Common use of Tenant Termination Right Clause in Contracts

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall have the right to terminate and cancel this Lease in its entirety effective as of either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 (as applicable, the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord on or before the date which is six (6) full calendar months prior to the subject Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,’’ as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall 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 and the corresponding Termination Fee, this Lease shall 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, as of the Termination Date, except with respect to those obligations set forth in this Lease, which 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. 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 Notice to Landlord or, at Landlord’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 Original Tenant’s interest in this Lease.

Tenant Termination Right. Notwithstanding any provision to Provided that Tenant is not in default under the contrary contained in this Lease, as amended, as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined hereinbelow, then the Original Tenant or any Permitted Assignee shall have the right to terminate and cancel this Lease in its entirety Lease, effective as of either August May 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 2020 (as applicable, the “Termination Date”), upon Tenant’s delivery of provided that (a) Landlord receives written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord ) from Tenant on or before the date which is six (6) full calendar months prior March 31, 2019, stating that Tenant elects to terminate this Lease pursuant to the subject Termination Dateterms and conditions of this Section 7, and, and (b) concurrently with its delivery Landlord’s receipt of such the Termination Notice, Landlord receives from Tenant shall deliver to Landlord the “Termination Fee,’’ ” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall 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 the sum of the following: (i) the aggregate amount of Base Rent which would otherwise be due and owing by Tenant (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 and Date; and (ii) the corresponding Termination Feesum of the unamortized brokerage commissions, this Lease shall automatically terminate and be of no further force or effect as of free rent prior to the Termination Date, and any tenant improvement allowances paid by Landlord and or provided to Tenant in connection with Tenant’s lease of the Premises during the Extended Term (which costs shall be relieved amortized with interest at 8% per annum over the Extended Term). (iii) the sum of their respective obligations under this Lease, the unamortized costs and expenses as of the Termination DateDate incurred by Landlord in connection with Tenant’s lease of any First Offer Space, except with respect to and/or any First Refusal Space, as those obligations terms are set forth in this the Original Lease, as amended hereby, including, but not limited to, brokerage commissions, free rent and any tenant improvement allowances (which specifically survive costs shall be amortized with interest at 8% per annum over the expiration or earlier termination 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 the 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, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up to and including the Termination Date. 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 Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination right granted to Tenant under this Section 2.2 is 7 shall be personal to the Original Tenant named in this Lease (the “Original Tenant”), and any Permitted Transferee, Assignee and may not be exercised by any other assignee, sublessee, or transferee of the Original Tenant’s interest in this the Lease.

Tenant Termination Right. Notwithstanding 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 provision assignee, sublessee or other transferee) shall have the one-time right to the contrary contained in terminate this Lease, Tenant shall have the right to terminate and cancel this Lease in its entirety effective as of either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 the last day of the thirty-ninth (as applicable, 39th) full calendar month of the initial Lease Term (the “Termination Date”), upon Tenant’s delivery of provided that (i) Landlord receives written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord ) from Tenant on or before the date which that is six nine (69) full calendar months prior to the subject Termination DateDate stating Tenant’s election to terminate this Lease pursuant to the terms and conditions of this Section 2.2, and, concurrently and (ii) concurrent with its delivery Landlord’s receipt of such the Termination Notice, Landlord receives from Tenant shall deliver an amount equal to Landlord the “Termination Fee,’’ ” as that term is defined hereinbelowdefined, below, as consideration for and as a condition precedent to such early termination. The “Termination Fee” In the event that Tenant shall 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 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 corresponding Termination Feeterms of this Section 2.2, 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. The termination right granted to Tenant under this Section 2.2 shall automatically terminate and be For purposes 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, the “Termination Fee” shall mean the sum of (xa) Tenant assigns or subleases all or essentially all of $409,222.00, and (b) the Premises for all or essentially all of the then-remaining Lease Term unamortized amount, calculated with interest at a rate equal 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 Notice to Landlord or, at Landlord’s election9% 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 termination right granted to Tenant under this Section 2.2 is personal to the Tenant named “First Offer Concessions” shall mean all tenant improvement or other allowances, brokerage commissions and free rent paid or provided by Landlord in this Lease (the “Original Tenant”), and any Permitted Transferee, and may not be exercised by any other assignee, sublessee, or transferee of the Original connection with Tenant’s interest in this Leaselease of First Offer Space, if applicable.

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall shall, with respect to the entire Premises only, have the one-time right to terminate and cancel this Lease in its entirety effective as of either August 31June 30, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 2018 (as applicable, the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord on or before the date which is six (6) full calendar months prior to the subject Termination DateJanuary 1, and2018, and concurrently with its the delivery of such Termination Notice, Tenant shall deliver to Landlord the a “Termination Fee,’’ ” as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be an amount equal to either (A) Four Two Million Three Hundred FortyOne Thousand Two Hundred Fifty-Two Thousand Seven Hundred Eighty One Five and No/100 00/100 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 termination2,301,255.00). Subject to Landlord’s timely receipt of the Termination Notice and the corresponding Termination Fee, this Lease shall automatically terminate and be of no further force or effect as of the Termination Dateeffect, 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 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 the Lease, as amended, up to and including the Termination Date. 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 (wx) Tenant fails to properly and timely exercise such termination right as set forth in this Section 2.2, (xy) Tenant assigns assigns, subleases or subleases all or essentially all otherwise permits the occupancy of the Premises for all or essentially all of the then-remaining Lease Term to any portion thereof by other entities or persons (other than “with respect to a Permitted Transferees” (as that term is defined in Section 14.8, belowTransferee Assignee), (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) economic or material non-economic default under this Lease (beyond any the applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination right rights granted to Tenant under this Section 2.2 is are personal to the Original Tenant named in this Lease (the “Original Tenant”), and any its Permitted TransfereeTransferee Assignees, and may not be exercised by any other assignee, sublessee, or transferee of the Original Tenant’s or its Permitted Transferee Assignees’ interest in this Lease.. 702009.06/WLA -11- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.]

Tenant Termination Right. Notwithstanding any provision (a) Tenant shall have a one (l)-time right to terminate the Lease, subject to the contrary contained terms and conditions set forth in this LeaseSection 40. In the event that Tenant is not the Building’s leasing agent on the last day of the thirty-fifth (35th) full calendar month of the Term (unless Tenant was terminated by Landlord for “cause”, in which event Tenant shall not have the right to terminate this Lease pursuant to the terms of this Section 40), and provided Tenant is not in default of its obligations hereunder, either at the time it delivers the Termination Notice (hereinafter defined) to Landlord or at any time between such date and the Termination Date (hereinafter defined), Tenant shall have the right to terminate and cancel this Lease in its entirety effective 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 Notice to Landlord, this Lease shall terminate as of either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 the last day of the forty-fifth (as applicable, 45th) full calendar month of the “Term (the ‘Termination Date”), upon Tenant’s 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 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 Payment”). The amortization of the Leasing Costs shall be effected as though the total of such costs was the principal amount of a promissory note, bearing 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 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 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 delivery of written notice the Termination Notice and the Termination Payment. Notwithstanding the foregoing, in the event that Tenant 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 “Termination Notice”essence), which notice 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 delivered 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 and 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 date which is six (6) full calendar months prior to the subject Termination Date, andtime being of the essence, concurrently with its delivery 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 Termination Notice, other rights and remedies as may be available to Landlord at law or equity); (ii) Tenant shall deliver be liable to Landlord the “Termination Fee,’’ as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” hold-over tenant under the Lease and shall be equal subject to either (A) Four Hundred Forty-Two Thousand Seven Hundred Eighty One the terms and No/100 Dollars ($442,781.00) in connection with an August conditions of Section 31, 2012 terminationabove; and (iii) if Tenant fails to surrender the Premises to Landlord within ten (10) days after notice by Landlord, (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 may be deemed void and of no further force or effect and the corresponding Termination Fee, this Lease shall automatically terminate 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 lapse and be of no further force or effect as of the Termination Date, and Landlord and effect. Tenant shall be relieved of their respective obligations under this Leaseindemnify and hold harmless Landlord from and against any and all costs, as of the Termination Dateexpenses, except with respect liabilities and damages (including attorneys’ fees) resulting from such holding over, including but not limited to those obligations set forth in this Leaseany costs, which specifically survive the expiration expenses, liabilities or earlier termination of this Lease, including, without limitation, the payment by Tenant of all amounts owed by Tenant under this Lease, up damages resulting from (A) Landlord’s failure to and including the Termination Date. 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 deliver the Premises for all or essentially all to a prospective tenant; and (B) Landlord’s removal from the Premises 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) any of Tenant’s right equipment, furniture or personal property in order to deliver 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 Notice to Landlord or, at Landlord’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 Original Tenant’s interest in this Leasea prospective tenant.

Tenant Termination Right. Notwithstanding any provision 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 or a Permitted Assignee shall have the right, during the initial Lease Term only, to the contrary contained in terminate this Lease, Tenant shall have the right to terminate and cancel this Lease in its entirety effective as of either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 the date set forth in the Termination Notice (as applicable, the “"Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”"), which date shall in no event occur prior to the expiration of the eighteenth (18th) full calendar month of the Lease Term nor following the expiration of the initial Lease Term, provided that (i) Landlord receives written notice shall be delivered to Landlord (the "Termination Notice") from Tenant on or before the date which is six (6) full calendar months prior to the subject Termination Date, andstating Tenant's election to terminate this Lease pursuant to the terms and conditions of this Section 2.3, and (ii) concurrently with its delivery Landlord's receipt of such the Termination Notice, Landlord receives from Tenant shall deliver to Landlord 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 that term is defined hereinbelowof the Termination 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 of the Termination Date, and denominator of which equals thirty-six (36), and (b) $12,080.88, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal Provided that Tenant terminates this Lease pursuant 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 the terms of the Termination Notice and the corresponding Termination Feethis Section 2.3, this Lease shall 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 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. 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 Notice to Landlord or, at Landlord’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 Original Tenant’s interest in this Lease.

Tenant Termination Right. Notwithstanding any provision (a) Subject to the contrary contained full and complete satisfaction of the Termination Conditions Precedent (as hereinafter defined), in accordance with the provisions of this LeaseSection 9, Tenant shall have the right one-time irrevocable option to terminate and cancel this the Lease in its entirety effective as of either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 (as applicable, “Tenant Termination”). The conditions precedent (the “Termination Conditions Precedent”) to the effectiveness of any such Tenant Termination shall be as follows: (i) the effective date of any such Tenant Termination shall be April 30, 2022 (“Tenant Termination Date”), upon Tenant’s delivery of ; (ii) Tenant shall deliver written notice to Landlord (the “Tenant Termination Notice”), which notice shall be delivered ) of such Tenant Termination to Landlord on or before by not later than July 31, 2021; (iii) concurrent with the date which is six (6) full calendar months prior to the subject Termination Date, and, concurrently with its delivery of such the Tenant Termination Notice, Tenant shall deliver pay to Landlord Landlord, without deduction or offset, a non-refundable cash Termination Fee (as hereinafter defined); and (iv) on the “Tenant Termination Fee,’’ as that term is defined hereinbelowDate, as consideration for no default of Tenant shall have occurred under the Lease. Said Termination Fee shall be Additional Rent under the Lease and as a condition precedent to such early terminationshall be in addition to, and not in lieu of, any other payments due under the Lease. The “Termination Fee” shall be an amount equal to either the sum of: (Ai) Four Hundred Forty-Two Thousand Seven Hundred Eighty One the Unamortized Portion (as hereinafter defined) as of the Tenant Termination Date of all costs and No/100 Dollars ($442,781.00) expenses incurred by Landlord in connection with an August 31this Amendment (the “Transaction Costs”), 2012 terminationincluding the out-of-pocket costs associated with performing Landlord’s Work, (B) Three Hundred Thirty-Two Thousand Eighty-Six and No/100 Dollars ($332,086.00) all brokerage commissions paid by Landlord in connection with this Amendment, and all legal fees, in an August 31amount not to exceed $5,000.00, 2013 termination, (C) Two Hundred Twenty-One Thousand Three Hundred Ninety and No/100 Dollars ($221,390.00) paid by Landlord in connection with an August 31this Amendment, 2014 terminationand (ii) $50,721.49 (i.e., or two times the average of the monthly Fixed Rent payable over the Term of the Lease). The “Unamortized Portion” shall mean the unamortized portion of the Transaction Costs, amortized on a straight-line basis over the Extension Term, together with interest thereon at the rate of six percent (D6%) One Hundred Ten Thousand Six Hundred Ninety-Six and No/100 Dollars ($110,696.00) in connection per annum. Upon request by Tenant, Landlord shall provide Tenant, with an August 31a determination of the foregoing costs, 2015 termination. Subject to along with Landlord’s timely receipt calculation of the Termination Notice and Unamortized Portion of the corresponding Termination Fee, this Lease shall automatically terminate and be of no further force or effect costs as of the Tenant Termination Date, 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 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. 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 Notice to Landlord or, at Landlord’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 Original Tenant’s interest in this Lease.

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall have the right two (2) options (each, a "Termination Option") to terminate and cancel this Lease in its entirety effective as of either August 31(i) the last day of the ninety-second (92nd) full calendar month of the Lease Term with respect to the first Termination Option, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 and (as applicable, ii) the “last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Date Termination Notice”), which notice shall be delivered to Landlord Notice ndlord on or before the date which is six twelve (612) full calendar months prior to the subject applicable Termination Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,’’ as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to either Fee (A) Four Hundred Forty-Two Thousand Seven Hundred Eighty One the total amount of Base Rent and No/100 Dollars estimated Direct Expenses which would otherwise have been paid by Tenant ($442,781.00as if this Lease had not been terminated) in connection for the nine (9) calendar months following the Termination Date with an August 31respect to the first Termination Option, 2012 termination, and (B) Three Hundred Thirty-Two Thousand Eighty-Six the total amount of Base Rent and No/100 Dollars estimated Direct Expenses which would otherwise have been paid by Tenant ($332,086.00as if this Lease had not been terminated) in connection for the seven (7) calendar months following the Termination Date 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 terminationrespect to the second Termination Option. Subject to Landlord’s timely receipt of the Termination Notice and the corresponding Termination Fee, this Lease shall automatically terminate and be of no further force or effect as of the Termination Dateeffect, 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 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. The termination right granted to Tenant under this Section 2.2 Each Termination Option shall automatically terminate and be of no further force or effect in the event (wx) Tenant fails to properly and timely exercise such termination right Termination Option 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 th been terminated pursuant to Section 19.2 of this Leaseterminated, or (z) Tenant is in “Economic Default” (as defined in Section 2.3.2, below) default under this Lease (beyond any the expiration of all applicable notice and cure periods), as of the date of Tenant’s delivery of the Termination ination Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination right Termination Options granted to Tenant under this Section 2.2 2.3 is personal to the Original Tenant named in this Lease (the “Original Tenant”), and any its Permitted Transferee, Transferee Assignee and may not be exercised by any other assignee, sublessee, or transferee of the Original Tenant’s th Permitted Transferee Assignee' interest in this Lease.

Tenant Termination Right. Notwithstanding any provision to the contrary contained in this Lease, Tenant shall have the one (1) time right to terminate this Lease 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 Lease Commencement Date, Tenant shall deliver written notice to Landlord of Tenant’s desire to lease additional space in the Project, and provide the approximate square footage of such additional space (the “Expansion Request Notice”). If, during the ensuing one (1) year period, Landlord is unable to reasonably accommodate Tenant’s needs as set forth in the Expansion Request Notice, either via Tenant’s right of first refusal (as set forth in Section 1.3, above, or otherwise, then Tenant shall have the one-time right to terminate and cancel this Lease in its entirety effective as of either August 31, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 the third anniversary of the Lease Commencement Date (as applicable, the “Termination Date”), upon Tenant’s delivery in accordance with the terms and conditions of this Section 2.3. Accordingly, Tenant shall deliver written notice to Landlord (the “Termination Notice”), which notice shall be delivered to Landlord on or before the date which is six (6) full calendar months prior to second anniversary of the subject Termination Lease Commencement Date, and, concurrently with its delivery of such Termination Notice, Tenant shall deliver to Landlord the “Termination Fee,’’ ” as that term is defined hereinbelowherein below, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to either the sum of (A) Four Hundred Fortythe then remaining (as of the Termination Date) unamortized amount (calculated by amortizing the same on a straight-Two Thousand Seven Hundred Eighty One line basis commencing on August 1, 2010 and No/100 Dollars continuing thereafter for a period of time equal to sixty ($442,781.0060) months, employing an interest factor of eight percent (8%) per annum) of the sum of the following: (i) the “Improvement Allowance” as that term is defined in Section 2.1 of the Work Letter, and (ii) the commission payable in connection with an August 31, 2012 termination, this Lease; and (B) Three Hundred Thirty-Two Nine Thousand Eighty-Six Hundred and No/100 00/100 Dollars ($332,086.00309,600.00) in connection with an August 31(i.e., 2013 termination, representing six (C6) 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 terminationfull calendar months of the Base Rent Abatement). Subject to Landlord’s timely receipt of the Termination Notice and the corresponding Termination Fee, this Lease shall automatically terminate and be of no further force or effect as of the Termination Dateeffect, 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 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. The termination right granted to Tenant under this Section 2.2 2.3 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 2.22.3, (x) Tenant assigns assigns, subleases or subleases all or essentially all otherwise permits the occupancy of the Premises for all or essentially all of the then-remaining Lease Term to any portion thereof by other entities or persons persons, other than “in connection with a Permitted Transferees” (as that term is defined in Section 14.8, below)Transfer, (y) Tenant’s right to possession of the Premises has previously been terminated pursuant to Section 19.2 of this Leaseterminated, or (z) Tenant is in “Economic Default” (as defined in Section 2.3.2, below) default under this Lease (beyond any applicable notice and cure periods)Lease, as of the date of Tenant’s delivery of the Termination Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination right granted to Tenant under this Section 2.2 2.3 is personal to the Original 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 Original Tenant’s or Permitted Transferee’s interest in this Lease.

Tenant Termination Right. Notwithstanding any provision Subject to the contrary contained terms and conditions of this Section 2.2 below and provided that (i) Tenant is not in default under 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 Lease, Tenant Amendment (the “Original Tenant”) shall have the one-time right (the “Tenant Termination Right”) to terminate and cancel this the Lease in its entirety effective as of either August 31September 30, 2012, August 31, 2013, August 31, 2014 or August 31, 2015 2018 (as applicable, the “Termination Date”), upon Tenant’s delivery of written notice to Landlord (the “Termination Notice”), which notice shall be ) delivered to Landlord on or before not earlier than twelve (12) months and not less than nine (9) months (the date which is six (6“Termination Notice Date”) full calendar months prior to the subject Termination Date, and, concurrently irrevocably exercising the Tenant Termination Right. Time is of the essence with its respect to the delivery of such the Termination Notice, . In no event shall Tenant shall deliver be entitled to Landlord exercise the “Tenant Termination Fee,’’ as that term is defined hereinbelow, as consideration for and as a condition precedent to such early termination. The “Termination Fee” shall be equal to either (A) Four Hundred Forty-Two Thousand Seven Hundred Eighty One and No/100 Dollars ($442,781.00) in connection with Right if 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 event of material economic default by Tenant under the Lease remains uncured at the time of Landlord’s timely receipt of the Termination Notice (beyond the applicable notice and cure periods). Provided Tenant (a) properly exercises the corresponding Tenant Termination FeeRight in accordance with the terms of this Section 2.2, this and (b) maintains its eligibility to properly exercise such Tenant Termination Right, then, effective as of the Termination Date, the Lease shall automatically terminate and be of no further force or effect as of the Termination Dateeffect, and Landlord and Tenant shall be relieved of their respective obligations under this the Lease, as of the Termination Date, except with respect to those obligations set forth in this Lease, the Lease with respect to the period of Tenant’s tenancy through the 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 Lease, the Lease up to and including the Termination Date. The termination right granted to Tenant under rights contained in 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 Notice to Landlord or, at Landlord’s election, as of the Termination Date. The termination right granted to Tenant under this Section 2.2 is personal to the Original Tenant named in this Lease (the “Original Tenant”), and any Permitted Transferee, and may not only be exercised by the Original Tenant (and not any other assignee, sublessee, or any sublessee or other transferee of the Original Tenant’s interest in this 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 determining Landlord’s damages pursuant to Section 1951.2 of the California Civil Code, Tenant’s right to terminate the Lease early shall not be taken into consideration.