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 two (2) options (each, a "Termination Option") to terminate and cancel this Lease effective as of (i) the last day of the ninety-second (92nd) full calendar month of the 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 Termination Notice ndlord on or before the date 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 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. of the Termination Notice and the Termination Fee, this Lease shall 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 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. 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 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of th Permitted Transferee Assignee' interest in this Lease. 2.4

Tenant Termination Right. Notwithstanding Provided that Tenant is not in default under this Lease after the expiration of any provision to applicable notice and cure period as of the contrary contained in this Leasedate 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 shall have two (2) options (each, a "Termination Option") the one-time right to terminate and cancel this Lease effective as of (i) the last first day of the ninetysixty-second eighth (92nd68th) full calendar month of the Lease Term with respect (the “Termination Date”), provided that (i) Tenant delivers written notice to Landlord (the “Termination Notice”) on or before the date that is twelve (12) months prior to the first Termination OptionDate stating Tenant’s election to terminate this Lease pursuant to the terms and conditions of this Section 2.3, and (ii) the last day concurrent with Landlord’s receipt of the one hundred forth Termination Notice, Landlord receives from Tenant an amount (104ththe “Termination Fee”) full calendar month equal to the sum of (a) the unamortized portion, as of the Lease Term with respect to the Termination Date Termination Notice ndlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, andcalculated with interest at a rate equal to 7% per annum, concurrently with its delivery of such Termination Fee the “Concessions,” as that term is defined below, and (Ab) the total amount of Base Rent and estimated Direct Expenses which that would otherwise have been paid by Tenant (as if payable under this Lease had not been terminatedduring the six (6) for the nine (9) calendar months month period following the Termination Date with respect had Tenant not terminated this Lease pursuant to the first terms of this Section 2.3, which Termination OptionFee shall be in consideration of and as a condition precedent to such early termination. For purposes of this Lease, and (B) the total amount of “Concessions” shall mean the free or abated Base Rent provided, tenant improvement costs incurred and estimated Direct Expenses which would otherwise have been brokerage commission paid by in connection with this Lease. Provided that Tenant (as if terminates this Lease had not been terminated) for the seven (7) calendar months following the Termination Date with respect pursuant to the second Termination Option. terms of the Termination Notice and the Termination Feethis Section 2.3, this Lease shall automatically terminate and be of no further force or effect, 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. 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 2.3 is personal to the Original Tenant and its Permitted Transferee Assignee and may not be exercised by any assignee, sublessee, or transferee of th Permitted Transferee Assignee' interest in this Lease. 2.4.

Tenant Termination Right. Notwithstanding any provision anything to the contrary contained set forth herein, in this Leasethe event that Landlord fails to cause the Premises to be Ready for Occupancy on or before September 30, 2017 (the "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 have two be the right to deliver a notice to Landlord (2) options (each, a "Termination OptionElection Notice") electing to terminate and cancel this Lease effective as of upon the date occurring five (i5) the last day Business Days following receipt by Landlord of the ninety-second Election Notice (92ndthe "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 of Section 2.2(c), below) full calendar month of 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 be deemed to have waived its right to terminate the Lease Term with respect pursuant to the first Termination Option, and (ii) the last day terms of the one hundred forth (104th) full calendar month of the Lease Term with respect this Section 2.2(c). The Outside Date shall be extended to the Termination Date Termination Notice ndlord on extent of any delay or before the date which is twelve (12) full calendar months prior to the applicable Termination Datedelays caused by an Unavoidable Delay and any Tenant Delay. Upon any termination as set forth in this Section 2.2(c), 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 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. of the Termination Notice and the Termination Fee, this Lease shall 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 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 Lease is executed by Tenant of all amounts owed by Tenant under this Lease, up to and including the Termination Date. 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 delivered to Landlord. The 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 transferee of th Permitted Transferee Assignee' interest in this Lease. 2.4.

Tenant Termination Right. Notwithstanding If all or part of the Leased Premises shall be destroyed or rendered wholly untenantable by fire or other casualty (whether or not insured) and this Lease has not been terminated pursuant to any other provision hereof, Landlord shall prepare an engineering estimate of the date when the Landlord’s restoration work will be substantially completed (the “Estimated Restoration Date”) and give written notice thereof to Tenant within 90 days after the contrary contained in date of the damage; provided, that if such damage is due to an uninsured casualty and Landlord elects not to restore such damage, Landlord shall so notify Tenant within such 90-day period. If the 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 may terminate this Lease, Lease by giving Landlord written notice of its election to do so within forty-five (45) days after the date of Landlord’s notice under this paragraph above. Tenant shall have two (2) options (each, a "Termination Option") no right to terminate and cancel this Lease effective on account of fire or other casualty, 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 (i) the last day or such later date as may have been specified in Landlord’s initial notice of the ninety-second Estimated Restoration Date), subject in either case to extension for not more than ninety (92nd90) full calendar month days, except in cases of Force Majeure, in which event the extension shall not exceed a total of six (6) months in the aggregate, then Tenant shall have the right to terminate this Lease Term with respect by giving Landlord written notice of its election to do so within 30 days after the first Termination Optionend of such period, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the Termination Date Termination Notice ndlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of if Tenant timely gives 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 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. of the Termination Notice and the Termination Feenotice, this Lease shall automatically 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 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 of no further force less than thirty (30) days or effectmore 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 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 with respect entitled 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. 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 (any rent abatement for any period beyond the expiration of all applicable date ninety (90) days after the day on which the termination notice and cure ination Notice is given to Landlord. The 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 transferee of th Permitted Transferee Assignee' interest in this Lease. 2.4.

Tenant Termination Right. Notwithstanding any provision Subject to the contrary contained in terms and conditions of this Lease, Tenant shall have two (2) options (each, a "Termination Option") to terminate Section 2.2 below and cancel this Lease effective as of provided that (i) Tenant is not in default under the last day Lease beyond any applicable notice and cure period as of the ninety-second (92nd) full calendar month date of Tenant’s delivery of the Lease Term with respect to the first “Termination OptionNotice,” as that term is defined below, and (ii) Tenant has provided Landlord with written notice (which notice may be included with the last day 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”) shall have the one-time right (the “Tenant Termination Right”) to terminate the Lease in its entirety effective as of September 30, 2018 (the “Termination Date”), upon written notice to Landlord (the “Termination Notice”) delivered not earlier than twelve (12) months and not less than nine (9) months (the “Termination Notice Date”) prior to the Termination Date, irrevocably exercising the Tenant Termination Right. Time is of the one hundred forth (104th) full calendar month of the Lease Term essence with respect to the Termination Date Termination Notice ndlord on or before the date which is twelve (12) full calendar months prior to the applicable Termination Date, and, concurrently with its delivery of such the Termination Fee (A) Notice. In no event shall Tenant be entitled to exercise the total amount Tenant Termination Right if an event of Base Rent and estimated Direct Expenses which would otherwise have been paid material economic default by Tenant (as if this under the Lease had not been terminated) for remains uncured at the nine (9) calendar months following the Termination Date with respect to the first Termination Option, and (B) the total amount time 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. 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 of this Section 2.2, and (b) maintains its eligibility to properly exercise such Tenant Termination Right, then, effective as of the Termination FeeDate, this the Lease shall automatically terminate and be of no further force or effect, 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. Each Termination Option shall automatically terminate and be of no further force or effect The rights contained 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 2.3 is 2.2 shall be personal to the Original Tenant and its Permitted Transferee Assignee and may not only be exercised by the Original Tenant (and not any assignee, sublessee, or any sublessee or other transferee of th Permitted Transferee Assignee' the Original Tenant’s interest in this the Lease). 2.4Notwithstanding 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.

Tenant Termination Right. Notwithstanding any provision In the event that Tenant has a bona fide legitimate need for space equal to or greater than 20,000 square feet of Rentable Floor Area (including the contrary contained in this LeasePremises) and provides written notice (the “Addition Space Notice”) to Landlord thereof on or before August 1, 2005, then Tenant shall have two (2) options (each, a "Termination Option") the right to terminate and cancel this Lease effective unless Landlord is able to accommodate such space needs of Tenant by providing such space in the Building or alternatively by providing such space as a contiguous unit in the building located at 000 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, or by causing the owner thereof to so provide such space. In the event that Landlord is able to accommodate Tenant’s space needs as aforesaid, then Tenant shall execute a written lease in substantially the form of this Lease for such space (i) the last day “Expansion Lease”), except that the term of the ninety-second lease shall be for a period of not less than five (92nd5) full calendar month years from the date of such lease and the Lease Term 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 respect to the first Termination OptionLandlord’s determination of Fair Market Rent (“Tenant’s Rent Notice”), in which event Fair Market Rent shall be determined as set forth in Section 2.5 below, and (ii) the last day of the one hundred forth (104th) full calendar month of the Lease Term with respect to the Termination Date Termination Notice ndlord on or before the date 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 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. of the Termination Notice and the Termination Fee, this Expansion Lease shall 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 effectFair Market Rent, and Landlord and Tenant shall be relieved execute the Expansion Lease within thirty (30) days of their respective obligations under this Landlord’s Rent Notice. Tenant’s failure to execute the Expansion Lease, as of the Termination Dateprovided above, 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 shall constitute a default by Tenant hereunder, unless such failure was caused by Landlord or unless such failure is cured within thirty (30) days of all amounts owed by Landlord’s notice to Tenant under this Lease, up to and including the Termination Dateof such default. Each Termination Option shall automatically terminate and be of no further force or effect in In the event that the Landlord cannot accommodate such space needs of Tenant as aforesaid, then Tenant shall have the right to terminate the Lease by no less than six (x6) 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 months prior notice and cure ination Notice given to Landlord. The 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 transferee of th Permitted Transferee Assignee' interest in this Lease. 2.4.