Common use of Tenant’s Option to Terminate Clause in Contracts

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 of the First Amendment, as amended in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant shall exercise the Termination Option, Tenant shall have a one (1) time option to terminate (the “Termination Option”) the Lease as of 11:59 p.m. on November 30, 2020 (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”). Tenant shall exercise its Termination Option by (i) delivering to Landlord written notice (the “Termination Notice”) of such election to terminate the Lease on or before March 1, 2020, and (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery of the Termination Notice. If Tenant properly and timely delivers the Termination Notice and makes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, and (b) the cost of the Relocation Improvements paid by Landlord (collectively, the “Leasing Costs”). For purposes of this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at an interest rate of eight percent (8%) per annum, to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s written request (provided such request may be made no earlier than the Relocation Date), shall provide Tenant with its calculation of the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination Option, and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month prior to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereof.

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 Provided the Tenant is Wescom Solutions Inc. and the Tenant has not assigned this Lease and further provided the Tenant is not, at the time of issuance of the First AmendmentTermination Notice (as hereinafter defined) in receipt of a written notice of default from the Landlord in accordance with the provisions of this Lease which remains uncured and the time period, as amended if any, expressly provided for in Section 8 this Lease for curing same has expired and, further, provided the Tenant has delivered written notice to the Landlord on or before the expiry of the Second Amendment, is hereby deleted sixth (6th) year of the initial Term hereof (“Termination Notice”) and delivers contemporaneously with such Termination Notice a certified cheque in its entirety an amount equal to the then unamortized portion of the Leasehold Improvement Allowance and the following option to terminate shall apply to Additional Allowance, if any, the New Premises: Provided that Tenant is not First Rent Free Period and the Second Rent Free Period provided for in default under this Lease and any real estate commissions (selling and listing fees) payable by the Lease beyond any Landlord in connection with this Lease, plus applicable noticeSales Taxes, grace or cure period on then and only then the date Tenant shall exercise the Termination Option, Tenant shall have a one (1) time only option to terminate advance the expiry date of this Lease to be the last day of the seventh (7th) year of the initial Term hereof (“Termination Option”) the Lease as of 11:59 p.m. on November 30, 2020 (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”). Tenant shall exercise its Termination Option by (i) delivering to Landlord written notice (Notwithstanding the “Termination Notice”) of such election to terminate the Lease on or before March 1, 2020, and (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery of the Termination Notice. If Notice and consideration, the Tenant properly shall be responsible for performance of all of the terms, covenants and timely delivers conditions contained on its part to be performed under the terms of this Lease, including the payment of all Base Rental and Additional Rent with respect to the whole of the Leased Premises, up to and including the Termination Notice Date. Should the Tenant fail to exercise its notice within the time and makes in the Termination Paymentmanner described herein, then the Tenant’s option to terminate this Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 null and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, and (b) the cost of the Relocation Improvements paid by Landlord (collectively, the “Leasing Costs”). For purposes of this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at an interest rate of eight percent (8%) per annum, to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s written request (provided such request may be made no earlier than the Relocation Date), shall provide Tenant with its calculation of the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination Option, and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month prior to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereof.

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 of the First Amendment, as amended in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant shall exercise the Termination Option, Tenant shall have a the right to terminate this Lease effective as of the last day of the seventy-second (72nd) consecutive full calendar month after the Rent Commencement Date (being the last day of the sixth (6th) Lease Year) (the effective date of such termination is herein referred to as the “End Date”), by delivery of written notice of termination to Landlord at least one (1) year prior to the End Date, time being of the essence. Tenant’s notice exercising such termination option to terminate (shall be irrevocable and shall be accompanied by Tenant’s good check for the “Termination Option”) Fee” (as defined below). In calculating the Lease as of 11:59 p.m. on November 30Termination Fee, 2020 (the date when the Lease is terminated pursuant to this Section being referred to herein as it will be assumed that the “Early Termination Lease Costs” (as defined below) were financed at a fixed interest rate of ten percent (10%) per annum with a ten (10) year self-amortizing loan paid in 120 equal monthly installments, commencing on first day of the ninth (9th) full calendar month after the Rent Commencement Date”). Tenant shall exercise its Termination Option by (i) delivering to Landlord written notice (, and the “Termination Notice”) of such election to terminate Fee” will be the Lease on or before March 1, 2020, and (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery of the Termination Notice. If Tenant properly and timely delivers the Termination Notice and makes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” sum of (a) the brokerage principal balance that would remain outstanding under that loan following payment of the sixty-fourth (64th) monthly installment plus (b) the product derived by multiplying three (3) times the monthly installment of Minimum Rent owing for the month in which the End Date occurs. The term “Lease Costs” means the sum of the following: (i) the Construction Allowance, (ii) the Abated Rent (defined in Section 4.1 hereof), (iii) all leasing commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this AmendmentLease, and (biv) the cost of the Relocation Improvements Landlord’s reasonable legal costs incurred and paid by Landlord (collectively, the “Leasing Costs”). For purposes of in negotiating and preparing this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at an interest rate of eight percent (8%) per annum, to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s written request (provided such request may be made no earlier than the Relocation Date), shall provide Tenant with its calculation of the amount of the Termination PaymentLease. Notwithstanding anything to the contrary herein set forth hereinforth, in no event at Landlord’s option Tenant’s termination of this Lease pursuant to this Section 3.7 shall be ineffective if an Event of Default exists either at the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence time of Tenant’s exercise of its termination option or at the Termination OptionEnd Date. Failure of Tenant hereby acknowledges to timely exercise the option herein granted (“exercise” meaning both the giving of the requisite notice and agrees that Tenant shall not be entitled to any rebate or return of any portion the payment of the Termination Payment as a consequence Fee) shall constitute Tenant’s irrevocable waiver of such option. Tenant may deliver written notice to Landlord at any time after the end of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event sixth (i6th) Tenant exercises the Termination Option, and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month prior after the Rent Commencement Date requesting Landlord’s computation of the Termination Fee, and Landlord shall deliver such computation to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereofwithin sixty (60) days after receipt of Tenant’s request.

Tenant’s Option to Terminate. The Termination Option set forth Tenant may elect to terminate this Lease as a result of any Casualty Damage if the Casualty Damage is not the result, in Section 10 whole or in part, from the negligence or willful misconduct of Tenant or any Tenant Party, and (a) the Casualty Damage would otherwise result in Tenant being unable to utilize and conduct business in a substantial portion of the First AmendmentPremises without material interference while Landlord performs Landlord’s Restoration Work for a period in excess of one hundred eighty (180) days (calculated without overtime labor) from the date of the Casualty, as amended indicated in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace Repair Period Notice; or cure period on the date Tenant shall exercise the Termination Option, Tenant shall have a one (1) time option to terminate (the “Termination Option”b) the Lease as Casualty occurs within the twelve (12) month period preceding the Expiration Date and would result in Tenant being unable to gain access to or conduct business in the Premises without material interference for a period of 11:59 p.m. on November 30, 2020 at least sixty (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”)60) consecutive days. Tenant shall exercise its Termination Option by provide Landlord with Notice of any such election by Tenant to terminate the Lease (i) delivering to Landlord written notice (the “Tenant’s Termination Notice”) of such election to terminate the Lease on or before March 1, 2020, and (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery of the Termination Notice. If Tenant properly and timely delivers the Termination Notice and makes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, and (b) the cost of the Relocation Improvements paid by Landlord (collectively, the “Leasing Costs”). For purposes of this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at an interest rate of eight percent (8%) per annum, to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after following Tenant’s written request receipt of the Repair Period Notice. If Tenant does not provide Landlord with Tenant’s Termination Notice within such ten (provided such request may 10) day period, Tenant shall be made deemed to have elected not to terminate this Lease. Notwithstanding the foregoing, however, (i) Tenant’s Termination Notice shall be void and of no earlier than effect if either (i) within twenty (20) days after receiving Tenant’s Termination Notice, or (ii) at the Relocation Date)time Landlord provides Tenant with Landlord’s Repair Period Notice, shall Landlord states that it intends to complete Landlord’s Restoration Work within three hundred sixty-five (365) days from the date of the Casualty and agrees to provide Tenant with its calculation of temporary space in the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered Project or such other office buildings owned by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination Option, and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth its affiliates in the Lease San Francisco financial district that is currently available (subject to cosmetic paint, carpet and all other amounts due under installation work that would not delay the Lease applicable ability of Landlord to deliver such temporary space to Tenant beyond ten (10) days) and of substantially similar in size to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month an aggregate rent not greater than that paid by Tenant under this Lease prior to the Early Termination DateCasualty Event, until for the period that Landlord proceeds with Landlord’s Restoration Work. Landlord shall pay for Tenant’s direct, out-of-pocket costs of relocating to the temporary space. In the event Landlord timely agrees to provide Tenant with such time temporary space, this Lease shall, not terminate as a consequence of said Casualty, and Tenant vacates and surrenders shall relocate to such temporary space up request of Landlord; provided, however, if Landlord’s Restoration Work is not substantially completed so as to enable Tenant to reoccupy the Premises for the conduct of its business (without material impairment) on or before said three hundred sixty-five (365) day period, then Tenant shall have the right to terminate this Lease on thirty (30) days’ prior Notice to Landlord at any time after said three hundred sixty-five (365) day period, which termination shall be effective unless prior to the expiration of said thirty (30) day period Landlord delivers possession of the Premises in accordance with the terms hereofcondition required in this Section 16.4.

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 of the First Amendment, as amended in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant shall exercise the Termination Option, Tenant shall have a one (1) time the option to terminate (the “Termination OptionRight”) this Lease with respect to the Lease entire Premises or less than all of the Premises as provided in Section 30.4 (d), below, (with that portion of 11:59 p.m. on November 30, 2020 (the date when the Lease is Premises being terminated pursuant to this Section 30.4 being referred to herein as “Termination Space”) as of the tenth (10th) anniversary of the Rent Commencement Date (the “Early Termination Date”). Tenant shall exercise its Termination Option by) on the basis of the following terms and conditions: (ia) delivering The Termination Right shall be exercisable by delivery by Tenant to Landlord of written notice (the “Termination Notice”) of such election to terminate the Lease on or before March 1the date that is the ninth (9th) anniversary of the Rent Commencement Date, 2020, and (ii) paying which notice shall state that Tenant is terminating this Lease as to Landlord the Termination Payment Space as of the Termination Date. If the Termination Space is to be less than all of the Premises, in the Termination Notice, Tenant shall designate the Termination Space. (hereinafter definedb) simultaneously Tenant shall pay to Landlord, concurrently with delivery of the Termination Notice, an amount (the “Termination Fee”) equal to the Attributed Unamortized Costs (as defined below), plus one month’s Rent (based on the last month’s Rent) for the applicable space terminated. If Tenant properly and timely delivers The Attributed Unamortized Costs shall be determined separately for the portion of the Termination Notice and makes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 Space that was leased as part of the Initial LeasePremises hereunder and separately for the portion of any Additional Space or other space leased subsequent to the Initial Premises. If Landlord fails to receive The Attributable Unamortized Costs for the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder Initial Premises shall be effective, if a default under determined based on the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as unamortized portion of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, (including both the commissions paid to the Tenant’s broker and to the Landlord’s broker). The Attributable Unamortized Costs for any space other than the Initial Premises shall be determined based on the (bi) the cost unamortized portion of the Relocation Improvements brokerage commissions paid by Landlord (collectivelyincluding both the commissions paid to the Tenant’s broker and to the Landlord’s broker); and (ii) any tenant improvement costs, tenant improvement allowance, free rent and other cash tenant inducements granted by Landlord in connection with making the lease of such additional space. In any case, the “Leasing Costs”total of such costs under (i) and, if applicable (ii). For purposes of this Section, above, shall be shall be amortized under the “worth straight line” amortization method over a period commencing with the applicable commencement date of the applicable (i.e. terminated) portion of the Premises and ending on the date which the Lease for such space would have expired if this termination right had not been exercised. In the case where the applicable Termination Fee shall include amounts based on terminated space which was not part of the Initial Premises, (i) at the time request of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30Tenant, 2022, at an interest rate of eight percent (8%) per annum, Landlord shall consult with Tenant to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s written request (provided such request may be made no earlier than the Relocation Date), shall provide Tenant with its calculation of clarify the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination OptionFee, and (ii) any payment by Tenant fails of a Termination Fee which involves calculations with respect to vacate and surrender terminated space which was not part of the Initial Premises which is not insubstantially at variance with the actual Termination Fee payable shall not render any attempted exercise of the Termination Right invalid so long as when the actual Termination Fee amount is finally calculated, Tenant promptly pays any deficiency in its Termination Fee payment. (c) As a condition of exercise of the Termination Right there shall be no outstanding uncured Material Event of Default on the date of the Termination Notice delivered by Tenant. (d) The Termination Space may, at Tenant’s option, be designated as (i) the entire Premises, (ii) Suite 3700 only, (iii) any full floor, or full floors, of the Premises; provided with respect to Landlord any block of contiguous full floors constituting the Premises, Tenant may terminate only the highest or the lowest floor or floors so that any remaining full floors are contiguous or (iv) with respect to any partial floor, all the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month prior to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereoffloor.

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 Article 32 of the First AmendmentLease, as amended in Section 8 of by the Second AmendmentAmendment to Lease, is hereby deleted in its entirety effective immediately and replaced with the following following: "Tenant shall have the option to terminate shall apply this Lease, effective any time after February 14, 2009 ("Option to Terminate"). Tenant may exercise its Option to Terminate only by serving notice, by fax, e-mail or otherwise in accordance with the notice provisions of the Lease, upon Landlord not less than six (6) months prior to the New Premises: Provided effective date of the termination ("Early Termination Date"). If notice is by fax or e-mail and Landlord challenges the notice on the basis that Tenant is it has not in default under received the Lease beyond any applicable notice, grace the notice shall not be effective unless Tenant provides Landlord a written confirmation establishing that the notice was faxed to Landlord's correct fax number or cure e-mailed to Landlord's correct e-mail address. Tenant shall pay Landlord, in addition to all other amounts due Landlord through the Early Termination Date pursuant to this Lease, a cancellation payment ("Cancellation Payment"). The Cancellation Payment shall be comprised of (a) the lesser of (i) an amount equal to the Base Rent and Additional Rent payments that otherwise would be due for the period commencing on the Early Termination Date and ending on the expiration date of the Term of the Lease, or (ii) an amount equal to the Base Rent and Additional Rent payments that otherwise would be due for the three (3) months immediately following the Early Termination Date and (b), to compensate Landlord for the real estate brokerage commissions incurred and paid by Landlord with respect to this Second Amendment to Lease, an amount equal to the product of $831.90 multiplied times the number of months commencing with the Early Termination Date and ending with expiration date of the Term of the Lease. Tenant shall exercise pay Landlord the applicable Cancellation Payment at the time it serves the written notice that it is exercising this option to terminate. Upon the Early Termination OptionDate, Tenant shall have a one (1) time option to terminate (return the “Termination Option”) the Lease as of 11:59 p.m. on November 30, 2020 (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”). Tenant shall exercise its Termination Option by (i) delivering Premises to Landlord written notice (in accordance with the “Termination Notice”) requirements of such election to terminate the Lease on or before March 1, 2020Lease, and (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery Term of the Termination Notice. If Tenant properly and timely delivers the Termination Notice and makes the Termination Payment, then the this Lease shall be deemed to have expired by lapse of time. It is expressly agreed that (1) time on is of the Early Termination Date. Tenant shall return essence of the Premises foregoing option and payment, and the timely serving of notice of election to terminate and the timely payment of the Cancellation Payment to Landlord on shall be a condition precedent to the Early Termination Date in accordance with the terms effectiveness of the Original Tenant's early termination of this Lease, including, but not limited to, Sections 5.2 ; and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall(2), at Landlord’s sole option's election, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise Tenant's failure to pay the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, and (b) the cost of the Relocation Improvements paid by Landlord (collectively, the “Leasing Costs”). For purposes of this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at an interest rate of eight percent (8%) per annum, to determine the portion allocated to the period after the Early Termination Date. Landlord, Cancellation Payment within ten (10) days after of written notice from Landlord shall operate to abrogate Tenant’s written request (provided such request may be made no earlier than the Relocation Date), 's early termination of this Lease and shall provide Tenant with its calculation of the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination Option, and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the reinstate this Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) terms and conditions therein as of the rate in effect for the last full calendar month prior to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereof."

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 of the First Amendment, as amended in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant shall exercise the Termination Option, Tenant shall have a one (1) time option to terminate (the “Termination Option”) the Lease as of 11:59 p.m. on November 30, 2020 (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”). Tenant shall exercise its Termination Option by (i) delivering to Landlord written notice (the “Termination Notice”) of such election to terminate the Lease on or before March 1, 2020, and (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery of the Termination Notice. If Tenant properly and timely delivers the Termination Notice and makes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shallthis Lease in advance of the Expiration Date upon the last day of the third (3rd) year of the Lease Term ("Termination Date"), which right shall be exercisable by Tenant's giving written notice thereof to Landlord ("Termination Notice") at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise least 120 days prior to the Termination OptionDate; provided, however that Tenant shall not have the right to terminate provided in this Section if an Event of Default has occurred and no termination hereunder shall be effective, if a default under is continuing either at the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which time the Termination Notice is given. Upon Tenant delivering received or as of the Termination NoticeDate; and provided further, any that the terms and all rights conditions of this Section 46 are satisfied. On or before the Termination Date, Tenant shall vacate and surrender the Leased Premises to extend Landlord in the Term condition the Leased Premises are required to be returned at the expiration of the Lease Term. Tenant agrees to pay all Rent, whether pursuant to a renewal option Annual Fixed Rent or otherwiseAdditional Rent, which becomes payable or to expand accrues during the period of time from the date Tenant's Termination Notice is received by Landlord until the Termination Date, regardless of whether Tenant vacates the Leased Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party prior to the other which accrue under the Lease Termination Date. In addition, Tenant shall pay to Landlord, on or before the Early Termination Date shall survive such termination. As used hereinDate, “Termination Payment” shall mean an amount equal to $144,535 ("Termination Fee"). In the “worth at event Tenant shall have previously leased the time First Refusal Space pursuant to Section 45, Tenant's Termination Notice also shall cause the Lease to terminate with respect the First Refusal Space and the Termination Fee payable by Tenant shall be increased by the sum of the termination” unamortized portion, as of the applicable Termination Date, of (a) the brokerage commissions paid all costs and expenses incurred by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendmentconstructing improvements to the First Refusal Space (if any), and (b) the cost of the Relocation Improvements all brokers' and co-brokers' commissions paid or payable by Landlord (collectivelywith respect to leasing the First Refusal Space to Tenant, which amounts Landlord will amortize on a straight line basis over the “Leasing Costs”). For purposes of this Section, the “worth remaining Lease Term at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at an interest rate of eight 10 percent (810%) per annum, to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s written request (provided such request may be made no earlier than the Relocation Date), shall provide Tenant with its calculation of the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination Option, and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month prior to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereof.

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 of the First Amendment, as amended in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant shall exercise the Termination Option, Tenant shall have a one (1) time option to terminate (the “Termination Option”) the Lease as of 11:59 p.m. on November 30, 2020 either (a) the last day of the seventy-second (72nd) full month following the Relocation Date or (b) the last day of the ninety-second (92nd) full month following the Relocation Date (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”). Tenant shall exercise its Termination Option by by (i) delivering to Landlord written notice (the “Termination Notice”) of such election to terminate the Lease lease on or before March 1, 2020, the date that is twelve (12) months prior to the Early Termination Date and (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery within thirty (30) days following the date of the Termination Notice. If Tenant properly and timely delivers the Termination Notice and makes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Noticeas required herein, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Upon Landlord and Tenant delivering the Termination Notice, any and shall be relieved of all rights of Tenant to extend the Term of obligations accruing under the Lease whether pursuant to a renewal option or otherwiseafter the Early Termination Date, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All but all obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, and (b) the cost of the Relocation Improvements paid by Landlord (collectively, the “Leasing Costs”). For purposes of this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at an interest rate of eight percent (8%) per annum, to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s written request (provided such request may be made no earlier than the Relocation Date), shall provide Tenant with its calculation of the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination Option, and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month prior to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereof.

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 of the First Amendment, as amended in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant shall exercise the Termination Option, 40.01. Tenant shall have a one (1) time single option to terminate this Lease, on a one-time only basis, which termination shall be effective on the last day of the seventh (7th) year after the Rent Commencement Date (the “Termination Option”) the Lease as of 11:59 p.m. on November 30, 2020 (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Cancellation Date”). , subject to all of the following terms and conditions: (a) if Tenant shall wishes to exercise its Termination Option by (i) delivering termination option hereunder, Tenant must deliver to Landlord Landlord, clear and unconditional written notice (time being of the “Termination Notice”essence) of such Tenant’s election to terminate this Lease (the Lease on or “Election Notice”), given no later than twelve (12) months before March 1, 2020, and the Cancellation Date (ii) paying to Landlord the Termination Payment (hereinafter defined) simultaneously with delivery time being of the Termination Notice. If Tenant properly essence); (b) Landlord must have received, in full, all of Tenant’s Fixed Rent payments due and payable during the period up to the Cancellation Date; (c) upon Tenant’s timely delivers exercise of its termination option, the Termination Notice and makes effective date for the Termination Payment, then the termination of this Lease shall be deemed to have expired by lapse the Cancellation Date; (d) in consideration of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 of the Initial Lease. If Landlord fails to receive the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writingsaid Lease termination, Tenant may not exercise the Termination Option, and no termination hereunder shall be effective, if a default under the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean must pay Landlord an amount equal to the “worth at the time of the termination” sum of (aX) the brokerage commissions paid unamortized value of (calculated by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, and (b) the cost of the Relocation Improvements paid by Landlord (collectively, the “Leasing Costs”). For purposes of this Section, the “worth at the time of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30, 2022, at utilizing an interest rate of eight percent (8%) annual interest factor, compounded monthly in advance): (1) any ​ ​ and all costs and expenses incurred by Landlord in connection with the Landlord’s Base Building Work as provided in Article 3 hereof; (2) the Abated Rent and the Tenant Improvement Allowance; and (3) any and all reasonable legal fees and brokerage commissions paid in connection with this Lease, PLUS (Y) three (3) full calendar months of Fixed Rent payable at the annual rate of $56.82 per annumrentable square foot of the Premises demised as of the Cancellation Date (such aggregate sum, the “Cancellation Fee”). The Cancellation Fee shall be paid in good funds, subject to determine the portion allocated collection, by certified check payable to the period after the Early Termination Date. Landlord, order of Landlord and delivered to Landlord within ten (10) days Business Date after receipt of Landlord’s calculation of the Cancellation Fee as set forth below; (e) from and after Tenant’s written request exercise of such termination option by Tenant’s timely delivery of its Election Notice as required herein, Tenant shall continue to timely perform all of its obligations under this Lease (provided such request may be made no earlier than including, without limitation, its Rent obligations) through and including the Relocation Cancellation Date), shall provide Tenant with its calculation of the amount of the Termination Payment. Notwithstanding ; and (f) notwithstanding anything to the contrary set forth hereincontained in this Lease, in no event Xxxxxx’s termination option hereunder shall be subject to the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars following additional conditions: ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate i) As of the damages date of the Election Notice (and Landlord’s receipt of the Cancellation Fee), Tenant shall not be in default of any of its Lease obligations beyond any applicable notice and cure period; (ii) If Tenant fails to properly and timely exercise its option to terminate hereunder, said option shall be suffered by Landlord as a consequence null and void; (iii) Tenant’s option to terminate herein shall be personal to the named Tenant herein only (i.e., Cara Therapeutics, Inc.), and shall not be transferred or assigned to any other parties; (iv) such termination of this Lease shall not release or discharge any of Tenant’s obligations under this Lease accruing up to and including the Cancellation Date; (v) in the event that Tenant is in default of any of its Lease obligations beyond any notice and cure period on the Cancellation Date, Landlord, at Landlord’s option, may negate Tenant’s exercise of such termination option by written notice to Tenant, in which case this Lease shall continue in full force and effect from the Termination Optiondate of Landlord’s notice with such termination option being null and void. Within ten (10) Business Days after receipt of Xxxxxx’s written request, Landlord shall submit to Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion a statement of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination Option, Cancellation Fee and (ii) Tenant fails to vacate and surrender to Landlord the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) calculating such unamortized value as set forth in the Lease and all other amounts due under the Lease applicable to the Premisesabove, at a rate equal to one hundred fifty percent (150%) as of the rate in effect for Cancellation Date set forth above. Any dispute concerning the last full calendar month prior exercise by Tenant of the option to terminate this Lease (including, without limitation, the Early Termination Date, until such time as Tenant vacates and surrenders calculation of the Cancellation Fee) pursuant to Landlord the Premises in accordance with the terms hereofthis Section 40.01 shall be submitted to arbitration pursuant to Article 25.

Tenant’s Option to Terminate. The Termination Option set forth in Section 10 of the First Amendment, as amended in Section 8 of the Second Amendment, is hereby deleted in its entirety and the following option to terminate shall apply to the New Premises: Provided that Tenant is not in default under the Lease beyond any applicable notice, grace or cure period on the date Tenant shall exercise the Termination Option, Tenant shall have a one (1) time the option to ---------------------------- terminate (the “"Termination Option”Right") this Lease with respect to the Lease entire Premises or less than all of the Premises as provided in Section 30.4 (d), ---------------- below, (with that portion of 11:59 p.m. on November 30, 2020 (the date when the Lease is Premises being terminated pursuant to this Section 30.4 being referred to herein as "Termination Space") as of the “Early tenth ------------ (10th) anniversary of the Rent Commencement Date (the "Termination Date”). Tenant shall exercise its Termination Option by") on the basis of the following terms and conditions: (ia) delivering The Termination Right shall be exercisable by delivery by Tenant to Landlord of written notice (the “"Termination Notice”") of such election to terminate the Lease on or before March 1the date that is the ninth (9th) anniversary of the Rent Commencement Date, 2020, and (ii) paying which notice shall state that Tenant is terminating this Lease as to Landlord the Termination Payment Space as of the Termination Date. If the Termination Space is to be less than all of the Premises, in the Termination Notice, Tenant shall designate the Termination Space. (hereinafter definedb) simultaneously Tenant shall pay to Landlord, concurrently with delivery of the Termination Notice, an amount (the "Termination Fee") equal to the Attributed Unamortized Costs (as defined below), plus one month's Rent (based on the last month's Rent) for the applicable space terminated. If Tenant properly and timely delivers The Attributed Unamortized Costs shall be determined separately for the portion of the Termination Notice and makes the Termination Payment, then the Lease shall be deemed to have expired by lapse of time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the terms of the Original Lease, including, but not limited to, Sections 5.2 and 5.4 Space that was leased as part of the Initial LeasePremises hereunder and separately for the portion of any Additional Space or other space leased subsequent to the Initial Premises. If Landlord fails to receive The Attributable Unamortized Costs for the Termination Payment simultaneously with the Termination Notice, Tenant’s right to terminate hereunder shall, at Landlord’s sole option, be void. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no termination hereunder Initial Premises shall be effective, if a default under determined based on the Lease by Tenant beyond any applicable notice, grace or cure period shall exist as unamortized portion of the date on which the Termination Notice is given. Upon Tenant delivering the Termination Notice, any and all rights of Tenant to extend the Term of the Lease whether pursuant to a renewal option or otherwise, or to expand the Premises whether pursuant to a right of first offer or right of first refusal, shall immediately be void and of no further force or effect. All obligations of either party to the other which accrue under the Lease on or before the Early Termination Date shall survive such termination. As used herein, “Termination Payment” shall mean an amount equal to the “worth at the time of the termination” of (a) the brokerage commissions paid by Landlord in connection with this Amendment in accordance with Section 16(f) of this Amendment, (including both the commissions paid to the Tenant's broker and to the Landlord's broker). The Attributable Unamortized Costs for any space other than the Initial Premises shall be determined based on the (bi) the cost unamortized portion of the Relocation Improvements brokerage commissions paid by Landlord (collectivelyincluding both the commissions paid to the Tenant's broker and to the Landlord's broker); and (ii) any tenant improvement costs, tenant improvement allowance, free rent and other cash tenant inducements granted by Landlord in connection with making the lease of such additional space. In any case, the “Leasing Costs”total of such costs under (i) and, if applicable (ii), above, shall be shall be amortized under the "straight line" amortization method over a period commencing with the applicable commencement date of the applicable (i.e. terminated) portion of the Premises and ending on the date which the Lease for such space would have expired if this termination right had not been exercised. For purposes In the case where the applicable Termination Fee shall include amounts based on terminated space which was not part of this Sectionthe Initial Premises, the “worth (i) at the time request of the termination” is computed by amortizing the Leasing Costs over the period from the Relocation Date through November 30Tenant, 2022, at an interest rate of eight percent (8%) per annum, Landlord shall consult with Tenant to determine the portion allocated to the period after the Early Termination Date. Landlord, within ten (10) days after Tenant’s written request (provided such request may be made no earlier than the Relocation Date), shall provide Tenant with its calculation of clarify the amount of the Termination Payment. Notwithstanding anything to the contrary set forth herein, in no event shall the Termination Payment exceed Sixty Nine Thousand Two Hundred Fifty Five and 13/100 Dollars ($69,255.13). Landlord and Tenant acknowledge that the Termination Payment is not a penalty, but is a reasonable estimate of the damages to be suffered by Landlord as a consequence of Tenant’s exercise of the Termination Option. Tenant hereby acknowledges and agrees that Tenant shall not be entitled to any rebate or return of any portion of the Termination Payment as a consequence of the actual costs incurred by Landlord in re-letting the Premises being less than the Termination Payment. In the event (i) Tenant exercises the Termination OptionFee, and (ii) any payment by Tenant fails of a Termination Fee which involves calculations with respect to vacate and surrender terminated space which was not part of the Initial Premises which is not insubstantially at variance with the actual Termination Fee payable shall not render any attempted exercise of the Termination Right invalid so long as when the actual Termination Fee amount is finally calculated, Tenant promptly pays any deficiency in its Termination Fee payment. (c) As a condition of exercise of the Termination Right there shall be no outstanding uncured Material Event of Default on the date of the Termination Notice delivered by Tenant. (d) The Termination Space may, at Tenant's option, be designated as (i) the entire Premises, (ii) Suite 3700 only, (iii) any full floor, or full floors, of the Premises; provided with respect to Landlord any block of contiguous full floors constituting the Premises, Tenant may terminate only the highest or the lowest floor or floors so that any remaining full floors are contiguous or (iv) with respect to any partial floor, all the Premises on or before the Early Termination Date as required herein, then Tenant shall pay all Rent (including but not limited to Base Rent and Additional Rent) as set forth in the Lease and all other amounts due under the Lease applicable to the Premises, at a rate equal to one hundred fifty percent (150%) of the rate in effect for the last full calendar month prior to the Early Termination Date, until such time as Tenant vacates and surrenders to Landlord the Premises in accordance with the terms hereoffloor.