terms of this Lease applicable thereto, which shall be determined pursuant to paragraph (d) below; and (ii) Tenant shall commence payment of such additional amount of Base Rent with respect to the Second Expansion Premises (subject to the application of any Inducements established in connection with the determination of its Fair Market Rental Value) and Tenant’s Rentable Floor Area shall be revised to reflect the addition of the Second Expansion Premises to the Premises, upon the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for Promptly after the Second Expansion Premises as Commencement Date, Landlord and Tenant agree to enter into an amendment to this Lease memorializing the addition of the Second Expansion Premises Commencement Date to this Lease and the amendment to the applicable defined terms hereunder, including, without limitation, Tenant’s Rentable Floor Area and Annual Base Rent, but failure of the parties to execute such an amendment shall have no effect on the effectiveness of the expansion of the Premises to include the Second Expansion Premises, and the economic terms associated therewith, as set forth above. (“d) Promptly after receiving Tenant’s notice electing to exercise its right to expand the Premises to include the Second Expansion Premises, but not in any event sooner than December 1, 2012, Landlord shall provide Tenant with written notice of Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent Estimate for the Second Expansion Premises, taking into account the factors, and describing any components thereof, as contemplated in Section 2.8. If at Tenant shall dispute Landlord’s Rent Estimate for the expiration Second Expansion Premises, and the parties do not agree on the Fair Market Rental Value within thirty days after delivery of such notice, then either party may initiate the arbitration procedure set forth in Section 2.8 by giving notice to the other within an additional thirty (30) days after the date when Landlord provides end of such thirty (30) day period. If either party shall fail to timely submit such dispute for arbitration, within such additional thirty (30) day period, Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent Estimate for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of the Second Expansion Premises shall be binding on the parties. (e) Notwithstanding any contrary provision of this Article 2.6 or any other provision of this Lease, Tenant’s right to expand the Premises to include the Second Expansion Premises is conditioned upon all (which condition may be waived by Landlord in its sole discretion) the same terms absence, on the date Tenant gives Landlord its Second Expansion Notice, and conditions on the date that would otherwise be the Second Expansion Premises Commencement Date, of the any default under this Lease except as follows:by Tenant after any applicable notice and opportunity to cure.

Second Expansion Option. (A) On 1. Subject to the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter definedterms of this Rider, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, (iii) provided Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of previously exercised the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second First Expansion Space into the Premises, then, subject to Section 17.7(D)Option, Tenant shall have the option (the “Second Expansion Option”) to lease a Qualifying Expansion Space in space on the 6th and 7th floors of the Building designated by Landlord, as hereinafter provided(the “Expansion Space”). Notwithstanding Tenant may exercise the foregoing, if Tenant shall have previously elected to incorporate less than Second Expansion Option via a single exercise for the entirety of the Designated Expansion Space or Tenant may exercise the Second Expansion Option via multiple exercises for portions of the Expansion Space as Tenant’s space needs are determined or increase. Tenant shall exercise the Second Expansion Option, if at all, by delivering one or more written notices of such exercise(s) on or before the Outside Exercise Date (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 such additional space shall be located on the 7th floor prior to the incorporation of the entire 6th floor into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space), and (iii) the date on which Tenant desires Landlord to deliver the additional space to Tenant (which date shall constitute Qualifying Expansion Space whether or not such space is comprised of less be no later than 16,000 square feet of Rentable Floor Area. the day immediately following the Outside Exercise Date). Within fifteen (B15) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting days after Landlord’s quotation of the annual Fair Market Rental Value for the Second receipt an Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give deliver written notice (any such notice, an “Expansion Response”) to Tenant of Landlord’s quotation either approving or objecting to the location of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”)additional space. Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed entitled to have leased and demised object to Tenantsuch 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, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of the Second Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows:Inc.

Second Expansion Option. (Aa) On Provided that on the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that date Tenant gives Landlord exercises the Second Expansion Exercise Notice, as hereinafter defined, Option and as of on the Second Expansion Premises Commencement Date, as hereinafter defined: ES Inclusion Date (i) there exists this Lease has not been terminated and no Event valid notice of Defaulttermination of this Lease has been delivered, (ii) this Lease is still in full force Tenant has not exercised the Contraction Option with respect to the Second Contraction Date or the Termination Option, and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) Occupies at least 70% of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D), Tenant shall have the option (the “Second Expansion Option”) to lease a Qualifying Expansion Space one full floor of the Building as described in the Building designated by Landlord, as hereinafter provided. Notwithstanding following sentence (the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated “Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) ”). If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation is not leasing all of the annual Fair Market Rental Value for the Second Expansion Premises Total Unit as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as date of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from LandlordES 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). (b) If Tenant timely gives the Second Expansion Notice, then on the Second ES Inclusion Date, the Second Expansion Space shall become part of the Premises, without the need for any further act on the part of Landlord or deed by either party, for the Term Tenant and upon all of the same terms and conditions of this Lease, except that, from and after the Second ES Inclusion Date: (i) Fixed Rent shall be increased by the Second ES Fair Market Rent for the Second Expansion Space; (ii) Tenant’s Share (and Tenant’s Operating Share, as hereinafter set forth. Landlord applicable) shall exercise good faith efforts be appropriately increased to deliver possession reflect the addition of the rentable square footage of the Second Expansion Premises Space to the Qualified RSF of the Premises; (iii) Tenant shall be entitled to any rent abatement and/or work allowance determined in accordance with Section 12.02(g) below; it being agreed that any such work allowance will be provided to Tenant within for Tenant’s Alterations to the Second Expansion Delivery Window.Space to prepare the same for initial occupancy in accordance with the provisions of Section 3.05 hereof, applied mutatis mutandis; provided, that, if Tenant elects not to use all or any portion of such work allowance to prepare the Second Expansion Space for initial occupancy, then Tenant may elect, at any time after the Second ES Inclusion Date, to have the balance of such work allowance applied against the next succeeding installments of Rent due under this Lease; and (Div) The Other than as expressly set forth in this Section 12.02(b), Landlord shall not be required to perform any work, to pay any other work allowance or any other amount, or to render any services to make the Building or the Second Expansion Space ready for Tenant’s use or occupancy or to provide any abatement of Fixed Rent or Additional Charges (but the foregoing shall not vitiate Landlord’s obligations under this Lease or any other abatement expressly permitted pursuant to the terms of this Lease), and Tenant shall accept the Second Expansion Space in its “as is” condition on the Second ES Inclusion Date, provided that Landlord shall have performed the Base Building Work (excluding any Landlord MEP Upgrades or Tenant MEP Work) or Modified Base Building Work, as applicable, prior to the Second ES Inclusion Date. If such Base Building Work or Modified Base Building Work was performed in connection with the initial development of the Building or leasing to Tenant of the Second Expansion Premises Space, then Landlord shall have no obligation to make any improvements or alterations to such Base Building Work or Modified Base Building Work, and Tenant shall accept such Base Building Work or Modified Base Building Work in its “as is” condition as of the Second ES Inclusion Date. (v) Notwithstanding the foregoing, Tenant shall have the right to cause Landlord to deliver the Second Expansion Space with any existing leasehold improvements demolished, which shall be upon all a relevant factor for purposes of determining the same terms and conditions Second ES Fair Market Rent. Tenant shall deliver notice requesting such demolition simultaneously with delivery of the Lease except as follows:Second Expansion Notice, failing which the Second Expansion Space shall be delivered in accordance with Section 12.02(b)(iv). (vi) The Reduced or Increased Premises Operational Mechanism, if applicable, shall apply.

Second Expansion Option. (A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Provided Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter defined, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of is not in Material Monetary Default, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of addition to the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject right granted pursuant to Section 17.7(D)16(a) and not in lieu thereof or contingent upon the exercise thereof, Tenant shall have the option (“Second Expansion Option”) exercised by written notice to Landlord prior to September 1, 2019, to lease a Qualifying Expansion Space at least 10,000 rentable square feet in the Building at a location designated by LandlordLandlord (“Second Expansion Space”) for a term commencing on September 1, as hereinafter provided2020 and expiring on the Expiration Date. Notwithstanding 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 foregoingBuilding, if Tenant shall have previously elected to incorporate less than including the entirety location and square footage of the Designated premises that Landlord determines may constitute the Second Expansion Space. If Tenant exercises the Second Expansion Option pursuant to this Section, then the Second Expansion Space shall be leased to Tenant by Landlord pursuant to all terms and conditions of the Existing Lease, except that (i) Tenant's Prorata Share of the Building shall be appropriately adjusted pro-rata to reflect the increased Premises; (ii) Landlord and Tenant shall enter into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised an amendment within ten (10) days following receipt of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes Tenant’s election to lease the Second Expansion Premises, Tenant shall exercise its option Space (or such longer period as the parties are diligently pursuing the same to lease completion) to amend the Existing Lease to incorporate Second Expansion Premises by giving written notice Space; (“Second Expansion Exercise Notice”iii) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Second Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises Space to Tenant within on or before June 1, 2020 for construction of improvements by Tenant, which improvements shall be 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 Delivery Window. 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 (D10) The leasing year term prorated for the length of term for the Second Expansion Space in relation to Tenant 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 shall forever be void and of no further effect. Tenant agrees that the foregoing Second Expansion Option is personal to the 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 upon all the same terms and conditions of the Lease except as follows:deemed to limit Landlord’s right to substitute alternative Second Expansion Space at any time before September 1, 2019.

Second Expansion Option. Regardless of whether Tenant leases the First Expansion Space as set forth above, then Tenant shall have the right to lease the remainder of the of the Building (Athe “Second Expansion Space”) On by notice given on or before , subject to the conditions following terms and conditions: (a) Promptly after receipt of Tenant’s notice, Landlord shall notify Tenant of the date (which conditions Landlord may waive by written notice to Tenantshall be between and ) that, both at the time that Tenant gives Landlord on which it will deliver the Second Expansion Exercise Notice, as hereinafter defined, Space to Tenant. (b) The Second Expansion Space shall become part of the Premises and as Tenant agrees to commence paying Rent for the Second Expansion Space days after the date of delivery thereof to Tenant. The annual Rent for the Second Expansion Space shall be calculated by multiplying the Rent per square foot of Rentable Area in effect for the original Premises on the delivery date by the Rentable Area of the Second Expansion Premises Commencement DateSpace. (c) Except as otherwise specifically provided in this Article, as hereinafter defined: (i) there exists no Event all of Default, (ii) the terms and conditions of this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of shall apply to the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into from and after the Premisesaforesaid delivery date; (d) The Second Expansion Space shall be leased to Tenant in its then existing condition and state of improvement and Landlord shall have no obligation to make any improvements, thenrepairs or alterations thereto. However, Landlord shall provide Tenant with a tenant improvement allowance for the Second Expansion Space equal to $ per square foot of Rentable Area in the Second Expansion Space. Such tenant improvement allowance and the tenant improvements to be performed in the Second Expansion Space shall be subject to Section 17.7(D)all of the terms and conditions set forth in Exhibit D attached hereto regarding the Tenant Improvements and the Tenant Improvement Allowance. (e) Notwithstanding anything to the contrary contained herein, Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Second Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon Space only if no Event of Default has occurred and is continuing on the timely giving date of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written Tenant’s notice of its intention to Tenant of Landlord’s quotation of the proposed annual rent for lease the Second Expansion Premises as Space or on the date of delivery of the Second Expansion Premises Commencement Date Space to Tenant. (“Landlord’s f) Within 10 days after Tenant exercises the Second Expansion Premises Rent Quotation”) which will specifyOption, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith execute an amendment to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination documenting the expansion of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Section. (g) Landlord shall be deemed have no liability to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken for any damages resulting from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver any delay in delivering possession of the Second Expansion Premises Space to Tenant within if said delay is caused by the Second Expansion Delivery Window. (D) The leasing to Tenant holding over of a previous tenant of the Second Expansion Premises Space; provided, that, Landlord shall be upon take all the same terms and conditions action reasonably necessary, including required legal proceedings, to secure possession of the Lease except Second Expansion Space. (h) Notwithstanding anything else herein contained, including Exhibit A, if, and only if, Tenant exercises its Second Expansion Option without having executed its First Expansion Option, then Landlord may deliver, as follows:the Second Expansion Space, either the area designated on Exhibit A as the First Expansion Space (i.e., the southerly side of the floor) or the Second Expansion Space (i.e., the northerly side of the floor) and Tenant will accept whichever space Landlord elects to deliver as the Second Expansion Space.

Second Expansion Option. Subject to the terms and conditions of this Paragraph 59, Tenant shall have the right (Athe "Second Expansion Option") On to lease additional space commonly known as Suite 2900 containing approximately 15,477 rentable square feet located on the conditions twenty-ninth (which conditions 29th) floor of the Building, as shown on Exhibit "F" attached hereto (the "Second Expansion Space"). Tenant's right to exercise the Second Expansion Option and to add the Second Expansion Space to the Premises shall be subject to the condition that (i) no default shall exist under the Lease at the time Tenant notifies Landlord may waive it intends to exercise the Second Expansion Option or on the Second Expansion Space Occupancy Date (as hereinafter defined), and (ii) Tenant and not a sublessee or assignee is actually occupying 100,000 rentable square feet of the Premises, other than the Reserved Space (as defined in Paragraph 12), is being subleased on both the date that Tenant exercises the Second Expansion Option and on the Second Expansion Space Occupancy Date. a. Tenant shall exercise the Second Expansion Option by giving written notice to Tenant) thatLandlord on or before March 1, both at the time that 2006 specifying whether Tenant gives Landlord will lease the Second Expansion Exercise Space (the "Second Expansion Space Notice"). Within sixty (60) days following Landlord's receipt of the Second Expansion Space Notice, Landlord shall specify in a written notice to Tenant the occupancy date (the "Second Expansion Space Occupancy Date") for the Second Expansion Space, which date shall not be prior to March 1, 2007 nor later than March 1, 2009. If Tenant does not provide Landlord with its Second Expansion Space Notice on or before March 1, 2006, Tenant shall conclusively be deemed to have elected not to lease the Second Expansion Space and shall have no further rights under this Paragraph 59 to lease any portion of the Second Expansion Space. b. If Tenant exercises the Second Expansion Option, then commencing upon the Second Expansion Space Occupancy Date, the Second Expansion Space shall become part of the Premises, subject to the same terms and conditions as are contained in the Lease, and any renewals thereof, except as hereinafter defined, and provided: (i) The Annual Base Rent for the Second Expansion Space shall be the current Market Rent for a term equal to the balance of the Term as of the Second Expansion Premises Commencement Space Occupancy Date, as hereinafter defined: (i) there exists no Event of Default, reasonably determined by Landlord. (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant Landlord shall not have previously elected be liable to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D), Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter provided. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option to lease the Second Expansion Premises by giving written notice (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Second Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance event that Landlord proposes to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have does not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises Space to Tenant within on account of a holding over by the Second Expansion Delivery Window. (D) The leasing to Tenant prior tenant of the Second Expansion Space in violation of the terms of such tenant's lease, provided that Landlord shall use reasonable efforts to obtain possession of the Second Expansion Space from such other tenant (and Tenant hereby agrees to join in any action brought for possession of the Second Expansion Space upon Landlord's request and at Landlord's sole cost and expense) and the Second Expansion Space Occupancy Date shall not be deemed to occur until Landlord shall actually deliver the right of possession of the Second Expansion Space to Tenant. Landlord agrees that if Landlord cannot deliver possession of the Second Expansion Space on the Second Expansion Space Occupancy Date, then Landlord shall, in good faith, negotiate with Tenant for delivery of alternative space in the Building for Tenant's use during the period between the Second Expansion Space Occupancy Date and the actual date of delivery of possession of the Second Expansion Space to Tenant. (iii) Landlord shall have no obligation to make improvements, decorations, repairs, alterations, or additions to the Second Expansion Space as a condition to Tenant's obligation to pay Annual Base Rent or Additional Rent for the Second Expansion Space, except to the extent same is determined to be a factor of the Market Rent. (iv) Commencing on the Second Expansion Space Occupancy Date, the Second Expansion Space shall become part of the Premises under the Lease, and the Annual Base Rent and Additional Rent for the Second Expansion Space shall commence. Tenant's Share shall be upon all appropriately adjusted effective on the same terms Second Expansion Space Occupancy Date. If the Second Expansion Space Occupancy Date is other than on the first day of a month, the Monthly Base Rent for the first month shall be appropriately adjusted and conditions if the date on which Tenant's Share is to be increased is on other than the first day of a calendar year, such share shall be increased only for that portion of the Lease except as follows:calendar year commencing on the Second Expansion Space Occupancy Date. (v) Within thirty (30) days of request of Landlord, Landlord and Tenant shall execute an Amendment to Lease, which shall have been prepared by Landlord and shall be in form and substance satisfactory to Landlord and Tenant confirming the adjustments to the Premises, the Annual Base Rent, the Monthly Base Rent, Tenant's Share and adding the Second Expansion Space to the Premises.

Second Expansion Option. (Aa) On So long as FibroGen, Inc. (or a Permitted Transferee) is the conditions (which conditions Landlord may waive by written notice to Tenant) that, both at the time that Tenant gives Landlord the Second Expansion Exercise Notice, as hereinafter definedhereunder, and as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate timely exercised the Designated Second First Expansion Space into the Premises, then, subject to Section 17.7(D)Option, Tenant shall have the option (the “Second Expansion Option”) to lease a Qualifying from Landlord the remaining space in Building 2 (the “Second Expansion Space”) upon the terms and conditions set forth in this Lease, subject to the following conditions: (1) The Second Expansion Option shall be exercised by written notice of Tenant’s irrevocable election to exercise the Second Expansion Option substantially in the form of Exhibit C-2 attached hereto (the “Second Exercise Notice”) given by Tenant to Landlord at any time prior to, but no later than, the date twelve (12) calendar months following the First Expansion Rent Commencement Date (the “Second Extension Deadline”). (2) The Second Expansion Space shall consist of all of the remaining rentable area of Building 2. (3) There shall be then no uncured default existing under this Lease on the date Tenant gives the Second Exercise Notice. (4) No portion of the existing Premises in excess of one complete floor (not including, in any case, any space Transferred to Affiliated Transferees or to third parties under a Shared Space Arrangement) has been subleased for a period terminating on a date which is later than that date eighteen (18) months prior to expiration of the Building designated by LandlordTerm and Tenant (or Affiliated Transferees or third parties under a Shared Space Arrangement) continues to occupy all other portions of the existing Premises. (5) Tenant intends to occupy the Second Expansion Space. (b) Immediately upon Tenant’s giving the Second Exercise Notice, as hereinafter provided. Notwithstanding (i) the foregoingSecond Expansion Space shall be deemed added to the Premises, if (ii) the Principal Term shall be adjusted to extend for an additional period (the “Second Extension Period”), so that this Lease shall expire fifteen (15) years following the Second Exercise Notice (or, at the election of Tenant made at the time of delivery of the Second Exercise Notice, fifteen [15] calendar years following the last day of the Second Extension Deadline) and (iii) Tenant shall have previously elected access to incorporate less than the entirety Second Expansion Space. (c) Notwithstanding the expansion of the Designated Premises to include the Second Expansion Space into upon Tenant’s giving the PremisesSecond Exercise Notice, then Minimum Monthly Rent with respect to the remainder thereof Second Expansion Space shall thereafter constitute not commence and Tenant’s Proportionate Share of Operating Costs, Taxes and Insurance shall not be adjusted until the Designated earlier to occur of (i) the date Tenant occupies the Second Expansion Space to conduct its business or (ii) one hundred eighty (180) days following the date Tenant gives the Second Exercise Notice (the “Second Expansion Rent Commencement Date”); provided, however, that Landlord, upon the written request of Tenant, in recognition of the fact that Tenant requires all of said 180-day period for its work of construction of the improvements to the Second Expansion Space, will cooperate with Tenant with the plan approval process and shall constitute Qualifying Expansion Space whether or not the process of obtaining the applicable building permits for such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If work, prior to the date that Tenant wishes to lease delivers the Second Expansion PremisesNotice; provided further, that if Tenant shall does not exercise its option to lease the Second Expansion Premises Option Tenant shall reimburse Landlord for all costs and expenses incurred by giving written notice (“Landlord in connection with such cooperation. Commencing on the Second Expansion Exercise Notice”Space Rent Commencement Date, (x) Minimum Monthly Rent for the Premises shall be adjusted to Landlord on or before December 31, 2012, requesting Landlord’s quotation include payments allocable to the Second Expansion Space at the rate then applicable to the balance of the annual Fair Market Rental Value Premises and (y) Minimum Monthly Rent for the Principal Term (as extended for the Second Extension Period) shall continue to be increased by two percent (2%) per year commencing on the anniversary of the Second Exercise Notice and continuing throughout the Principal Term. Promptly following the Second Expansion Premises Space Rent Commencement Date, Landlord shall prepare and the parties shall execute an Acknowledgement of Expansion in the form attached hereto as Exhibit C-3 (d) Upon exercise of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise NoticeOption, Landlord shall within thirty (30) days give written notice make available to Tenant of Landlord’s quotation of an additional construction allowance (the proposed annual rent for the “Second Expansion Premises as Space TI Allowance”) to be applied to the cost of improving the First Expansion Space in an amount not to exceed the sum of One Hundred Sixteen and 50/100 Dollars ($116.50) per Square foot of Rentable Area of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specifySpace, if any, the leasehold improvement allowance that Landlord proposes on and subject to offer in connection therewith (“Second Expansion Improvement Allowance”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall are contained in the Work Letter. (e) Promptly upon exercise good faith efforts to deliver possession of the Second Expansion Premises Option, Tenant shall deliver to Landlord an additional letter of credit in an amount equal to seven (7) times the average Minimum Monthly Rent to be paid by Tenant within during the Principal Term for the Second Expansion Delivery Window. Space (D) the “Second Expansion Letter of Credit”). The leasing Second Expansion Letter of Credit shall be in the same form as and shall otherwise comply with the provisions of Section 8.1 applicable to Tenant the Initial Letter of Credit and the First Expansion Letter of Credit. The amount of the Second Expansion Premises Letter of Credit shall be upon all the same terms and conditions reduced: (i) on each of the Lease except eighth (8th), ninth (9th) and tenth (10th) anniversaries of the Second Expansion Rent Commencement Date by an amount equal to one (1) times the average Minimum Monthly Rent to be paid by Tenant during the Principal Term for the Second Expansion Space; and (ii) on the eleventh (11th) anniversary of the Second Expansion Rent Commencement Date by an amount equal to two (2) times the average Minimum Monthly Rent to be paid by Tenant during the Principal Term for the Second Expansion Space; provided, however, that no reduction shall be permitted on any anniversary unless the conditions described in Section 8.1(d)(i)-(iii) have been satisfied as follows:of such anniversary.

Second Expansion Option. During the Lease Term, Tenant shall have the one (1) 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) On the conditions (which conditions ” attached hereto and incorporated herein by this reference. If Tenant desires to exercise its Option to Lease, Tenant shall give Landlord may waive by written notice to Tenantthereof (“Second Expansion Option Notice”), which Second Expansion Option Notice shall specify the date (being the date that is no later than ten (10) that, both at months and no earlier than six (6) months after the time that Tenant gives Landlord date of the Second Expansion Exercise Option Notice) on which Tenant desires its lease and occupancy of the Second 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 given Tenant notice of default more than two (2) times during the immediately preceding twelve (12) months, (ii) is personal to Tenant and may not be assigned (except in the case of a permitted assignment or sublease of this Lease as hereinafter definedprovided 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 Expansion Premises shall first become due on the Second Expansion 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 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 II Base Rent applicable as of the Second Expansion Premises Commencement Date, as hereinafter defined: (i) there exists no Event of Default, (ii) this Lease is still and such Second Expansion space base rent shall be adjusted thereafter in full force and effect, (iii) Tenant has not assigned this Lease nor sublet more than thirty percent (30%) amounts equal to the Building II Base Rent adjustments for the remaining time period of the Rentable Floor Area of the Premises (excluding any assignment or sublease permitted without Landlord’s consent under Section 12.2), (iv) Tenant shall not have previously elected to incorporate the Designated Second Expansion Space into the Premises, then, subject to Section 17.7(D), Tenant shall have the option to lease a Qualifying Expansion Space in the Building designated by Landlord, as hereinafter providedLease Term. Notwithstanding the foregoing, if Tenant shall have previously elected to incorporate less than the entirety of the Designated Second Expansion Space into the Premises, then the remainder thereof shall thereafter constitute the Designated Second Expansion Space, and shall constitute Qualifying Expansion Space whether or not such space is comprised of less than 16,000 square feet of Rentable Floor Area. (B) If Tenant wishes to lease the Second Expansion Premises, Tenant shall exercise its option Tenant’s right to lease the Second Expansion Premises by giving written notice is subject to the existing rights of Xxxxxxx Xxxxxx & Co., Inc. (“Second Expansion Exercise Notice”) to Landlord on or before December 31, 2012, requesting Landlord’s quotation of the annual Fair Market Rental Value for the Second Expansion Premises as of the Second Expansion Premises Commencement Date. If Tenant fails timely to give such notice, Tenant shall have no further right to lease the Second Expansion Premises. (C) Upon the timely giving of such Second Expansion Exercise Notice, Landlord shall within thirty (30) days give written notice to Tenant of Landlord’s quotation of the proposed annual rent for the Second Expansion Premises as of the Second Expansion Premises Commencement Date (“Landlord’s Second Expansion Premises Rent Quotation”) which will specify, if any, the leasehold improvement allowance that Landlord proposes to offer in connection therewith (“Second Expansion Improvement AllowanceSchwab”). Landlord and Tenant shall negotiate in good faith to reach agreement on the rent for the Second Expansion Premises. If at the expiration of thirty (30) days after the date when Landlord provides Landlord’s Second Expansion Premises Rent Quotation to Tenant, Landlord and Tenant have not reached agreement on a determination of an Annual Fixed Rent for the Second Expansion Premises and executed a written instrument adding the Second Expansion Premises to the Premises under this Lease pursuant to such agreement, then either party may initiate a Broker Determination of the Prevailing Market Rent for such Second Expansion Premises, which Broker Determination shall be made in the manner set forth in Exhibit I. If Tenant leases the Second Expansion Premises pursuant to this Section 1.2, Landlord shall be deemed to have leased and demised to Tenant, and Tenant shall be deemed to have hired and taken from Landlord, the Second Expansion Premises, without the need for further act or deed by either party, for the Term and upon all of the same terms and conditions of this Lease, except as hereinafter set forth. Landlord shall exercise good faith efforts to deliver possession of the Second Expansion Premises to Tenant within the Second Expansion Delivery Window. (D) The leasing to Tenant of the Second Expansion Premises shall be upon all the same terms and conditions of the Lease except as follows: