Common use of Second Option Clause in Contracts

Second Option. Provided that TENANT is not in default, TENANT shall be entitled to exercise a second option to extend the term of this Lease for a period of nine (9) years and eleven (11) months beginning upon the expiration of the Option Term. TENANT shall automatically exercise its option, unless it provides LANDLORD with written notice of its intention not to exercise the option not less than two hundred seventy (270) days prior to the expiration of the Option Term. In the event that TENANT exercises said option, TENANT shall pay to LANDLORD a guaranteed Annual Minimum Rent (“Fixed Minimum Rent”). The amount of the Fixed Minimum Rent shall be determined as follows: Between two hundred seventy (270) and two hundred forty (240) days prior to the expiration of the Option Term, LANDLORD shall submit to TENANT in writing a statement of what it considers to be the Fair Rental Value the Leased Premises for the first sixty (60) months of the second Option Term and for the last fifty-nine (59) months of the second Option Term. In the event TENANT does not object to same in writing within fifteen (15) days after receipt of LANDLORD’S statement, the amounts set forth shall become the Fixed Minimum Rental during the second Option Term. If the TENANT objects to the Fair Rental Value established by LANDLORD in writing within the time period set forth above, then the parties shall each appoint an appraiser, competent in the field of commercial real estate, which appraisers shall then appoint a third independent appraiser, competent in the field of commercial real estate. The three appraisers shall then together determine a Fair Rental Value of the Leased Premises for the second Option Term. In the event of a disagreement between the three, a majority decision shall be binding. The cost of such appraisers shall be split equally between both parties and the appraisers’ determination shall be final and unappealable, subject to the conditions below. In no event shall the Fixed Minimum Rental for the second Option Term be less than Nineteen Thousand Ten ($19,010.94) Dollars and ninety-four cents per month. After the Fair Rental Value for the Second Option Term is established, TENANT shall have ten (10) days to deliver a written objection to the Fair Rental Value as determined by the appraisers to LANDLORD. If TENANT fails to make such a written objection, the Fair Rental Value determined by the appraisers shall control. If TENANT objects to the Fair Rental Value, said objection shall operate as a notice that TENANT does not wish to exercise its option to renew the Lease for a second Option Term, notwithstanding the fact that the Lease had previously automatically renewed and this Lease shall terminate at the end of the First Option Term. Any such notification by TENANT shall require TENANT to pay all costs associated with the process to determine the Fair Rental Value, including, but not limited to, the costs related to all three appraisers and other related costs incurred by LANDLORD.

Second Option. (a) Provided that TENANT is the Optionee has duly exercised the First Option and acquired a fifty percent (50%) interest in the Property, the Optionee shall have the sole and exclusive right and option, subject to the terms of this Section 3.2, to acquire an additional twenty-five percent (25%) interest in the Property, free and clear of all Encumbrances, save and except for the NSR Royalty or as provided under Applicable Laws by incurring additional Qualifying Expenditures on the Property of at least $4,000,000 (the “Second Option Work Requirements”) (for total Qualifying Expenditures of at least $5,500,000), at any time within four (4) years of the Effective Date (the “Second Option Earn-In Due Date”). If the Optionee has not in defaultmade the Second Option Work Requirements on or before the Second Option Earn-In Due Date, TENANT then on or before the Second Option Earn-In Due Date the Optionee shall be entitled to exercise make a second option cash payment to extend the term of this Lease Optionor for a period of nine (9) years and eleven (11) months beginning upon the expiration outstanding remaining amount of the Second Option Term. TENANT Work Requirements, and when made such cash payment shall be counted towards the Second Option Work Requirements. (b) The Second Option shall terminate automatically exercise its optionif the Optionee does not, unless it provides LANDLORD with written notice on or before the Second Option Earn-In Due Date, complete the Second Option Work Requirements, in which case (i) if the JV Company Constituent Documents are agreed at such time, this Agreement shall terminate and the relationship of its intention the Parties will be governed by the JV Company Constituent Documents, or (ii) if the JV Constituent Documents are not agreed at such time, this Agreement will continue in force until the JV Constituent Documents are agreed. (c) Subject to Section 3.2(b), provided the Optionee has completed the Second Option Work Requirements, and any disputes regarding the completion of the Second Option Work Requirements have been resolved, and as applicable any shortfall cured (including by the payment of cash by the Optionee to the Optionor in the amount of any such shortfall), the Optionee shall have the right but not the obligation to exercise the option not less than two hundred seventy Second Option and acquire and receive from Optionor an additional twenty-five (27025%) days prior to the expiration of the Option Term. In the event that TENANT exercises said option, TENANT shall pay to LANDLORD a guaranteed Annual Minimum Rent (“Fixed Minimum Rent”). The amount of the Fixed Minimum Rent shall be determined as follows: Between two hundred seventy (270) and two hundred forty (240) days prior to the expiration of the Option Term, LANDLORD shall submit to TENANT in writing a statement of what it considers to be the Fair Rental Value the Leased Premises for the first sixty (60) months of the second Option Term and for the last fifty-nine (59) months of the second Option Term. In the event TENANT does not object to same in writing within fifteen (15) days after receipt of LANDLORD’S statement, the amounts set forth shall become the Fixed Minimum Rental during the second Option Term. If the TENANT objects to the Fair Rental Value established by LANDLORD in writing within the time period set forth above, then the parties shall each appoint an appraiser, competent interest in the field Property (for a total interest of commercial real estate, which appraisers shall then appoint 75%) by providing a third independent appraiser, competent in the field notice of commercial real estate. The three appraisers shall then together determine a Fair Rental Value of the Leased Premises for the second Option Term. In the event of a disagreement between the three, a majority decision shall be binding. The cost of such appraisers shall be split equally between both parties and the appraisers’ determination shall be final and unappealable, subject intention to the conditions below. In no event shall the Fixed Minimum Rental for the second Option Term be less than Nineteen Thousand Ten ($19,010.94) Dollars and ninety-four cents per month. After the Fair Rental Value for exercise the Second Option Term is established(the “Second Option Earn-In Notice”), TENANT which notice shall have ten (10) days to deliver include a written objection to detailed accounting of all Qualifying Expenditures respecting the Fair Rental Value Second Option Work Requirements. Upon delivery of the Second Option Earn-In Notice, resolution of any disputes regarding the Second Option Work Requirements, and as determined by the appraisers to LANDLORD. If TENANT fails to make applicable any shortfall in such a written objectionrequirements having been cured, the Fair Rental Value determined by Optionee shall be deemed to have acquired an additional twenty-five (25%) interest in the appraisers shall control. If TENANT objects to the Fair Rental Value, said objection shall operate as a notice that TENANT does not wish to exercise its option to renew the Lease Property (for a second Option Termtotal interest of 75%), notwithstanding free and clear of all Encumbrances, save and except for the fact that the Lease had previously automatically renewed and this Lease shall terminate at the end of the First Option Term. Any such notification by TENANT shall require TENANT to pay all costs associated with the process to determine the Fair Rental Value, including, but not limited to, the costs related to all three appraisers and other related costs incurred by LANDLORDNSR Royalty or as may be required under Applicable Laws.

Second Option. (a) Provided that TENANT the Option Criteria is met, Tenant shall have the right (herein called the “Second Option”), to be exercised by written notice (herein called “Tenant’s Second Election Notice”) given to Landlord not later than the date which is thirty (30) days after the date the Second Option Designation Notice is sent by Landlord, to add to the Premises the Second Option Premises designated by Landlord in default, TENANT shall such Second Option Designation Notice upon the terms hereof and for a term to be entitled to exercise a second option to extend co-terminus with the term Term of this Lease for a period of nine Lease. Landlord shall send the Second Option Designation Notice at least one hundred eighty (9) years and eleven 180), but not more than three hundred sixty-five (11) months beginning upon the expiration of the Option Term. TENANT shall automatically exercise its option365), unless it provides LANDLORD with written notice of its intention not to exercise the option not less than two hundred seventy (270) days prior to the expiration Second Option Premises Delivery Date. The Second Option Premises shall be added to and included in the Premises on the date on which possession of the entirety of such Second Option Term. In the event that TENANT exercises said optionPremises is delivered to Tenant vacant, TENANT shall pay to LANDLORD a guaranteed Annual Minimum Rent (“Fixed Minimum Rent”). The amount broom clean, free of all tenancies, occupancies, and third-party rights, with all of the Fixed Minimum Rent shall be determined as follows: Between two hundred seventy (270) and two hundred forty (240) days prior Building Systems servicing the Accepted Offered Space up to the expiration point of connection of localized distribution in good working order, and in its otherwise then “as is” condition (herein called the “Second Option Term, LANDLORD Space Inclusion Date.” Landlord shall submit have no obligation to TENANT in writing a statement of what it considers remove improvements made to be the Fair Rental Value the Leased Premises for the first sixty (60) months of the second Option Term and for the last fifty-nine (59) months of the second Option Term. In the event TENANT does not object to same in writing within fifteen (15) days after receipt of LANDLORD’S statement, the amounts set forth shall become the Fixed Minimum Rental during the second Option Term. If the TENANT objects to the Fair Rental Value established by LANDLORD in writing within the time period set forth above, then the parties shall each appoint an appraiser, competent in the field of commercial real estate, which appraisers shall then appoint a third independent appraiser, competent in the field of commercial real estate. The three appraisers shall then together determine a Fair Rental Value of the Leased Premises for the second Option Term. In the event of a disagreement between the three, a majority decision shall be binding. The cost of such appraisers shall be split equally between both parties and the appraisers’ determination shall be final and unappealable, subject to the conditions below. In no event shall the Fixed Minimum Rental for the second Option Term be less than Nineteen Thousand Ten ($19,010.94) Dollars and ninety-four cents per month. After the Fair Rental Value for the Second Option Term is establishedSpace prior to delivery to Tenant, TENANT whether or not made by Landlord, nor shall Landlord have ten (10) days any obligation to deliver a written objection prepare the Second Option Space for Tenant’s occupancy; and any work necessary to connect the Second Option Space to the Fair Rental Value as determined by the appraisers to LANDLORD. If TENANT fails to make such a written objection, the Fair Rental Value determined by the appraisers shall control. If TENANT objects to the Fair Rental Value, said objection shall operate as a notice that TENANT does not wish to exercise its option to renew the Lease for a second Option Term, notwithstanding the fact that the Lease had previously automatically renewed and this Lease shall terminate at the end balance of the First Option Term. Any such notification by TENANT Premises shall require TENANT to pay all costs associated with the process to determine the Fair Rental Value, including, but not limited to, the costs related to all three appraisers and other related costs incurred by LANDLORD.be Tenant’s responsibility at Tenant’s sole cost

Second Option. (i) Provided that TENANT Tenant is not in defaultdefault (beyond applicable notice and grace periods) pursuant to any of the terms and conditions of the Lease, TENANT and further provided that Tenant has exercised the Option, Tenant shall be entitled have the further option (the "Second Option") to renew the Lease as to the entire Demised Premises for an additional five (5) year period (the "Second Option Period") for the period commencing on the date following the last date of the Option Period upon the terms and conditions contained in the Lease, except, as provided in this Agreement. To exercise the Second Option, Tenant shall give Landlord notice (the "Second Option Extension Notice") of the intent to exercise a second option to extend the term of this Lease for a period of said Second Option not less than nine (9) years and eleven (11) months beginning upon the expiration of the Option Term. TENANT shall automatically exercise its option, unless it provides LANDLORD with written notice of its intention not to exercise the option not less than two hundred seventy (270) days prior to the expiration of date on which the Second Option TermPeriod will commence. The Second Option Extension Notice shall be given as provided in Article 29 in the Lease. In the event that TENANT exercises said optionTenant shall exercise the Second Option, TENANT shall pay to LANDLORD a guaranteed Annual Minimum Rent (“Fixed Minimum Rent”). The amount the Lease will terminate in its entirety at the end of the Second Option Period and Tenant will have no further options to extend the Lease. (ii) The Fixed Minimum Rent for the Second Option shall be determined as follows: Between two hundred seventy : (270A) Landlord and two hundred forty Tenant will have until the date which is eight (2408) months prior to the last day of the Option Period within which to agree on the then-fair market rental value of the Demised Premises, as defined in subsection (C) below. If they agree on the Fixed Rent within such period, they will amend the Lease by stating the Fixed Rent. (B) If Landlord and Tenant are unable to agree on the Fixed Rent for the Second Option Period within such time, then, the Fixed Rent for the Second Option Period will be 90% of the then-fair market rental value of the Demised Premises as determined in accordance with subsection (D) hereof. (C) The "then-fair market rental value of the Demised Premises" means what a landlord under no compulsion to lease the Demised Premises and a tenant under no compulsion to lease the Demised Premises would determine as Fixed Rent (including initial monthly rent and rental increases) for the Second Option Period, as of the commencement of the Second Option Period, taking into consideration the uses permitted under the Lease, the quality, size, design and location of the Demised Premises, and the rent for comparable buildings located in the vicinity of Westchester County, New York and the fact that the Base Operating Year and the Real Estate Tax Base shall not change. (D) Within thirty (30) days prior to after the expiration of the Option Term, LANDLORD shall submit to TENANT in writing a statement of what it considers to be the Fair Rental Value the Leased Premises for the first sixty thirty (6030) months of the second Option Term and for the last fifty-nine (59) months of the second Option Term. In the event TENANT does not object to same in writing within fifteen (15) days after receipt of LANDLORD’S statement, the amounts set forth shall become the Fixed Minimum Rental during the second Option Term. If the TENANT objects to the Fair Rental Value established by LANDLORD in writing within the time day period set forth in subsection (B) above, then the parties Landlord and Tenant shall each appoint an one licensed real estate appraiser, competent in and the field two appraisers so appointed shall jointly attempt to determine and agree upon the then fair market rental value of commercial real estatethe Demised Premises. If they are unable to agree, which then each appraiser so appointed shall set one value, and notify the other appraiser, of the value set by him or her, concurrently with such appraiser's receipt of the value set by the other appraiser. The two appraisers shall then appoint shall, together, select a third independent licensed appraiser (or if the two appraisers cannot agree upon such third appraiser, competent in the field of commercial real estate. The three appraisers then such third appraiser shall then together determine a Fair Rental Value be selected pursuant to arbitration as provided under Article 30 of the Leased Premises for Lease), who shall choose one of the second Option Term. In the event of a disagreement between the three, a majority decision shall be binding. The cost of such appraisers shall be split equally between both parties and the appraisers’ determination shall be final and unappealable, subject to the conditions below. In no event shall the Fixed Minimum Rental for the second Option Term be less than Nineteen Thousand Ten ($19,010.94) Dollars and ninety-four cents per month. After the Fair Rental Value for the Second Option Term is established, TENANT shall have ten (10) days to deliver a written objection to the Fair Rental Value as determined two values set by the first two appraisers to LANDLORD. If TENANT fails to make such a written objectionas the fair market rental value of the Demises Premises, after reviewing the Fair Rental Value determined reports of the first two appraisers appointed by the appraisers shall control. If TENANT objects to the Fair Rental Valueparties, said objection shall operate and after doing such independent research as a notice that TENANT does not wish to exercise its option to renew the Lease for a second Option Term, notwithstanding the fact that the Lease had previously automatically renewed and this Lease shall terminate at the end of the First Option Term. Any such notification by TENANT shall require TENANT to pay all costs associated with the process to determine the Fair Rental Value, including, but not limited to, the costs related to all three appraisers and other related costs incurred by LANDLORDhe/she deems appropriate.

Second Option. Provided that TENANT Tenant properly exercised the First Option and Tenant is not in defaultdefault under this Lease beyond any applicable notice and cure period, TENANT either at the time of exercise of Tenant's option or at the time the second extended term commences, Tenant shall be entitled to exercise have a second option (the "Second Option") to extend the term of this Lease beyond the First Option Period for a an additional period of five (5) years (the "Second Option Period"), upon the same terms, covenants and conditions of this Lease, except that the minimum monthly rent during the Second Option Period will be determined as hereinafter set forth. In the event Tenant desires to exercise Tenant's Second Option, Tenant shall, at least nine (9) years and eleven (11) months beginning upon the expiration of the Option Term. TENANT shall automatically exercise its option, unless it provides LANDLORD with written notice of its intention not to exercise the option not less than two hundred seventy (270) days prior to the expiration of the First Option TermPeriod, so advise Landlord by an unequivocal written notice of such desire. Landlord shall, within thirty (30) days of receipt of such notice, advise Tenant in writing of the minimum monthly rent Landlord desires to charge for the Second Option Period. Within thirty (30) days of Tenant's receipt of Landlord's notification, Tenant shall advise Landlord, in writing, of Tenant's election of one of the following: (i) Tenant's acceptance of Landlord's proposed rental provisions for the Second Option Period (in which case Landlord and Tenant shall promptly enter into a Lease Extension Agreement incorporating Landlord's minimum monthly rental determination), or (ii) Tenant's desire to exercise the Second Option, but with the minimum monthly rent for the Second Option Period to be determined pursuant to subparagraph (C), below. In the event that TENANT exercises said optionTenant fails to notify Landlord of either option set forth in (i) and (ii), TENANT shall pay to LANDLORD a guaranteed Annual Minimum Rent (“Fixed Minimum Rent”). The amount of the Fixed Minimum Rent above, Tenant shall be determined as follows: Between two hundred seventy (270) and two hundred forty (240) days prior deemed to have not exercised the expiration of the Option TermSecond Option, LANDLORD shall submit to TENANT in writing a statement of what it considers to be the Fair Rental Value the Leased Premises for the first sixty (60) months of the second Option Term and for the last fifty-nine (59) months of the second Option Term. In the event TENANT does not object to same in writing within fifteen (15) days after receipt of LANDLORD’S statement, the amounts set forth shall become the Fixed Minimum Rental during the second Option Term. If the TENANT objects to the Fair Rental Value established by LANDLORD in writing within the time period set forth above, then the parties shall each appoint an appraiser, competent in the field of commercial real estate, which appraisers shall then appoint a third independent appraiser, competent in the field of commercial real estate. The three appraisers shall then together determine a Fair Rental Value of the Leased Premises for the second Option Term. In the event of a disagreement between the three, a majority decision shall be binding. The cost of such appraisers shall be split equally between both parties and the appraisers’ determination shall be final and unappealable, subject to the conditions below. In no event shall the Fixed Minimum Rental for the second Option Term be less than Nineteen Thousand Ten ($19,010.94) Dollars and ninety-four cents per month. After the Fair Rental Value for the Second Option Term is established, TENANT shall have ten (10) days to deliver a written objection to the Fair Rental Value as determined by the appraisers to LANDLORD. If TENANT fails to make such a written objection, the Fair Rental Value determined by the appraisers shall control. If TENANT objects to the Fair Rental Value, said objection shall operate as a notice that TENANT does not wish to exercise its option to renew the Lease for a second Option Term, notwithstanding the fact that the Lease had previously automatically renewed and this Lease shall terminate at the end expiration of the First Option Term. Any such notification Unless otherwise agreed to by TENANT the parties in writing, Tenant's exercise of Tenant's option rights hereunder shall require TENANT to pay all costs associated with the process to determine the Fair Rental Value, including, but not limited to, the costs related only be effective if it relates to all three appraisers and other related costs incurred space being leased by LANDLORDTenant at the time of such exercise.