Common use of Tenant’s Notice Clause in Contracts

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)and Landlord’s consent thereto is required under this Lease, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an irrevocable thirty (30) day offer from Tenant to Landlord of the right, at Landlord’s option, (1) if the proposed transaction is an assignment of this Lease, to terminate this Amended and Restated Lease with respect to the entire Premises. If Premises as of the date indicated in the notice from Tenant to Landlord in (a) above (except as hereafter otherwise provided), or (2) if the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of thirty percent (30%) or more than 1/3rd of the rentable square footage of the Premises, Premises (inclusive of any then subleased space at the Premises and any proposed sublease space) to a non-Related Entity or the term of such sublease is (including any extension options provided for a term substantially equal to under the then remaining sublease) exceeds ninety percent (90%) of the remainder of the Term of this Amended and Restated Lease (without regard to any then unexercised extension options under this Lease, such notice shall be deemed an offer from Tenant to Landlord of but considering all extension options granted under the rightproposed sublease), at Landlord’s option to terminate this Amended and Restated Lease with respect to such the space as that Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 thirty (30) days after delivery of Tenant’s notice. If Subject to Section 13.6, if Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (iA) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 ninety (90) days after the date of Landlord receives the above notice unless Landlord agrees to such earlier date, (iiB) Rent shall be apportioned, paid or refunded as of such date, (iiiC) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivD) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or subtenant. Notwithstanding anything in this Section to the contrary, Section 13.6 shall take precedence over any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsarguably conflicting provision in this Section.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to LandlordLandlord (the "Assignment/Sublet Notice Date"), which shall be accompanied by (ai) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment or sublet to be effectiveeffective (the "Assignment/Sublet Start Date"), and (bii) with respect (A) the material business terms on which Tenant would offer to a assign or sublet of all or a part of the Premisessuch premises, and (B) a description of the portion of the Premises to be sublet and or assigned. Such notice shall be deemed an irrevocable offer from Tenant to Landlord whereby Landlord (or Landlord's designee) shall be granted the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term)right, and at Landlord's option, if the proposed transaction is either an assignment of this Amended and Restated Lease, Lease or a sublease subletting in excess of the entire Premises, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd 40% of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option : (a) to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased spacesublease, upon the terms and conditions hereinafter set forth, or (b) in the case of an assignment or sublet of 75% or more of the Premises, to terminate this Lease with respect to the entire Premises by giving Tenant notice thereof no later than twenty-five (25) days after delivery of the Assignment/Sublet Notice Date, provided Landlord shall provide Tenant with substantially similar space in the Building under substantially the same terms, covenants and conditions taking into consideration the proportional difference of the Premises to the new Premises. Such option may be option, once exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended , shall take effect on the Assignment/Sublet Start Date and Restated Lease, (a) Tenant shall have the right within 7 days option to revoke be relocated by Landlord to the request to assign or sublease thereby extinguishing aforesaid substitute space at Landlord’s right to terminate this Amended and Restated Lease, or (b) 's cost if the Tenant does not give such notice within 7 days, (i) proposed transaction is an assignment of this Amended and Restated Lease shall end and expire with respect to all or a portion subletting of 75% or more of the rentable square footage of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and ; (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date and expiration dates (together with all extension options) of such subleasesublet; and (c) a copy of a bona fide term sheet or letter of intent pertaining to such proposed assignment or sublease and executed by Tenant and the proposed assignee or subtenant. If Tenant has vacated all desires to assign this Lease or substantially all if Tenant desires to sublet as aforesaid and the term (including, if exercised, any extension option(s)) of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises sublease that will expire during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease last 12 months of the entire Premisesthen Term, such notice shall shall, except with respect to a Permitted Transfer, be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other partysubtenant. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof have ten (10) business days after receipt of Landlord’s Notice, to Landlordnotify Landlord in writing (“Tenant’s Notice”) whether Tenant will lease the First Offer Space in accordance with the terms as set forth above, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such subleaseas applicable. If Tenant has vacated all elects to lease the First Offer Space, Landlord and Tenant will execute an amendment to the Lease adding the First Offer Space to the Demised Premises within ten (10) business days after the later of (i) Landlord’s receipt of Tenant’s Notice or substantially (ii) the date the parties agree upon the Expansion Market Rate, if applicable, or (iii) receipt by both parties of a mutually acceptable amendment. If Tenant does not, within such 10-business day period, deliver Tenant’s Notice or elects not to lease the First Offer Space, then this Right of First Offer to lease the First Offer Space then subject to this Right of First Offer will lapse and be of no further effect and Landlord will have the right to lease such First Offer Space to any third party on terms that are not materially more favorable than those in Landlord’s Notice without re-submitting such changed terms to Tenant in accordance with this Right of First Offer in which case Tenant shall have five (5) business days after its receipt of such resubmitted offer to exercise the Right of First Offer on such terms as to all of the Premises or is space contained in the process of making arrangements to do so changed terms (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease which may be in excess of the entire Premises, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, First Offer Space). The term “materially more favorable” shall mean the net effective rental rates and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Leaseterms, such notice shall be deemed an offer from Tenant to Landlord as the length of the rightterm and the amount of any concessions such as the tenant improvement allowance and any free rent, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes proposal are less than 94% of the net effective rental rates and terms originally offered to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option has not negotiated a lease or amendment for the First Offer Space with a third party within one hundred eighty (180) days after Tenant has elected not to, or has been deemed to terminate have elected not to, lease the First Offer Space, then this Amended Right of First Offer will once again apply to the First Offer Space. The right granted to Tenant under this paragraph is personal to Tenant, and Restated Lease, (a) Tenant shall have in the right within 7 days to revoke the request to assign event of any assignment of this Lease or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) by Tenant, upon Landlord’s request, shall enter into an amendment this Right of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free First Offer to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord First Offer Space shall pay all costs to make the Partial Space a self-contained rental unit thenceforth be void and to install any required Building corridorsof no further force and effect.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Tenant’s Asking Rate”), and if . If the proposed transaction is either an assignment of this Amended and Restated Lease, Lease or a sublease subletting of the entire Premises, such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days thirty (30) Business Days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 ninety (90) days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease shall give Landlord notice of any proposed --------------- sublease or sublet all or any portion assignment, specifying the provisions of the Premises proposed assignment or subletting, including (sometimes a) the name and address of the proposed assignee or subtenant, (b) reasonably adequate information as to its net worth and financial capability and standing (provided, however, that Landlord shall hold such information confidentially having the right to release same only to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the terms and provisions upon which the proposed assignment or subletting is to be made, and (d) all other information reasonably requested by Landlord as being necessary to make the determination referred to herein as a “Transfer”)in Sections 12.3 or 12.4 above. Notwithstanding the provisions of item (b) above, Tenant shall give notice thereof not be required to Landlord, which shall be accompanied by (a) with respect provide such reasonably adequate information as to an assignment of this Amended net worth and Restated Lease, the date Tenant desires the assignment financial capability as to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the any proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then subtenant who proposes to sublease less than five thousand (5,000) square feet of rentable floor area. In making the “Partial Space”)determination of whether a proposed subtenant proposes to sublease less than 5,000 square feet of rentable floor area, but not any other previously there shall be aggregated the rentable floor areas of the initial proposed subleased space, upon the terms space and conditions hereinafter set forth. Such option may be exercised all space covered by notice from Landlord to Tenant within 20 days after delivery expansion rights and rights of Tenant’s noticefirst refusal. If Landlord exercises its option shall consent to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign proposed assignment or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premisessubletting, as the case may be, on then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant's notice, as given hereunder and Landlord's consent thereto; provided, however, that if the date that such assignment or sublease was to commencesubletting, provided that such date as the case may be, consistent with Tenant's notice and Landlord's consent thereto is in no event earlier than 90 not consummated within one hundred twenty (120) days after Tenant's receipt of Landlord's consent hereunder, then such consent shall terminate and the date provisions and requirements of this Article XII shall apply as if said consent had never been given. Tenant covenants and agrees to promptly deliver to Landlord a true copy of the above assignment or subletting consummated by Tenant and in accordance with Tenant's notice and Landlord's consent thereto but the failure of Tenant to so deliver same shall not constitute a default of Tenant under this Lease unless Tenant fails to deliver same to Landlord agrees to such earlier date, within ten (ii10) Rent shall be apportioned, paid or refunded as days after receipt of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) notice from Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsrequesting same.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease (other than to a Related Entity, as hereafter defined) or sublet (other than to a Related Entity or subject to the limitations set forth below, a Permitted User) all or any portion of the Premises (sometimes referred to herein as a “Transfer”)and Landlord’s consent thereto is required under this Lease, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the PremisesPremises (other than to a Related Entity or subject to the limitations set forth below, a Permitted User), a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or such notice is in the process of making arrangements with respect to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease (other than to a Related Entity) or if with respect to any sublease of this Lease for a term expiring within the final twelve (12) months of the Lease Term (other than to a Related Entity or subject to the limitations set forth below, a Permitted User) (without regard to any then unexercised extension options under this Lease, or a sublease of but considering all extension options granted under the entire Premisesproposed sublease), such notice shall be deemed an a thirty (30) day offer from Tenant to Landlord of the right, at Landlord’s option, (1) if the proposed transaction is an assignment of this Lease (other than to a Related Entity), to terminate this Amended and Restated Lease with respect to the entire Premises. If , (2) if the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of fifty percent (50%) or more than 1/3rd of the rentable square footage of the Premises, Premises (inclusive of any then subleased space at the Premises and such any proposed sublease is for a term substantially equal space to the then remaining Term of this Amended and Restated Leaseextent same is not subleased to a Related Entity) to a non-Related Entity, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such the entire Premises, or (3) if Landlord elects not to exercise its termination right under clause (2), to terminate this Lease with respect to the space as that Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice (the “Termination Notice”) from Landlord to Tenant within 20 thirty (30) days after delivery of Tenant’s notice. Notwithstanding anything herein to the contrary, if Landlord elects to terminate this Lease (or a portion thereof) with respect to a proposed sublease pursuant to the above provisions of this Section, Tenant shall have the right to withdraw Tenant’s sublease request by providing Landlord written notice of such withdrawal within ten (10) days of Tenant’s receipt of an applicable Termination Notice. In such event, Landlord’s Termination Notice shall be null and void ab initio and this Lease shall continue in full force and effect. If Landlord exercises its option to terminate all or a portion of this Amended Lease (and Restated LeaseTenant does not withdraw Tenant’s sublease request), (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 ninety (90) days after the date of Landlord receives the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord and (e) Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated --------------- Lease or sublet all or any portion of the Premises (sometimes referred to herein as in a “Transfer”)transaction for which Landlord's consent is required hereunder, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, (i) the material business terms on which Tenant would sublet such premises, and (ii) a description of the portion of the Premises to be sublet and the commencement date of such subleasesublet. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an offer from Tenant to Landlord of whereby Landlord (or Landlord's designee) shall be granted the right, at Landlord’s 's option, (1) with respect to a sublease for a term expiring no earlier than six (6) months prior to the Expiration Date, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “"Partial Space”"), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease, to terminate this Lease. Such option may be exercised by notice from Landlord to Tenant within 20 days ten (10) Business Days after delivery Landlord's receipt of Tenant’s 's notice. If ; provided, however, that Landlord exercises its shall have no such option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion any such proposed subletting unless on the date of such proposed transaction Tenant is occupying less than fifty percent (50%) of the rentable area of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Tenant’s Asking Rate”), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such . Such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If (1) if the proposed transaction is a sublease subletting (other than to a Related Entity) of a portion fifteen percent (15%) or more of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease (other than to a Related Entity), to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to subtenant, and (e) Landlord shall, at Landlord’s expense, perform any other party. Landlord shall pay all costs to make demising work necessitated by Landlord’s recapture of a portion of the Partial Space a self-contained rental unit and to install any required Building corridorsPremises.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof submit a statement to Landlord, which shall be accompanied by Landlord (an “A/S Statement”) containing the following information: (a) the name and address of the proposed subtenant or assignee, (b) with respect to an assignment of this Amended and Restated Lease, the terms and conditions of the proposed assignment, including, without limitation, the consideration payable for such assignment, any additional consideration payable for leasehold improvements or Tenant’s Property and the cost of any work to prepare the Premises for occupancy by such assignee and the date Tenant desires the assignment to be effective, and (bc) with respect to a sublet of all or a part of the Premises, a term sheet executed by Tenant and the proposed subtenant containing a description of the portion of the Premises to be sublet sublet, and the commencement date of such sublease. If Tenant has vacated all or substantially all terms and conditions of the Premises or is in proposed subletting, including, without limitation, the process of making arrangements to do so consideration per rentable square foot payable for such subletting (with no intention of returning to the Premises during the Term“Sublease Rent”), any additional consideration payable for leasehold improvements and if Tenant’s Property and the proposed transaction is either an assignment cost of this Amended any work to prepare the sublet space for occupancy by such subtenant and Restated Lease, or a sublease of the entire Premises, such date Tenant desires the subletting to be effective. Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of 50% or more of the rentable square footage of the Premises, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s noticeA/S Statement. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier less than 90 days after the date of the above notice unless Landlord agrees to such an earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other partysubtenant. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Xxxxxxxx's Right to Terminate. Tenant desires shall, by notice in writing, advise Landlord of its intention from, on and after a stated date (which shall not be less than Sixty (60) days after the date of Tenant's notice) to assign this Amended and Restated Lease or sublet any part or all or any portion of the Leased Premises for the balance of any part of the Lease Term to any person or party other than Tenant (sometimes referred to herein as whether a “Transfer”)related or affiliated entity or person, Tenant shall give notice thereof to Landlord, which shall be accompanied by (aor not) with respect to an assignment of this Amended in each and Restated Lease, the date Tenant desires the assignment to be effectiveevery instance, and (b) in such event, except with respect to a sublet proposed Transfer of all or a part of the PremisesBusiness Assignment, a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such notice Landlord shall be deemed an offer from Tenant to Landlord of have the right, at Landlord’s optionto be exercised by giving written notice to Tenant within Thirty (30) days after receipt of Tenant's notice, to recapture the space described in Tenant's notice, and such recapture notice shall, if given, terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion space therein described as of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such date stated in Xxxxxx's notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing negate Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion 's recapture of the Premises, as the case may be, on the date that space by withdrawing such assignment or sublease was to commence, provided that such date is in no event earlier than 90 subletting request within Five (5) business days after the date of Landlord's notice of recapture whereupon this Lease and Xxxxxx's occupancy hereunder shall continue unchanged and in full force and effect for the above then remaining Lease Term). Tenant's notice unless Landlord agrees to such earlier dateof proposed assignment or subletting shall (i) state the name and address of the proposed subtenant and assignee, (ii) Rent shall be apportioned, paid include a true and complete copy of the proposed sublease or refunded as of such dateassignment, (iii) Tenantcontain sufficient information to permit Landlord, upon Landlord’s requestin its sole discretion, shall enter into an amendment to determine the financial responsibility and character of this Amended the proposed subtenant or assignee, (iv) state who is responsible for the costs of physically separating the Leased Premises and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereofcomponent systems serving same, and (ivv) Landlord shall be free to lease state whether the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.proposed assignment is

Tenant’s Notice. (a) If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof ("Tenant's A/S Notice") to Landlord, which shall be accompanied by (ai) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (bii) with respect to a sublet of all or a part of the Premises, (A) the material business terms on which Tenant would sublet such premises, and (B) a description of the portion of the Premises to be sublet and the commencement date of such subleasesublet. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an offer from Tenant to Landlord of whereby Landlord (or Landlord's designee) shall be granted the right, at Landlord’s 's option, (1) to terminate this Amended and Restated Lease with respect to such space as Tenant proposes to sublease, provided the entire Premises. If term of the proposed sublease expires less than 18 months before the Expiration Date, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is a sublease an assignment of a portion of the Premises, which, together with all other presently existing subleases, comprises this Lease or a subletting of 75% or more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forthentire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery Landlord's receipt of Tenant’s 's notice. If Landlord exercises its option . (b) Notwithstanding any provision contained in this Article 15 to terminate this Amended and Restated Leasethe contrary, (a) Tenant named herein shall have the right within 7 days prior to revoke the request first anniversary of the Rent Commencement Date to assign sublet one or sublease thereby extinguishing more portions of the Premises not to exceed 7,500 rentable square feet in the aggregate (the "Free Sublet Space"), in each case, without any obligation to comply with the provisions of Section 15.2(a). Such subleases by Tenant (i) shall not be subject to Landlord’s 's right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect pursuant to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier dateSection 15.3 hereof, (ii) Rent shall be apportionedsubject to Landlord's consent under Section 15.4, paid or refunded as of such date, and (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications not be subject to the terms and provisions hereof, and (iv) Landlord shall be free to lease of Section 15.7 for rent payable in respect of the Premises (or first 5 years of any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorssuch sublease.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Tenant’s Asking Rate”), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such . Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If (1) if the proposed transaction is a sublease of a portion for substantially all of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of 75% or more of the rentable square footage of the Premises for substantially all of the remaining Term of this Lease, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated LeaseLease with respect to all or a portion of the Premises, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 60 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. If Landlord elects its option to terminate this Lease with respect to the Partial Space, then Landlord and Tenant shall each pay its respective proportionate share (based upon the relative size of the Partial Space compared to the relative size of the remainder of the Premises) of all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Tenant’s Asking Rate”), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such . Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If (1) if the proposed transaction is a sublease of a portion for the remainder of the PremisesTerm, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 days 10 Business Days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated LeaseLease with respect to all or a portion of the Premises, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements (“Tenant’s Asking Rate”). Except with respect to do so (with no intention of returning a sublet to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire PremisesRelated Entity, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, if the proposed transaction is an assignment of this Lease, to terminate this Amended and Restated Lease with respect to the entire Premises. If Lease, or if the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of 50% or more than 1/3rd of the rentable square footage of the Premises, Premises and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated the Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon proposed sublet portion of the terms and conditions hereinafter set forthPremises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have as the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 dayscase may be, (iw) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iix) Rent shall be apportioned, paid or refunded as of such date, (iiiy) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivz) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other partysubtenant. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors. Should Landlord notify Tenant of its intent to terminate as set forth hereinabove, then Tenant shall have the right to rescind the proposed transaction.

Tenant’s Notice. If Notwithstanding the provisions of Section 12.1 above, in the event Tenant desires to assign this Amended and Restated Lease or to sublet all the whole or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, Tenant shall give Landlord notice (the “Proposed Transfer Notice”) of any proposed sublease or assignment, and said notice shall specify the provisions of the proposed assignment or subletting, including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a description proposed assignment or subletting pursuant to Section 12.4 below, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in said Section 12.4 (provided, however, that Landlord shall hold such information confidential having the right to release same only to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the terms and provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed assignment or subletting pursuant to Section 12.4 below, all other information necessary to make the determination referred to in said Section 12.4 and (e) in the case of a proposed assignment or subletting pursuant to Section 12.5 below, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 12.5. Tenant may, prior to identifying a proposed assignee or subtenant, give Landlord written notice (“Notice of Intent to Transfer”) advising Landlord that Tenant intends to enter into an assignment of Tenant’s interest in the Lease or a proposed sublease of the Premises, or any portion thereof. A Notice of Intent to Transfer shall set forth: (f) the location and size of the portion of the Premises to which would be sublet and affected by such proposed assignment or sublease, (g) the estimated commencement date of the term of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereofsublease, and (ivh) Landlord shall be free to lease the Premises (estimated term of such proposed assignment or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorssublease.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “"Transfer”"), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term"Tenant's Asking Rate"), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such . Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s 's option, (1) to terminate this Amended and Restated Lease with respect to such space as Tenant proposes to sublease (the entire Premises. If "Partial Space"), upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is a sublease an assignment of a portion of the Premises, which, together with all other presently existing subleases, comprises this Lease or a subletting of fifty percent (50%) or more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forthentire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 thirty (30) days after delivery of Tenant’s 's notice. If Landlord exercises its option to terminate this Amended and Restated LeaseLease with respect to all or a portion of the Premises, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 sixty (60) days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s 's request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s 's prospective assignee or subtenant or to any other party. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.. 789956.06/WLA 377061-00006/sb/sb Arboretum Courtyard [Catasys, Inc.]

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Tenant’s Asking Rate”), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such . Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of 50% or more of the rentable square footage of the Premises, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated LeaseLease with respect to all or a portion of the Premises, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign or transfer this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment or transfer of this Amended and Restated Lease, the date Tenant desires the assignment or transfer to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an irrevocable 30 day offer from Tenant to Landlord of the right, at Landlord’s option, (1) if the proposed transaction is an assignment or transfer of this Lease, to terminate this Amended and Restated Lease with respect to the entire Premises. If , (2) if the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of 75% or more than 1/3rd of the rentable square footage of the Premises, Premises and the term of such sublease is (including any extension options provided for a term substantially equal to under the sublease) would either be for 75% or more of the then remaining Term of this Amended and Restated Lease (without regard to any then unexercised extension options under this Lease) or for a period expiring during the last 18 months of the Term of this Lease (without regard to any then unexercised extension options under this Lease, such notice shall be deemed an offer from Tenant to Landlord of but considering all extension options granted under the rightproposed sublease), at Landlord’s option to terminate this Amended and Restated Lease with respect to such the entire Premises, or (3) if Landlord elects not to exercise its termination right under clause (2) or if the proposed transaction is a sublease that does not fall within the criteria set forth in clause (2), to terminate this Lease with respect to the space as that Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of TenantTxxxxx’s notice. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment assignment, transfer or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of Landlord receives the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee assignee, transferee or subtenant or to any other partysubtenant. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors. Notwithstanding anything to the contrary in this Section 13.2, Tenant may withdraw its request to assign or transfer this Lease or sublet all or any portion of the Premises within five (5) days following Tenant’s receipt of Landlord notice of Landlord’s exercise of its rights under this Section 13.2.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Tenant’s Asking Rate”), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such . Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of 50% or more of the rentable square footage of the Premises, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated LeaseLease with respect to all or a portion of the Premises, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.. 6219070.4

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice (the "Transfer Notice") thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such subleasesublease and the rent per rentable square foot Tenant will ask for such portion of the Premises (“Tenant’s Asking Rate”). If Notwithstanding the foregoing, in the event Tenant has vacated all intends to assign this Lease or substantially sublease all of the Premises Premises, Tenant shall have the right, prior to submitting any such Transfer Notice, to deliver notice (“Intention to Transfer Notice”) to Landlord of Tenant’s intention or is in the process of making arrangements desire to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of assign this Amended and Restated Lease, Lease or a sublease all of the entire Premises, in which event, such notice Intention to Transfer Notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to recapture and terminate this Amended Lease with respect to the entire Premises effective as of the date set forth in the Intention to Transfer Notice. Such recapture option may be exercised by notice (the "Recapture Notice") from Landlord to Tenant within ten (10) Business Days after delivery of Tenant’s Intention to Transfer Notice or the Transfer Notice, as applicable (i.e., if Tenant does not deliver to Landlord an Intention to Transfer Notice); provided, however, Landlord hereby acknowledges and Restated agrees that Landlord shall have no right to recapture the Premises with respect to (i) an assignment or sublease pursuant to Section 13.8, below; or (ii) any sublease of less than the entire Premises. If Tenant delivers an Intention to Transfer Notice to Landlord, and Landlord declines, or fails to elect in a timely manner to recapture and terminate this Lease with respect to the entire Premises. If , then, Tenant shall thereafter be entitled to proceed to assign this Lease or sublease the proposed transaction is a sublease entire Premises subject to Landlord’s consent rights upon Landlord’s receipt of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal Transfer Notice but Landlord shall have no further right to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease recapture with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s noticeassignment or sublease. If Landlord timely exercises its option to terminate this Amended and Restated LeaseLease by delivering a Recapture Notice following receipt of a Transfer Notice or an Intention to Transfer Notice, (a) as applicable, then Tenant shall have the right within 7 days to revoke its Intention to Transfer Notice by delivering a notice (the request "Rescission Notice") to assign or sublease thereby extinguishing Landlord’s right Landlord within five (5) Business Days following delivery of the Recapture Notice. In the event that Tenant delivers the Rescission Notice, then this Lease shall continue as if Tenant had never delivered the Intention to Transfer Notice. If Landlord timely exercises its option to terminate this Amended Lease by delivering a Recapture Notice and Restated Lease, or (b) if the Tenant does not give such notice within 7 daysthereafter timely deliver to Landlord the Rescission Notice, then , (ia) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 ninety (90) days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises for all or substantially all of the remaining term of the Lease (sometimes referred other than as may be expressly permitted without Landlord’s consent pursuant to herein as a “Transfer”this Lease), Tenant shall give notice thereof to Landlord, which shall be accompanied by (ai) a statement reasonably detailing the identity of the proposed assignee or subtenant (“Transferee”), the nature of its business and its proposed use of the Premises, and a description of the portion of the Premises to be sublet (in the case of a sublease), (ii) current financial information with respect to the Transferee, including its most recent financial statement, (iii) with respect to an assignment of this Amended Lease or sublet of all or a portion of the Premises, a bona-fide term sheet, lease assignment or sublease, in either case describing all of the material terms and Restated Lease, conditions of the date Tenant desires the proposed assignment to be effectiveor sublease, and (biv) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet sublet, and the commencement date of such sublease. If Tenant has vacated all a bona-fide term sheet or substantially sublease describing all of the Premises or is in the process material terms and conditions of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Leasesublease (collectively, or a sublease of the entire Premises“Transferee Notice”). Except as provided below,, such notice a Transferee Notice shall be deemed an irrevocable offer from Tenant to Landlord, whereby Landlord, in its sole discretion may either, by written notice to Tenant (a “Landlord of Recapture Notice”): (x) sublease, or landlord’s designee may sublease such space (the right, at Landlord’s option, to terminate this Amended “Leaseback Space”) from Tenant upon the terms and Restated Lease with respect to conditions set forth in the entire Premises. If Transferee Notice (if the proposed transaction is a sublease of all or part of the Premises), provided that, for the avoidance of doubt, such sublease shall be subject to the terms and conditions of Section 13.7 below, (y) terminate this Lease if the proposed transaction is an assignment or a portion sublease (whether by one sublease or a series of related or unrelated subleases) of all or substantially all of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to or (z) terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to the Leaseback Space (if the proposed transaction is a sublease (of part of the “Partial Space”Premises), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Lease, (a) Lease in the case where Tenant shall have the right within 7 days to revoke the request desires either to assign this Lease or sublet (whether by one sublease thereby extinguishing Landlord’s right to terminate or a series of related or unrelated subleases) all or substantially all of the Premises, then, this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect on the date that such assignment or sublet was to all be effective or a portion of the Premisescommence, as the case may be, on and the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of and apportioned to such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to any third party including, without limitation, Tenant’s prospective assignee or subtenant or subtenant. If Landlord exercises its option to terminate this Lease in part in any case where Tenant desires to sublet a portion of the Premises, then, (a) this Lease shall end and expire with respect to such portion of the Premises on the date that the proposed sublease was to commence; and (b) from and after such date the Rent shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises; and (c) Tenant shall pay to Landlord, upon demand, the costs actually incurred by Landlord in physically separating such portion of the Premises from the balance of the Premises and in complying with any laws and requirements of any public authorities relating to such separation. Said options may be exercised by Landlord by notice to Tenant at any time within twenty-five (25) days after such notice has been given by Tenant to Landlord; and during such twenty-five (25) day period Tenant shall not assign this Lease nor sublet such space to any person (other partythan as permitted herein without Landlord’s consent). Notwithstanding anything to the contrary contained herein, in the event Landlord sends a Landlord Recapture Notice to Tenant in order to exercise a right of recapture under this Section 13.2 in respect only of a sublease which is 7,500 rentable square feet or less, then, for a period of five (5) Business Days (time being of the essence) after Tenant’s receipt of the Landlord Recapture Notice, Tenant shall have the right to withdraw the Transferee Notice related to such sublease sent to Landlord by delivery to Landlord of a notice withdrawing such Transferee Notice within said five (5) Business Day period. In a case of such timely withdrawal by Tenant, the Transferee Notice and Landlord’s Recapture Notice shall both be deemed null and void and Tenant shall not be permitted to sublease the space in question unless and until Tenant again complies with all the provisions of this Article 13. If Landlord fails to timely deliver a Landlord Recapture Notice, then Landlord shall pay be deemed to have waived its right of recapture under this Section 13.2 with respect thereto, and provided the proposed assignment or sublease complies with the conditions set forth in Section 13.4 below, Landlord’s consent to the proposed assignment or subletting shall not be unreasonably withheld, conditioned or delayed in accordance with said Section 13.4. It is understood and agreed that Landlord shall have no right under this Section 13.2 through Section 13.3 to terminate the Lease or sublet the space by a Landlord Recapture Notice if the space Tenant proposes to sublease is for term that is less than substantially all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsremainder of the Term.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements Premises. Except with respect to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or sublease to a sublease of the entire PremisesRelated Entity (as defined in Section 6.6), such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a sublease which is scheduled to expire prior to the date which is one (1) year prior to the Expiration Date, which sublease (together with all other subleases, if any) would result in 50% or more of the rentable square footage of the Premises being sublet (excluding subleases to Related Entities and/or Affiliates of Tenant), to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 thirty (30) days after delivery of Tenant’s notice. If Landlord exercises its option to terminate all or such portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a such portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, the Landlord and Tenant shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to any person, including, without limitation, to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorssubtenant.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such subleasesublet. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s 's option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “"Partial Space”"), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of two (2) full floors or more of the Premises, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s 's notice. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s 's request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s 's prospective assignee or subtenant or to any other partysubtenant. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsunit.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)and Landlord’s consent thereto is required under this Lease, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such sublease. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an a twenty (20) day offer (which may be revoked by Tenant by delivering written notice to Landlord of such revocation (“Tenant’s Revocation Right”) at any time for a period of up to five (5) Business Days after Xxxxxxxx’s acceptance of the recapture offer, if applicable) from Tenant to Landlord of the right, at Landlord’s option, (1) if the proposed transaction is an assignment of this Lease to a non-Related Entity, to terminate this Amended and Restated Lease with respect to the entire Premises. If , or (2) if the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of twenty-five percent (25%) or more than 1/3rd of the rentable square footage of the Premises, Premises (inclusive of any then subleased space at the Premises and any proposed sublease space) to a non-Related Entity or the term of such sublease is to a non-Related Entity (including any extension options provided for a term substantially equal to under the then remaining sublease) would expire during the last twelve (12) months of the Term of this Amended and Restated Lease (without regard to any then unexercised extension options under this Lease), such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such the space as that Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth. Such option may be exercised by notice from Landlord to Tenant within 20 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.proposes

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to LandlordLandlord (“Tenant’s Proposed Assignment or Sublet Notice”), which shall be accompanied by (ai) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (bii) with respect to a sublet of all or a part of the Premises, (A) the material business terms on which Tenant would sublet such premises, and (B) a description of the portion of the Premises to be sublet and the commencement date of such subleasesublet. If Tenant has vacated all Such Tenant’s Proposed Assignment or substantially all of the Premises or is Sublet Notice shall (except as otherwise expressly provided in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such notice shall Article 16) be deemed an offer from Tenant to Landlord of whereby Landlord (or Landlord’s designee) shall be granted the right, at Landlord’s option, option (1) to terminate this Amended and Restated Lease with respect to such space as Tenant proposes to sublease, upon the entire Premises. If terms and conditions hereinafter set forth, or (2) if the proposed transaction is a sublease an assignment of a portion of the Premises, which, together with all other presently existing subleases, comprises this Lease or a subletting of 50% or more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forthentire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 thirty (30) days after delivery Landlord’s receipt of Tenant’s noticeProposed Assignment or Sublet Notice. If The foregoing notwithstanding, in the event of a proposed subletting Landlord exercises its option shall not have such right of termination if such subletting (when aggregated with the portions of the Premises then subject to terminate this Amended and Restated Lease, (aother sublettings) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, is (i) this Amended and Restated Lease shall end and expire with respect to all or a portion for less than fifty percent (50%) of the Premises, as rentable square footage of the case may be, on Premises and (ii) for a term which expires not later than the date that such assignment or sublease was two (2) years prior to commence, provided that such date is in no event earlier than 90 days after the expiration date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment Term of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsLease.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof submit a statement to Landlord, which shall be accompanied by Landlord (an “A/S Statement”) containing the following information: (a) the name and address of the proposed subtenant or assignee, (b) with respect to an assignment of this Amended and Restated Lease, a term sheet executed by Tenant and the terms and conditions of the proposed assignment, including, without limitation, the consideration payable for such assignment, any additional consideration payable for leasehold improvements or Tenant’s Property and the cost of any work to prepare the Premises for occupancy by such assignee and the date Tenant desires the assignment to be effective, and (bc) with respect to a sublet of all or a part of the Premises, a term sheet executed by Tenant and the subtenant containing a description of the portion of the Premises to be sublet sublet, and the commencement date of such sublease. If Tenant has vacated all or substantially all terms and conditions of the Premises or is in proposed subletting, including, without limitation, the process of making arrangements to do so consideration per rentable square foot payable for such subletting (with no intention of returning to the Premises during the Term“Sublease Rent”), any additional consideration payable for leasehold improvements and if Tenant’s Property and the proposed transaction is either an assignment cost of this Amended any work to prepare the sublet space for occupancy by such subtenant and Restated Lease, or a sublease of the entire Premises, such date Tenant desires the subletting to be effective. Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of 50% or more of the rentable square footage of the Premises, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s noticeA/S Statement along with the applicable documentation and information stated above. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier less than 90 days after the date of the above notice unless Landlord agrees to such an earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other partysubtenant. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a1) the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (2) current financial information with respect to the proposed assignee or subtenant, including its most recent financial statements (unless such entity is a newly formed entity without financials and in such case other financial information with respect to such proposed assignor or subtenant as Landlord may reasonably request, (3) any other information Landlord may reasonably request, (4) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and any consideration passing between Tenant and the proposed assignee, and (b5) with respect to a sublet of all or a part of the Premises, (A) the material business terms on which Tenant would sublet such premises, and (B) a description of the portion of the Premises to be sublet and the commencement date of such subleasesublet. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an offer from Tenant to Landlord of the right, at whereby Landlord (or Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice designee) shall be deemed an offer from Tenant to Landlord of granted the right, at Landlord’s option (i) to terminate this Amended and Restated Lease with respect to such space space, and for such portion of the term as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased spacesublease, upon the terms and conditions hereinafter set forth, or (ii) if the proposed transaction is an assignment of this Lease or a subletting of one or more full floors of the Premises, or a subletting of any portion of the Premises for a term expiring later than three (3) years prior to the Expiration Date, to terminate this Lease with respect to the entire Premises, or with respect to such full floor or floors, or with respect to such portion of the Premises proposed to be sublet for a term expiring later than three (3) years prior to the Expiration Date, as the case may be. Such option may be exercised by notice from Landlord to Tenant within 20 thirty (30) days after delivery Landlord’s receipt of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated Leasenotice described above, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to including all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsitems described above.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease --------------- or sublet all or any portion of the Premises (sometimes referred to herein as in a “Transfer”)transaction for which Landlord's consent is required hereunder, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, (i) the material business terms on which Tenant would sublet such premises, and (ii) a description of the portion of the Premises to be sublet and the commencement date of such subleasesublet. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an offer from Tenant to Landlord of whereby Landlord (or Landlord's designee) shall be granted the right, at Landlord’s 's option, (1) with respect to a sublease for a term expiring no earlier than six (6) months prior to the Expiration Date, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “"Partial Space”"), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease, to terminate this Lease. Such option may be exercised by notice from Landlord to Tenant within 20 days ten (10) Business Days after delivery Landlord's receipt of Tenant’s 's notice. If ; provided, however, that Landlord exercises its shall have no such option to terminate this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion any such proposed subletting unless on the date of such proposed transaction Tenant is occupying less than fifty percent (50%) of the rentable area of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”), Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and sublet, the commencement date of such sublease. If sublease and the rent per rentable square foot Tenant has vacated all or substantially all will ask for such portion of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Tenant’s Asking Rate”), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such . Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of 75% or more of the rentable square footage of the Premises, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s notice. If Landlord exercises its option to terminate this Amended and Restated LeaseLease with respect to all or a portion of the Premises, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 60 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred to herein as a “Transfer”)Premises, Tenant shall give notice thereof submit a statement to Landlord, which shall be accompanied by Landlord (an “A/S Statement”) containing the following information: (a) the name and address of the proposed subtenant or assignee, (b) with respect to an assignment of this Amended and Restated Lease, the terms and conditions of the proposed assignment, including, without limitation, the consideration payable for such assignment, any additional consideration payable for leasehold improvements or Tenant’s Property and the cost of any work to prepare the Premises for occupancy by such assignee and the date Tenant desires the assignment to be effective, and (bc) with respect to a sublet of all or a part of the Premises, a term sheet executed by Tenant and the proposed subtenant containing a description of the portion of the Premises to be sublet sublet, and the commencement date of such sublease. If Tenant has vacated all or substantially all terms and conditions of the Premises or is in proposed subletting, including, without limitation, the process of making arrangements to do so consideration per rentable square foot payable for such subletting (with no intention of returning to the Premises during the Term“Sublease Rent”), any additional consideration payable for leasehold improvements and if Tenant’s Property and the proposed transaction is either an assignment cost of this Amended any work to prepare the sublet space for occupancy by such subtenant and Restated Lease, or a sublease of the entire Premises, such date Tenant desires the subletting to be effective. Such notice shall be deemed an irrevocable offer from Tenant to Landlord of the right, at Landlord’s option, (1) to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “Partial Space”), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease or a subletting of 50% or more of the rentable square footage of the Premises, to terminate this Lease with respect to the entire Premises. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s noticeA/S Statement. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier less than 90 days after the date of the above notice unless Landlord agrees to such an earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ivd) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant or to any other partysubtenant. Landlord Tenant shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridors.. Section 13.3 (a) Landlord’s Leaseback. If Landlord receives a notice from Tenant as described in Section 13.2 with respect to a sublease for less than the remainder of the Term, Landlord or its designee may, at its option, in lieu of exercising the option described in Section 13.2 but subject to the same 30-day period, sublease from Tenant the space described in Tenant’s notice (such space being hereafter referred to as the “Leaseback Space”). If Landlord exercises its option to sublet the Leaseback Space, such sublease shall be at a rental rate equal to the product of the lesser of (x) the rent per rentable square foot then payable pursuant to this Lease, and (y) the Sublease Rent, multiplied by the rentable square foot area of the Leaseback Space; shall be for the same term as that of the proposed sublease; and shall: (i) be expressly subject to all of the covenants, terms and conditions of this Lease except such as are irrelevant or inapplicable, and except as expressly set forth in this Article 13 to the contrary; (ii) give the subtenant the unqualified and unrestricted right, without Tenant’s consent, to assign such sublease or any interest therein and/or to sublet all or any portion of the space covered by such sublease and to make alterations and improvements in the space covered by such sublease;

Tenant’s Notice. If If, at any time during the Term, Tenant desires to transfer, assign this Amended and Restated Lease or sublet all or any portion part of the Demised Premises (sometimes referred and Landlord’s consent is required therefor, in connection with Tenant’s request to herein as a “Transfer”)Landlord for Landlord’s consent thereto, Tenant shall give notice thereof to LandlordLandlord in writing (“Tenant’s Request Notice”) of the identity of the proposed assignee or subtenant, which shall be accompanied by (a) with respect to an assignment of this Amended if any, and Restated Leaseits business, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part terms of the Premisesproposed assignment or subletting, a description of the portion of the Premises to be sublet and if any, the commencement date of such sublease. If Tenant has vacated all the proposed assignment or substantially all of subletting, if any (the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term“Proposed Sublease Commencement Date”), and if the area proposed transaction is either an assignment of this Amended and Restated Lease, to be assigned or a sublease of the entire Premises, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease sublet (the “Partial Proposed Sublet Space”), but or, if available at such time, a copy of the proposed sublease or assignment agreement. Tenant shall also transmit therewith the most recent financial statement or other evidence of financial responsibility of such assignee or subtenant and a certification executed by Tenant stating whether or not any premium or other previously subleased space, upon consideration is being paid for the terms proposed assignment or sublease. Nothing stated herein shall require Tenant to have a specific subtenant or assignee at the time Tenant gives Tenant’s Request Notice. Landlord agrees to approve or disapprove any proposed sublease or assignment within fifteen (15) days after Landlord’s receipt of Tenant’s request therefor and conditions hereinafter set forthall other documentation required to be delivered to Landlord in connection therewith. Such option may be exercised by notice from If Landlord fails to respond to Tenant within 20 such fifteen (15) day period and Landlord also fails to respond to Tenant within five (5) days after delivery Landlord’s receipt of Tenanta second written request for Landlord’s notice. If Landlord exercises its option to terminate this Amended and Restated Leaseapproval, (a) Tenant shall have the right within 7 days to revoke which second request states in bold capital letters that the request will be deemed approved in accordance with Section 25 of the Lease if Landlord fails to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or respond in five (b5) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (ii) Rent shall be apportioned, paid or refunded as of such date, (iii) Tenant, upon Landlord’s request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (iv) then Landlord shall be free deemed to lease the Premises (have approved such sublease or any part thereof) to Tenant’s prospective assignee or subtenant or to any other party. Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsassignment.

Tenant’s Notice. If Tenant desires to assign this Amended and Restated Lease or sublet all or any portion of the Premises (sometimes referred other than to herein as a “Transfer”)Permitted Transferee in a transaction for which Landlord's consent is required hereunder, Tenant shall give notice thereof to Landlord, which shall be accompanied by (a) with respect to an assignment of this Amended and Restated Lease, the date Tenant desires the assignment to be effective, and (b) with respect to a sublet of all or a part of the Premises, a description of the portion of the Premises to be sublet and the commencement date of such subleasesublet. If Tenant has vacated all or substantially all of the Premises or is in the process of making arrangements to do so (with no intention of returning to the Premises during the Term), and if the proposed transaction is either an assignment of this Amended and Restated Lease, or a sublease of the entire Premises, such Such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s 's option, (1) with respect to a sublease for a term expiring no earlier than 6 months prior to the Expiration Date, to terminate this Amended and Restated Lease with respect to the entire Premises. If the proposed transaction is a sublease of a portion of the Premises, which, together with all other presently existing subleases, comprises a subletting of more than 1/3rd of the rentable square footage of the Premises, and such sublease is for a term substantially equal to the then remaining Term of this Amended and Restated Lease, such notice shall be deemed an offer from Tenant to Landlord of the right, at Landlord’s option to terminate this Amended and Restated Lease with respect to such space as Tenant then proposes to sublease (the “"Partial Space”"), but not any other previously subleased space, upon the terms and conditions hereinafter set forth, or (2) if the proposed transaction is an assignment of this Lease, to terminate this Lease. Such option may be exercised by notice from Landlord to Tenant within 20 30 days after delivery of Tenant’s 's notice. If Landlord exercises its option to terminate all or a portion of this Amended and Restated Lease, (a) Tenant shall have the right within 7 days to revoke the request to assign or sublease thereby extinguishing Landlord’s right to terminate this Amended and Restated Lease, or (b) if the Tenant does not give such notice within 7 days, (i) this Amended and Restated Lease shall end and expire with respect to all or a portion of the Premises, as the case may be, on the date that such assignment or sublease was to commence, provided that such date is in no event earlier than 90 days after the date of the above notice unless Landlord agrees to such earlier date, (iib) Rent shall be apportioned, paid or refunded as of such date, (iiic) the amount of the Security Deposit shall be reduced to an amount equal to the product of (x) the amount of the Security Deposit and (y) a ratio, the numerator of which is the number of rentable square feet in the remaining portion of the Premises and the denominator of which is the number of rentable square feet in the Premises immediately prior to Landlord's exercise of such option, (d) Tenant, upon Landlord’s 's request, shall enter into an amendment of this Amended and Restated Lease ratifying and confirming such total or partial termination, and setting forth any appropriate modifications to the terms and provisions hereof, and (ive) Landlord shall be free to lease the Premises (or any part thereof) to Tenant’s 's prospective assignee or subtenant or to any other partysubtenant. If Landlord exercises such option, Landlord shall pay all costs to make the Partial Space a self-contained rental unit and to install any required Building corridorsunit.