Common use of Tenant Termination Right Clause in Contracts

Tenant Termination Right. Provided that Tenant is not in default under this Lease as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term (the “Termination Date”), provided that (i) Landlord receives written notice (the “Termination Notice”) from Tenant on or before the date that is nine (9) months prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant to the terms and conditions of this Section 2.2, and (ii) concurrent with Landlord’s receipt of the Termination Notice, Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicable.

Tenant Termination Right. Provided that Tenant is not in default under this Lease the Lease, as amended, as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined belowhereinbelow, then the Original Tenant only (and not or any assignee, sublessee or other transferee) Permitted Assignee shall have the one-time right to terminate this Lease, effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term May 31, 2020 (the “Termination Date”), provided that (ia) Landlord receives written notice (the “Termination Notice”) from Tenant on or before the date March 31, 2019, stating that is nine (9) months prior to the Termination Date stating Tenant’s election Tenant elects to terminate this Lease pursuant to the terms and conditions of this Section 2.27, and (iib) concurrent concurrently with Landlord’s receipt of the Termination Notice, Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, belowdefined hereinbelow, as consideration for and as a condition precedent to such early termination. In The “Termination Fee” shall be equal to the event that sum of the following: (i) the aggregate amount of Base Rent which would otherwise be due and owing by Tenant shall deliver (as if the Lease had not been terminated by Tenant pursuant to this Section 7) for the five (5) full calendar months following the Termination Notice in accordance with Date; and (ii) the terms hereofsum of the unamortized brokerage commissions, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant free rent prior to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth and any tenant improvement allowances paid by Landlord or provided to Tenant in this Lease which relate to the term of connection with Tenant’s lease of the Premises and/or that specifically survive during the expiration or earlier termination of this Lease, including, without limitation, Extended Term (which costs shall be amortized with interest at 8% per annum over the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean Extended Term). (iii) the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, costs and expenses as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided Date incurred by Landlord in connection with Tenant’s lease of any First Offer Space, and/or any First Refusal Space, as those terms are set forth in the Original Lease, as amended hereby, including, but not limited to, brokerage commissions, free rent and any tenant improvement allowances (which costs shall be amortized with interest at 8% per annum over the portion of the Extended Term applicable to such First Offer Space and/or First Refusal Space). If Tenant elects to terminate the Lease pursuant to the terms and conditions of this Section 7, then the Lease shall terminate effective as of the Termination Date with the same force and effect as if applicablethe Lease were scheduled to expire in accordance with its terms as of such Termination Date, and, without limiting the generality of the foregoing, Tenant shall surrender possession of the Premises to Landlord on such Termination Date in the condition required pursuant to the terms and conditions of this Lease. The termination right set forth in this Section 7 shall be personal to the Original Tenant and any Permitted Assignee and may not be exercised by any other assignee, sublessee, or transferee of the Original Tenant’s interest in the Lease.

Tenant Termination Right. Provided that Notwithstanding any provision to the contrary contained in this Lease, Tenant is not in default under this Lease as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate and cancel this Lease, Lease in its entirety effective as of the last day of the thirty-ninth either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 (39th) full calendar month of the initial Lease Term (as applicable, the “Termination Date”), provided that (i) Landlord receives upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”) from Tenant ), which notice shall be delivered to Landlord on or before the date that which is nine six (96) full calendar months prior to the subject Termination Date stating Tenant’s election to terminate this Lease pursuant to the terms and conditions Date, and, concurrently with its delivery of this Section 2.2, and (ii) concurrent with Landlord’s receipt of the such Termination Notice, Tenant shall deliver to Landlord receives from Tenant an amount equal to the “Termination Fee,” ’’ as that term is defined, belowdefined hereinbelow, as consideration for and as a condition precedent to such early termination. In the event that Tenant The “Termination Fee” shall deliver be equal to either (A) Four Hundred Forty-Two Thousand Seven Hundred Eighty One and No/100 Dollars ($442,781.00) in connection with an August 31, 2012 termination, (B) Three Hundred Thirty-Two Thousand Eighty-Six and No/100 Dollars ($332,086.00) in connection with an August 31, 2013 termination, (C) Two Hundred Twenty-One Thousand Three Hundred Ninety and No/100 Dollars ($221,390.00) in connection with an August 31, 2014 termination, or (D) One Hundred Ten Thousand Six Hundred Ninety-Six and No/100 Dollars ($110,696.00) in connection with an August 31, 2015 termination. Subject to Landlord’s timely receipt of the Termination Notice in accordance with and the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2corresponding Termination Fee, this Lease shall immediately and automatically terminate and be of no further force or effect as of the Termination Date, and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease Lease, which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes The termination right granted to Tenant under this Section 2.2 shall automatically terminate and be of no further force or effect in the event (w) Tenant fails to properly and timely exercise such termination right as set forth in this Section 2.2, (x) Tenant assigns or subleases all or essentially all of the Premises for all or essentially all of the then-remaining Lease Term to entities or persons other than “Permitted Transferees” (as that term is defined in Section 14.8, below), (y) Tenant’s right to possession of the Premises has previously been terminated pursuant to Section 19.2 of this Lease, or (z) Tenant is in “Economic Default” (as defined in Section 2.3.2, below) under this Lease (beyond any applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Fee” shall mean the sum of (a) $409,222.00Notice to Landlord or, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annumLandlord’s election, as of the Termination Date. The termination right granted to Tenant under this Section 2.2 is personal to the Tenant named in this Lease (the “Original Tenant”), and any Permitted Transferee, and may not be exercised by any other assignee, sublessee, or transferee of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Original Tenant’s lease of First Offer Space, if applicableinterest in this Lease.

Tenant Termination Right. Provided that Tenant is not Notwithstanding any provision to the contrary contained in default under this Lease as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, Tenant shall have two (2) options (each, a "Termination Option") to terminate and cancel this Lease effective as of of (i) the last day of the thirtyninety-ninth second (39th92nd) full calendar month of the initial Lease Term with respect to the first Termination Option, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the second Termination Option (as applicable, the “Termination Date”), provided that (i) Landlord receives upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”) from Tenant ), which notice shall be delivered to Landlord on or before the date that which is nine twelve (912) full calendar months prior to the applicable Termination Date stating Tenant’s election to terminate this Lease pursuant to the terms and conditions Date, and, concurrently with its delivery of this Section 2.2, and (ii) concurrent with Landlord’s receipt of the such Termination Notice, Tenant shall deliver to Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, belowdefined hereinbelow, as consideration for and as a condition precedent to such early termination. In The “Termination Fee” shall be equal to (A) the event that total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant shall deliver (as if this Lease had not been terminated) for the nine (9) calendar months following the Termination Date with respect to the first Termination Option, and (B) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice in accordance with and the terms hereofTermination Fee, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease Lease, which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in this Section 2.22.3, (y) Tenant’s right to possession of the “Termination Fee” shall mean Premises has previously been terminated, or (z) Tenant is in default under this Lease (beyond the sum expiration of (a) $409,222.00, all applicable notice and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annumcure periods), as of the Termination Date, date of Tenant’s delivery of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination DateNotice to Landlord. The “First Offer Concessions” shall mean all tenant improvement Termination Options granted to Tenant under this Section 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with transferee of the Original Tenant’s lease of First Offer Space, if applicableor its Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Provided that Tenant is not in default under shall have the one (1) time right to terminate this Lease as in accordance with the terms and conditions of this Section 2.3. If Tenant desires to exercise such termination right, then on or before the first anniversary of the date Lease Commencement Date, Tenant shall deliver written notice to Landlord of Tenant’s delivery desire to lease additional space in the Project, and provide the approximate square footage of such additional space (the “Termination Expansion Request Notice,” ”). If, during the ensuing one (1) year period, Landlord is unable to reasonably accommodate Tenant’s needs as that term is defined belowset forth in the Expansion Request Notice, the Original either via Tenant’s right of first refusal (as set forth in Section 1.3, above, or otherwise, then Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate and cancel this Lease, Lease effective as of the last day third anniversary of the thirty-ninth (39th) full calendar month of the initial Lease Term Commencement Date (the “Termination Date”), provided that (i) Landlord receives written notice (the “Termination Notice”) from Tenant on or before the date that is nine (9) months prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant to in accordance with the terms and conditions of this Section 2.22.3. Accordingly, and Tenant shall deliver written notice to Landlord (ii) concurrent with Landlord’s receipt the “Termination Notice”), which notice shall be delivered to Landlord on or before the second anniversary of the Lease Commencement Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, defined herein below, as consideration for and as a condition precedent to such early termination. In The “Termination Fee” shall be equal to the event sum of (A) the then remaining (as of the Termination Date) unamortized amount (calculated by amortizing the same on a straight-line basis commencing on August 1, 2010 and continuing thereafter for a period of time equal to sixty (60) months, employing an interest factor of eight percent (8%) per annum) of the sum of the following: (i) the “Improvement Allowance” as that Tenant shall deliver term is defined in Section 2.1 of the Work Letter, and (ii) the commission payable in connection with this Lease; and (B) Three Hundred Nine Thousand Six Hundred and 00/100 Dollars ($309,600.00) (i.e., representing six (6) full calendar months of the Base Rent Abatement). Subject to Landlord’s timely receipt of the Termination Notice in accordance with and the terms hereofTermination Fee, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease Lease, which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes of The termination right granted to Tenant under this Section 2.22.3 shall automatically terminate and be of no further force or effect in the event (w) Tenant fails to properly and timely exercise such termination right as set forth in this Section 2.3, (x) Tenant assigns, subleases or otherwise permits the “occupancy of the Premises or any portion thereof by other entities or persons, other than in connection with a Permitted Transfer, (y) Tenant’s right to possession of the Premises has previously been terminated, or (z) Tenant is in default under this Lease, as of the date of Tenant’s delivery of the Termination Fee” shall mean the sum of (a) $409,222.00Notice to Landlord or, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annumLandlord’s election, as of the Termination Date. The termination right granted to Tenant under this Section 2.3 is personal to the Original Tenant and any Permitted Transferee, and may not be exercised by any assignee, sublessee, or transferee of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Original Tenant’s lease of First Offer Space, if applicableor Permitted Transferee’s interest in this Lease.

Tenant Termination Right. Provided that Tenant is not in default under this Lease after the expiration of any applicable notice and cure period as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant or a Permitted Assignee, as the case may be, only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, Lease effective as of the last first day of the thirtysixty-ninth eighth (39th68th) full calendar month of the initial Lease Term (the “Termination Date”), provided that (i) Landlord receives Tenant delivers written notice to Landlord (the “Termination Notice”) from Tenant on or before the date that is nine twelve (912) months prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant to the terms and conditions of this Section 2.22.3, and (ii) concurrent with Landlord’s receipt of the Termination Notice, Landlord receives from Tenant an amount equal to (the “Termination Fee”) equal to the sum of (a) the unamortized portion, as of the Termination Date, calculated with interest at a rate equal to 7% per annum, of the “Concessions,” as that term is defined, defined below, as and (b) the Base Rent that would have been payable under this Lease during the six (6) month period following the Termination Date had Tenant not terminated this Lease pursuant to the terms of this Section 2.3, which Termination Fee shall be in consideration for of and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereofFor purposes of this Lease, the terms of Sections 1.2 “Concessions” shall mean the free or abated Base Rent provided, tenant improvement costs incurred and 2.3 of brokerage commission paid in connection with this Lease shall immediately and automatically terminate and be of no further force or effectLease. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.22.3, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicable.

Tenant Termination Right. Provided Subject to the terms and conditions of this Section 2.2 below and provided that (i) Tenant is not in default under this the Lease beyond any applicable notice and cure period as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, and (ii) Tenant has provided Landlord with written notice (which notice may be included with the Termination Notice) that Tenant has failed to raise an additional $20,000,000.00 or more in new funding prior to the “Termination Notice Date” (as defined below) (the “Funding Condition”), then the Tenant originally named in this Amendment (the “Original Tenant only (and not any assignee, sublessee or other transfereeTenant”) shall have the one-time right (the “Tenant Termination Right”) to terminate this Lease, the Lease in its entirety effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term September 30, 2018 (the “Termination Date”), provided that (i) Landlord receives upon written notice to Landlord (the “Termination Notice”) from Tenant on or before the date that is delivered not earlier than twelve (12) months and not less than nine (9) months (the “Termination Notice Date”) prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant Date, irrevocably exercising the Tenant Termination Right. Time is of the essence with respect to the delivery of the Termination Notice. In no event shall Tenant be entitled to exercise the Tenant Termination Right if an event of material economic default by Tenant under the Lease remains uncured at the time of Landlord’s receipt of the Termination Notice (beyond the applicable notice and cure periods). Provided Tenant (a) properly exercises the Tenant Termination Right in accordance with the terms and conditions of this Section 2.2, and (iib) concurrent with Landlord’s receipt maintains its eligibility to properly exercise such Tenant Termination Right, then, effective as of the Termination Notice, Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereofDate, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination DateLease, except those obligations set forth in this the Lease which relate with respect to the term period of Tenant’s lease of tenancy through the Premises and/or that Termination Date or such obligations which specifically survive the expiration or earlier termination of this the Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this the Lease up to and including the Termination Date. For The rights contained in this Section 2.2 shall be personal to the Original Tenant and may only be exercised by the Original Tenant (and not any assignee, or any sublessee or other transferee of the Original Tenant’s interest in the Lease). Notwithstanding anything set forth in the Lease to the contrary, if the Lease is terminated as a result of a Tenant default, then for purposes of this determining Landlord’s damages pursuant to Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as 1951.2 of the Termination DateCalifornia Civil Code, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicableright to terminate the Lease early shall not be taken into consideration.

Tenant Termination Right. Provided In the event that Tenant is not in default under this Lease as has a bona fide legitimate need for space equal to or greater than 20,000 square feet of Rentable Floor Area (including the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (Premises) and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term (the “Termination Date”), provided that (i) Landlord receives provides written notice (the “Termination Addition Space Notice”) from Tenant to Landlord thereof on or before August 1, 2005, then Tenant shall have the date that is nine (9) months prior to the Termination Date stating Tenant’s election right to terminate this Lease pursuant unless Landlord is able to accommodate such space needs of Tenant by providing such space in the terms and conditions of this Section 2.2, and (ii) concurrent with Landlord’s receipt of the Termination Notice, Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined, below, as consideration for and Building or alternatively by providing such space as a condition precedent contiguous unit in the building located at 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, or by causing the owner thereof to so provide such early terminationspace. In the event that Landlord is able to accommodate Tenant’s space needs as aforesaid, then Tenant shall deliver execute a written lease in substantially the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 form of this Lease for such space (the “Expansion Lease”), except that the term of the lease shall immediately be for a period of not less than five (5) years from the date of such lease and automatically terminate the rent shall be at the Fair Market Rent then prevailing in the area as reasonably determined by Landlord and set forth in a notice to Tenant (“Landlord’s Rent Notice”), unless Tenant notifies Landlord that it disagrees with Landlord’s determination of Fair Market Rent (“Tenant’s Rent Notice”), in which event Fair Market Rent shall be of no further force or effect. Provided that Tenant terminates this Lease pursuant to determined as set forth in Section 2.5 below, and the terms of this Section 2.2, this Expansion Lease shall immediately and automatically terminate and be entered into within thirty (30) days after Fair Market Rent is determined as provided in Section 2.5 below. If Tenant concurs with Xxxxxxxx’s determination of no further force or effect and Fair Market Rent, Landlord and Tenant shall be relieved execute the Expansion Lease within thirty (30) days of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Landlord’s Rent Notice. Tenant’s lease of failure to execute the Premises and/or that specifically survive the expiration or earlier termination of this Expansion Lease, includingas provided above, without limitation, the payment shall constitute a default by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2hereunder, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided unless such failure was caused by Landlord in connection with Tenantor unless such failure is cured within thirty (30) days of Landlord’s lease notice to Tenant of First Offer Spacesuch default. In the event that the Landlord cannot accommodate such space needs of Tenant as aforesaid, if applicablethen Tenant shall have the right to terminate the Lease by no less than six (6) months prior notice given to Landlord.

Tenant Termination Right. Provided Notwithstanding anything to the contrary set forth herein, in the event that Tenant is not in default under this Lease as of Landlord fails to cause the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right Premises to terminate this Lease, effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term (the “Termination Date”), provided that (i) Landlord receives written notice (the “Termination Notice”) from Tenant be Ready for Occupancy on or before September 30, 2017 (the date that is nine "Outside Date") for any reason other than an Unavoidable Delay or a Tenant Delay, then, except as otherwise set forth in Section 2.2(b), the sole remedy of Tenant for such failure shall be the right to deliver a notice to Landlord (9a "Election Notice") months prior to the Termination Date stating Tenant’s election electing to terminate this Lease effective upon the date occurring five (5) Business Days following receipt by Landlord of the Election Notice (the "Effective Termination Date"). The Election Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date (as the same may be extended pursuant to the terms and conditions of this Section 2.2, and (ii) concurrent with Landlord’s receipt of the Termination Notice, Landlord receives from Tenant an amount equal to the “Termination Fee,” as that term is defined2.2(c), below, as consideration for and as a condition precedent to such early termination) nor later than five (5) Business Days after the Outside Date. In the event that Tenant fails to deliver to Landlord the Election Notice within five (5) Business Days following the Outside Date, then Tenant shall deliver be deemed to have waived its right to terminate the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.22.2(c). The Outside Date shall be extended to the extent of any delay or delays caused by an Unavoidable Delay and any Tenant Delay. Upon any termination as set forth in this Section 2.2(c), this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under from any and all liability to each other resulting hereunder except that Landlord shall return to Tenant any prepaid rent and the Security Deposit (to the extent the same has been paid by Tenant). Tenant hereby acknowledges and agrees that the Outside Date shall be extended on a day-for-day basis by the period commencing on June 30, 2017 and continuing until the date upon which this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment is executed by Tenant of all amounts owed by Tenant under this Lease up and delivered to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicableLandlord.

Tenant Termination Right. Provided that Tenant is not Notwithstanding any provision to the contrary contained in default under this Lease as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, Tenant shall have two (2) options (each, a "Termination Option") to terminate and cancel this Lease effective as of (i) the last day of the thirtyninety-ninth second (39th92nd) full calendar month of the initial Lease Term with respect to the first Termination Option, and (ii) the “last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the Termination Date”), provided that (i) Landlord receives written notice (the “Date Termination Notice”) from Tenant Notice ndlord on or before the date that which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such Termination Fee (A) the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the nine (9) calendar months prior to following the Termination Date stating Tenant’s election to terminate this Lease pursuant with respect to the terms and conditions of this Section 2.2first Termination Option, and (iiB) concurrent the total amount of Base Rent and estimated Direct Expenses which would otherwise have been paid by Tenant (as if this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with Landlord’s receipt respect to the second Termination Option. of the Termination Notice, Landlord receives from Tenant an amount equal to Notice and the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease Lease, which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes Each Termination Option shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly and timely exercise such Termination Option as set forth in th been terminated, or (z) Tenant is in default under this Lease (beyond the expiration of all applicable notice and cure ination Notice to Landlord. The Termination Options granted to Tenant under this Section 2.22.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, the “Termination Fee” shall mean the sum sublessee, or transferee of (a) $409,222.00, and (b) the unamortized amount, calculated with th Permitted Transferee Assignee' interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicablethis Lease.

Tenant Termination Right. Provided that Tenant is not in default under this Lease as of the date of Tenant’s 's delivery of the “"Termination Notice,” " as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) a Permitted Assignee shall have the one-time right right, during the initial Lease Term only, to terminate this Lease, effective as of the last day date set forth in the Termination Notice (the "Termination Date"), which date shall in no event occur prior to the expiration of the thirty-ninth eighteenth (39th18th) full calendar month of the Lease Term nor following the expiration of the initial Lease Term (the “Termination Date”)Term, provided that (i) Landlord receives written notice (the “"Termination Notice”") from Tenant on or before the date that which is nine six (96) months prior to the Termination Date Date, stating Tenant’s 's election to terminate this Lease pursuant to the terms and conditions of this Section 2.22.3, and (ii) concurrent concurrently with Landlord’s 's receipt of the Termination Notice, Landlord receives from Tenant an amount (the "Termination Fee") equal to the “sum of (A) the product of (a) three (3), and (b) the monthly Base Rent payable under this Lease as of the Termination Fee,” Date, and (B) the product of (a) a fraction, the numerator of which equals the number of full and partial calendar months remaining in the Lease Term as that term is definedof the Termination Date, belowand denominator of which equals thirty-six (36), and (b) $12,080.88, as consideration for and as a condition precedent to such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.22.3, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease Lease, up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicable.

Tenant Termination Right. Provided that Tenant is If all or part of the Leased Premises shall be destroyed or rendered wholly untenantable by fire or other casualty (whether or not in default under insured) and this Lease as has not been terminated pursuant to any other provision hereof, Landlord shall prepare an engineering estimate of the date of Tenantwhen the Landlord’s delivery restoration work will be substantially completed (the “Estimated Restoration Date”) and give written notice thereof to Tenant within 90 days after the date of the “Termination Notice,” as damage; provided, that term if such damage is defined belowdue to an uninsured casualty and Landlord elects not to restore such damage, Landlord shall so notify Tenant within such 90-day period. If the Original Estimated Restoration Date is later than one year from the date of the damage, or if Landlord gives notice under the proviso clause of the preceding sentence that such damage will not be restored, Tenant only may terminate this Lease by giving Landlord written notice of its election to do so within forty-five (and not any assignee, sublessee or other transferee45) days after the date of Landlord’s notice under this paragraph above. Tenant shall have the one-time no right to terminate this LeaseLease on account of fire or other casualty, effective except as expressly provided in this Section 5.07(c). If Landlord’s restoration work has not been substantially completed within the one-year period after the date of damage (or such later date as may have been specified in Landlord’s initial notice of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term (the “Termination Estimated Restoration Date”), provided that subject in either case to extension for not more than ninety (i90) Landlord receives written notice days, except in cases of Force Majeure, in which event the extension shall not exceed a total of six (the “Termination Notice”) from Tenant on or before the date that is nine (96) months prior to in the Termination Date stating Tenant’s election aggregate, then Tenant shall have the right to terminate this Lease pursuant by giving Landlord written notice of its election to do so within 30 days after the terms and conditions end of this Section 2.2such period, and (ii) concurrent with Landlord’s receipt of the Termination Notice, Landlord receives from if Tenant an amount equal to the “Termination Fee,” as that term is defined, below, as consideration for and as a condition precedent to timely gives such early termination. In the event that Tenant shall deliver the Termination Notice in accordance with the terms hereof, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2notice, this Lease shall immediately terminate 30 days after the date thereof unless Landlord’s restoration work is substantially completed within such 30-day period, in which event such termination notice shall be void and automatically this Lease shall continue in full force and effect. If Landlord shall not have terminated the Lease pursuant to Section 5.07(b), Tenant shall also have the right to terminate this Lease if the conditions described in clause (i) of Section 5.07(b) shall occur, by notice from Tenant to Landlord given within sixty (60) days after the date of damage, the effective date of which shall not be less than thirty (30) days or more than ninety (90) days after the day on which the termination notice is given to Landlord. Tenant’s notice may specify a later date for such termination, not more than one year after the casualty, provided that Tenant may continue to lawfully occupy the Leased Premises in accordance with all applicable building codes and other legal requirements notwithstanding such casualty, Landlord shall not be of no further force or effect and Landlord required to restore the Building (including any Tenant Improvements), and Tenant shall not be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate entitled to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant any rent abatement for any First Offer Space leased by Tenant during period beyond the four date ninety (490) month period immediately following days after the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicableday on which the termination notice is given to Landlord.

Tenant Termination Right. Provided that Notwithstanding any provision to the contrary contained in this Lease, Tenant is not in default under this Lease as of shall, with respect to the date of Tenant’s delivery of the “Termination Notice,” as that term is defined belowentire Premises only, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, Lease effective as of the last day of the thirty-ninth (39th) full calendar month of the initial Lease Term June 30, 2018 (the “Termination Date”), provided that (i) Landlord receives upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”) from Tenant ), which notice shall be delivered to Landlord on or before the date that is nine (9) months prior to the Termination Date stating Tenant’s election to terminate this Lease pursuant to the terms and conditions of this Section 2.2January 1, 2018, and (ii) concurrent concurrently with Landlord’s receipt the delivery of the such Termination Notice, Tenant shall deliver to Landlord receives from Tenant an amount equal to the a “Termination Fee,” as that term is defined, belowdefined hereinbelow, as consideration for and as a condition precedent to such early termination. In the event that Tenant The “Termination Fee” shall deliver be an amount equal to Two Million Three Hundred One Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,301,255.00). Subject to Landlord’s timely receipt of the Termination Notice in accordance with and the terms hereofTermination Fee, the terms of Sections 1.2 and 2.3 of this Lease shall immediately and automatically terminate and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except with respect to those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease the Lease, as amended, up to and including the Termination Date. For purposes The termination right granted to Tenant under this Section 2.2 shall automatically terminate and be of no further force or effect in the event (x) Tenant fails to properly exercise such termination right as set forth in this Section 2.2, (y) Tenant assigns, subleases or otherwise permits the “occupancy of the Premises or any portion thereof by other entities or persons (other than with respect to a Permitted Transferee Assignee), or (z) Tenant is in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Fee” shall mean the sum of (a) $409,222.00Notice to Landlord or, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annumLandlord’s election, as of the Termination Date. The termination rights granted to Tenant under this Section 2.2 are personal to the Original Tenant and its Permitted Transferee Assignees, and may not be exercised by any assignee, sublessee, or transferee of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Original Tenant’s lease of First Offer Spaceor its Permitted Transferee Assignees’ interest in this Lease. 702009.06/WLA -11- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, if applicable.Inc.]

Tenant Termination Right. Provided (a) Tenant shall have a one (l)-time right to terminate the Lease, subject to the terms and conditions set forth in this Section 40. In the event that Tenant is not in default under this Lease as of the date of TenantBuilding’s delivery of the “Termination Notice,” as that term is defined below, the Original Tenant only (and not any assignee, sublessee or other transferee) shall have the one-time right to terminate this Lease, effective as of leasing agent on the last day of the thirty-ninth fifth (39th35th) full calendar month of the initial Lease Term (unless Tenant was terminated by Landlord for “cause”, in which event Tenant shall not have the “Termination Date”), provided that (i) Landlord receives written notice (the “Termination Notice”) from Tenant on or before the date that is nine (9) months prior to the Termination Date stating Tenant’s election right to terminate this Lease pursuant to the terms and conditions of this Section 2.240), and provided Tenant is not in default of its obligations hereunder, either at the time it delivers the Termination Notice (iihereinafter defined) concurrent with Landlord’s receipt to Landlord or at any time between such date and the Termination Date (hereinafter defined), Tenant shall have the right to terminate this Lease by delivering to Landlord an irrevocable written notice of termination (the ‘Termination Notice”) on or before the last day of the thirty-sixth (36th) full calendar month of the Term, time being of the essence, and if Tenant timely delivers the Termination NoticeNotice to Landlord, this Lease shall terminate as of the last day of the forty-fifth (45th) full calendar month of the Term (the ‘Termination Date”), provided that Tenant has fulfilled all of the conditions set forth in Section 40(b), below. (b) In order for the Termination Notice to be effective, the Termination Notice shall include a certified check payable to Landlord receives from Tenant in an amount equal to the then-unamortized costs (as of the Termination Date) incurred by Landlord in leasing the Premises to Tenant (the “Leasing Costs”), including but not limited to all leasing commissions paid by Landlord in connection with the leasing of the Premises and the amount of the Improvement Allowance (“Termination Fee,” Payment”). The amortization of the Leasing Costs shall be effected as that term is definedthough the total of such costs was the principal amount of a promissory note, belowbearing interest at the rate of ten percent (10%) per annum, where the principal (and all interest thereon) shall be repaid during a five (5) year period commencing on the Rent Commencement Date in equal monthly installments of principal and interest in such amount as consideration for to cause the principal balance to be reduced to zero as of the last day of the Term. The Termination Payment shall be in addition to, and as a condition precedent not in lieu of, the payments of Minimum Rental, Additional Rental and all other charges accruing under the Lease through the Termination Date. Time shall be of the essence with respect to such early terminationdelivery of the Termination Notice and the Termination Payment. In Notwithstanding the foregoing, in the event that Tenant shall is in default under the Lease on the date on which Tenant delivers the Termination Notice or is in default under the Lease at any time between such date and the Termination Date, or if Tenant fails to deliver the Termination Payment at the time it delivers the Termination Notice to Landlord (time being of the essence), then, at Landlord’s sole option, the Termination Notice may be deemed by Landlord to be void and of no further force and effect and the Lease shall continue in full force and effect for balance of the Term, and Landlord, if the Termination Notice is deemed invalid, shall return the Termination Payment to Tenant. (c) If the Lease is terminated pursuant to and in accordance with the provisions of this Section 40, then, as of the Termination Date, neither Landlord nor Tenant shall have any rights or obligations under the Lease and Landlord shall be free to lease the Premises to any persons or entities for a term beginning on the Termination Date; provided that Tenant shall vacate the Premises in accordance with the terms hereofand conditions of Section 6, above, on or before the Termination Date; and provided further, however, that Tenant shall remain obligated for any liabilities or obligations under the Lease (including without limitation the obligation to pay Minimum Rental, Additional Rental and all other amounts payable under the Lease) accruing prior to the Termination Date, which obligation shall survive indefinitely the termination of the Lease. (d) Should Tenant fail to surrender the Premises to Landlord on or before the Termination Date, time being of the essence, then, at Landlord’s sole option: (i) Landlord shall be entitled to exercise all of the rights and remedies available to Landlord under the Lease upon the occurrence of an Event of Default hereunder (and such other rights and remedies as may be available to Landlord at law or equity); (ii) Tenant shall be liable to Landlord as a hold-over tenant under the Lease and shall be subject to the terms and conditions of Section 31, above; and (iii) if Tenant fails to surrender the Premises to Landlord within ten (10) days after notice by Landlord, the terms Termination Notice may be deemed void and of Sections 1.2 no further force or effect and 2.3 of this the Lease shall continue in full force and effect, in which event Landlord shall return the Termination Payment to Tenant and all rights of Tenant under this Section 40 shall immediately and automatically terminate lapse and be of no further force or effect. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.2, this Lease shall immediately and automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved indemnify and hold harmless Landlord from and against any and all costs, expenses, liabilities and damages (including attorneys’ fees) resulting from such holding over, including but not limited to any costs, expenses, liabilities or damages resulting from (A) Landlord’s failure to deliver the Premises to a prospective tenant; and (B) Landlord’s removal from the Premises of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term any of Tenant’s lease equipment, furniture or personal property in order to deliver possession of the Premises and/or that specifically survive the expiration or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease up to and including the Termination Date. For purposes of this Section 2.2, the “Termination Fee” shall mean the sum of (a) $409,222.00, and (b) the unamortized amount, calculated with interest at a rate equal to 9% per annum, as of the Termination Date, of the “First Offer Concessions, “ as that term is defined, below, and (c) the monthly Base Rent and Direct Expenses that would have been payable by Tenant for any First Offer Space leased by Tenant during the four (4) month period immediately following the Termination Date. The “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in connection with Tenant’s lease of First Offer Space, if applicableprospective tenant.