Common use of SURRENDER OPTION Clause in Contracts

SURRENDER OPTION. 4.01. Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a "Surrender Notice") which may be given one or more times during the period commencing on September 20, 2009 up to and including September 30, 2011 (herein called the "Surrender Notice Period"), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is herein called "Surrender Space") consisting of two (2) or more full Office Floors on or above the 6th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors. For example and without limitation, Tenant may initially elect to surrender three full Office Floors containing 90,510 rentable square feet of the Premises, and thereafter send one or more Tranche 1 Surrender Notices during the Surrender Notice Period surrendering additional full Office Floors (but not less than two (2) full Office Floors in any Surrender Notice) comprising up to an additional 189,816 rentable square feet (i.e., the Surrender Space shall not exceed 280,326 rentable square feet in the aggregate, inclusive of any space surrendered under the Original Lease). Any Surrender Notice shall identify the Surrender Space and indicate the date on which such Surrender Space will be surrendered, which date(s) may be no earlier than December 20, 2010, no later than December 31, 2012 and must correspond with the last day of a month (any such date is herein called a "Surrender Date"). Any Surrender Space that is identified in a particular Surrender Notice must be contiguous but such space need not be contiguous with any Surrender Space identified in a subsequent Surrender Space Notice; provided, that, Tenant shall give consideration to keeping Surrender Space contiguous within all or any of the four elevator banks but shall have absolutely no obligation whatsoever to do so. Notwithstanding any of the foregoing, or anything to the contrary contained in the Amended and Restated Lease, if all or any portion of the Surrender Space or Building Systems which service the Surrender Space shall be partially or totally damaged or destroyed by fire or other casualty prior to the Surrender Date, then the Surrender Date with respect to any full floor portion of the Surrender Space so affected shall be postponed until such time as Tenant fully satisfies its restoration obligations with respect thereto in accordance with Section 19.02 and such affected portion of the Surrender Space is no longer untenantable (as such term is defined in Section 19.04.)

SURRENDER OPTION. 4.01. Upon not less than fifteen (15a) months prior written notice Tenant shall have a one-time option to Landlord (each herein called a "Surrender Notice") which may be given one or more times during the period commencing on September 20, 2009 surrender up to and including September 30, 2011 ten percent (herein called the "Surrender Notice Period"), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is herein called "Surrender Space"10%) consisting of two (2) or more full Office Floors on or above the 6th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors. For example and without limitation, Tenant may initially elect to surrender three full Office Floors containing 90,510 rentable square feet of the Premises, the exact location and thereafter send one or more Tranche 1 Surrender Notices during dimensions of such space to be mutually agreed upon by Landlord and Tenant (so that such space surrendered is of a reasonably marketable size and configuration) within thirty (30) days after Landlord receives the Surrender Notice Period surrendering additional (the “Surrender Space”), effective as of the end of the full Office Floors sixtieth (but not 60th) month after Commencement Date (the “Surrender Date”) by providing Landlord with written notice of such election (the “Surrender Notice”) no less than two six (26) full Office Floors in any months prior to the Surrender Notice) comprising up Date (the “Surrender Notice Deadline”). If Tenant has not given the Surrender Notice to an additional 189,816 rentable square feet (i.e.Landlord prior to the Surrender Notice Deadline, the Surrender Space Option shall not exceed 280,326 rentable square feet in the aggregateterminate and be null and void, inclusive of any space surrendered under the Original Lease). Any Surrender Notice and Tenant shall identify have no right or option to surrender the Surrender Space and indicate the date on which such Surrender Space will be surrendered, which date(s) may be no earlier than December 20, 2010, no later than December 31, 2012 and must correspond with the last day of a month (any such date is herein called a "Surrender Date"pursuant to this Section 26.28(a). Any Surrender Space that is identified in As a particular Surrender Notice must be contiguous but such space need not be contiguous with condition precedent to any Surrender Space identified in a subsequent Surrender Space Notice; provided, that, Tenant shall give consideration to keeping Surrender Space contiguous within all or any of the four elevator banks but shall have absolutely no obligation whatsoever to do so. Notwithstanding any of the foregoing, or anything to the contrary contained in the Amended and Restated Lease, if all or any portion surrender of the Surrender Space or Building Systems which service pursuant to the provisions of this Section 26.28(a), Tenant must deliver to Landlord, within thirty (30) days after delivery of the Surrender Notice, in addition to any and all due but unpaid Rent due from Tenant to Landlord under this Lease as of the date of such delivery (include any Default Rate interest payable on such Rent as of the date of such delivery), a surrender fee equal to the sum of (i) four (4) months of Monthly Base Rent and Tenant’s Share of Operating Expenses and Taxes for the Surrender Space shall be partially or totally damaged or destroyed by fire or other casualty at the rate payable immediately prior to the Surrender Date, then (ii) the unamortized prorated Tenant Improvement Allowance and the Additional Tenant Improvement Allowance for the Surrender Date with respect to any full floor portion Space as of the Surrender Date, amortized on a straight-line basis using an interest rate of eight percent (8%), and (iii) the unamortized prorated leasing commissions for the Surrender Space so affected shall as of the Surrender Date, amortized on a straight-line basis using an interest rate of eight percent (8%). It is hereby acknowledged that any such amount required to be postponed until paid by Tenant in connection with such time as Tenant fully satisfies its restoration obligations with respect thereto in accordance with Section 19.02 and such affected portion early surrender of the Surrender Space is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early surrender of the Surrender Space (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for Tenant’s obligations under this Lease with respect to the Surrender Space to and through the Surrender Date including, with all of such obligations surviving the Surrender Date. As of the Surrender Date, Tenant shall surrender and relinquish the Surrender Space in accordance with the terms of this Lease and shall therefore have no longer untenantable further rights with respect thereto. Within thirty (as such term is defined 30) days after delivery of the Surrender Notice to Landlord, Landlord and Tenant shall execute an amendment modifying the terms of this Lease to reflect the surrender of the Surrender Space on the terms set forth in this Section 19.0426.28(a).)

SURRENDER OPTION. 4.01. Upon not less than fifteen (15) months prior written notice to Landlord (each herein called a "“Surrender Notice"”) which may be given one or more times during the period commencing on September 20, 2009 up to and including September 30, 2011 (herein called the "“Surrender Notice Period"”), Tenant may elect to surrender portions of the Premises (each such portion of the Premises so surrendered is herein called "“Surrender Space"”) consisting of two (2) or more full Office Floors on or above the 6th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors. For example and without limitation, Tenant may initially elect to surrender three full Office Floors containing 90,510 rentable square feet of the Premises, and thereafter send one or more Tranche 1 Surrender Notices during the Surrender Notice Period surrendering additional full Office Floors (but not less than two (2) full Office Floors in any Surrender Notice) comprising up to an additional 189,816 rentable square feet (i.e., the Surrender Space shall not exceed 280,326 rentable square feet in the aggregate, inclusive of any space surrendered under the Original Lease). Any Surrender Notice shall identify the Surrender Space and indicate the date on which such Surrender Space will be surrendered, which date(s) may be no earlier than December 20, 2010, no later than December 31, 2012 and must correspond with the last day of a month (any such date is herein called a "“Surrender Date"”). Any Surrender Space that is identified in a particular Surrender Notice must be contiguous but such space need not be contiguous with any Surrender Space identified in a subsequent Surrender Space Notice; provided, that, Tenant shall give consideration to keeping Surrender Space contiguous within all or any of the four elevator banks but shall have absolutely no obligation whatsoever to do so. Notwithstanding any of the foregoing, or anything to the contrary contained in the Amended and Restated Lease, if all or any portion of the Surrender Space or Building Systems which service the Surrender Space shall be partially or totally damaged or destroyed by fire or other casualty prior to the Surrender Date, then the Surrender Date with respect to any full floor portion of the Surrender Space so affected shall be postponed until such time as Tenant fully satisfies its restoration obligations with respect thereto in accordance with Section 19.02 and such affected portion of the Surrender Space is no longer untenantable (as such term is defined in Section 19.04.)

SURRENDER OPTION. 4.01In the event that, at any time during the Term or any subsequent extension term, greater than fifty percent (50%) of Tenant’s common stock is acquired by a third party other than an existing shareholder of Tenant, with the result that there is a change in the control of the Tenant, then upon notice to Landlord and delivery to Landlord of documentation evidencing such acquisition (“Surrender Notice”), Landlord and Tenant shall enter into an amendment to this Lease to reduce the square footage of the Premises by up to thirty percent (30%) (“Released Space”) of the then existing square footage. Upon The location of the Released Space shall be designated by Tenant, but subject to Landlord’s approval, which shall not less than fifteen be unreasonably withheld, conditioned, or delayed. In order for Tenant to exercise the option to terminate this Lease as to the Released Space, Tenant shall provide Landlord with six (156) months prior written notice. Upon the effective date of the termination of the Lease as to the Released Space (i.e., six (6) months following delivery of written notice to Landlord (each herein called a "Surrender Notice") which may be given one or more times during evidencing the period commencing on September 20, 2009 up to acquisition and including September 30, 2011 (herein called the "Surrender Notice Period"change in control), Tenant may elect shall be required to pay to Landlord a fee (“Surrender Fee”) equal to the sum of (i) an amount equal to six (6) months of Base Rent and Tenant’s proportionate share of Operating Costs which would have been payable with respect to the Released Space during the next six (6) months following the due date of the Surrender Fee payment, (ii) the unamortized value of the Allowance expended by Landlord for the Landlord’s Work attributable to the Released Space, amortized over the original Term of the Lease, and (iii) the unamortized value of the leasing commissions expended by Landlord with respect to the Released Space, amortized over the original Term of the Lease. Tenant’s right to give Landlord the Surrender Notice shall commence upon the forty-second (42nd) month anniversary of the Lease Commencement Date (with the result that the earliest that Tenant would have the right to surrender portions and vacate the Released Space and cease paying rent thereon would be the fourth (4th) anniversary of the Premises (each such portion Lease Commencement Date. The parties intending to be bound hereby execute or cause this Lease to be executed this day of the Premises so surrendered is herein called "Surrender Space") consisting of two (2) or more full Office Floors on or above the 6th floor of the Building and containing not more than 280,326 rentable square feet in the aggregate, all of which shall consist of full Office Floors2004. For example and without limitationWITNESSES: LANDLORD: OTR, Tenant may initially elect to surrender three full Office Floors containing 90,510 rentable an Ohio general partnership By: Signature Printed Name: Printed Name: Title: Date: Signature Printed Name: TENANT: Signature Printed Name: CYBERGUARD CORPORATION, a Florida corporation By: Signature Printed Name Printed Name: Title: Date: EXHIBIT A Legal Description Quadrant 7 Approximately 30,148 square feet of office and/or warehouse space located in a building containing approximately 37,800 square feet situated on a tract of land containing approximately 5.4377 acres on Parcel A of Intercenter II, according to the PremisesPlat thereof, as recorded in Plat Book 114, Page 1, of the Public Records of Broward County, Florida, together with Parcel B of Intercenter according to the Plat thereof, as recorded in Plat Book 106, Page 2, of the Public Records of Broward County, Florida, less and except therefrom that portion of said Parcel A and said Parcel B as recorded in O.R. Book 9812, Pages 123 and 124, of the Public Records of Broward County, Florida, and thereafter send one or being more Tranche 1 Surrender Notices during the Surrender Notice Period surrendering additional full Office Floors (but not less than two (2) full Office Floors particularly described as 000 X.X. 00xx Xxxxxx as shown in any Surrender Notice) comprising up to an additional 189,816 rentable Exhibit B. Further described as Quadrant #7 situated within a development known as Quadrant Business Center Phase II consisting of approximately 73,576 square feet (i.e., the Surrender Space shall not exceed 280,326 rentable square feet in the aggregate, inclusive of any space surrendered under the Original Lease). Any Surrender Notice shall identify the Surrender Space and indicate the date on which such Surrender Space will be surrendered, which date(s) may be no earlier than December 20, 2010, no later than December 31, 2012 and must correspond with the last day of a month (any such date is herein called a "Surrender Date"). Any Surrender Space that is identified in a particular Surrender Notice must be contiguous but such space need not be contiguous with any Surrender Space identified in a subsequent Surrender Space Notice; provided, that, Tenant shall give consideration to keeping Surrender Space contiguous within all or any of the four elevator banks but shall have absolutely no obligation whatsoever to do so. Notwithstanding any of the foregoing, or anything to the contrary contained in the Amended and Restated Lease, if all or any portion of the Surrender Space or Building Systems which service the Surrender Space shall be partially or totally damaged or destroyed by fire or other casualty prior to the Surrender Date, then the Surrender Date with respect to any full floor portion of the Surrender Space so affected shall be postponed until such time as Tenant fully satisfies its restoration obligations with respect thereto in accordance with Section 19.02 and such affected portion of the Surrender Space is no longer untenantable (as such term is defined in Section 19.04.)EXHIBIT B Premises EXHIBIT C ENVIRONMENTAL MATTERS