Common use of Termination Option Clause in Contracts

Termination Option. A. Tenant shall have the right (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided Tenant is the originally named Tenant, Tenant is neither in monetary default of this Lease on the Termination Date (as defined below) nor has there previously been an Event of Monetary Default, and this Lease is in full force and effect, Tenant shall have the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination RightOption”) to terminate ). The “Termination Date” shall mean the Term last day of the Lease, effective as of the expiration of the sixtieth (60th) 40th full calendar month after the Relocation Date Commencement Date. If Tenant desires to exercise the Termination Option, Tenant shall give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (the “Effective Termination DateNotice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before no later than the date which that is twelve (12) 9 months prior to the Effective Termination Date Date, failing which the Termination Option shall be deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” shall equal the sum of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) brokerage commissions and attorneys’ fees paid by paying Landlord in connection with this Lease; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements, including the Leasehold Improvements, to the Premises in connection with this Lease. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord simultaneously for the loss of expected rentals from Tenant. The Termination Payment shall be payable by wire transfer or cashier’s check. Time is of the essence with respect to the delivery dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of Tenant’s the Termination Notice, up to and including the Termination FeeDate, as hereinafter defined. Tenant shall be in default of this Lease, then Landlord shall notify may elect, but is not obligated, by written notice to Tenant that Landlord has received to cancel and declare null and void Tenant’s exercise of the Termination Fee within five (5) Business Days Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. Option. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination FeeOption in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to the preceding sentence, then this Lease and the Term of shall come to an end on the Lease shall terminate as of the Effective Termination Date with the same force and Base Rent and other charges effect as if the Term were fixed to expire on such date, the Expiration Date shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right and the terms and provisions of Section 18 shall automatically become null and void and of no further force and effectapply. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided that, as of the Termination Date (as defined below), Tenant is not in default (beyond any applicable notice and cure period) under the terms of this Lease, Tenant shall have a one-time option to terminate this Lease effective on the right date that is eighty-five (85) months after the Commencement Date of this Lease (the “Termination RightDate”) ). Said option shall only be exercisable by Tenant giving Landlord written notice of Tenant’s election to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date Lease (the “Effective Termination DateNotice”), which Termination Notice must be received by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is at least twelve (12) months prior to the Effective Termination Date Date, time being of the essence with respect thereto. As consideration for and by paying a condition precedent to Landlord simultaneously with granting to Tenant the delivery of Tenant’s Termination Noticeoption to terminate the Lease as set forth herein, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void accompanied by a certified or cashier’s check made payable to the order of the Landlord in the amount of the Termination Payment (as defined below). Failure of Tenant to timely deliver the Termination Notice and/or the Termination Payment shall terminate any option or right Tenant may have hereunder. In the event Tenant delivers the Termination Notice and ineffective. B. the Termination Payment to Landlord in a timely manner, Tenant shall nonetheless be responsible to continue to comply with all of the terms and conditions and perform all of its obligations contained in the Lease, including, but not limited to, the payment of Rent, through and including the Termination Date. For the purposes hereof, the “Termination FeePayment” shall be mean an amount equal to the sum of the following: (i) the unamortized portion of the cost of Landlord’s Improvements identified in EXHIBIT C attached hereto and all architectural and space planning fees incurred by Landlord with respect thereto; plus (ii) the unamortized portion of the free Base Rent for the tenth (10th) and part of the eleventh (11th) months of the Term, which totaled Fifty-Four Thousand Two Hundred Forty-Three and 20/100 Dollars ($714,175. C. If Tenant timely 54,243.20); plus (iii) the unamortized portion of any leasing commissions related to this Lease; plus (iv) the unamortized portion of all legal fees and properly exercises its Termination Right costs incurred with the drafting, negotiation, and pays to Landlord completion of this Lease. For purposes of determining the foregoing components of the Termination FeePayment, then Landlord shall utilize a hypothetical amortization period of one hundred twenty (120) months and an interest rate of ten percent (10%), with the Term of the Lease shall terminate balance as of the Effective eighty-fourth (84th) month being the unamortized portion that is due with respect to each component of the Termination Date Payment. Within ninety (90) days after the Commencement Date, Landlord shall deliver to Tenant in writing and Base Rent Tenant shall acknowledge in writing the actual amount of the Termination Payment based on the actual costs incurred by Landlord and based on the foregoing amortization formula. The option to terminate contained in this Paragraph is personal to Tenant and is not transferable by any assignment or subletting (other charges than to a Permitted Transferee). In the event of an assignment or subletting of Tenant’s interest under the Lease (other than to a Permitted Transferee), the option to terminate contained herein shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and or effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided Tenant fully and completely satisfies each of the conditions set forth in this Section 2.4, the Original Tenant shall have the right option (the “Termination RightOption”) to terminate the Term of the Lease, this Lease effective as of the expiration of the sixtieth (60th) full calendar month after of the Relocation Date Lease Term (the “Effective Termination Date”). In order to exercise the Termination Option, by giving Tenant must fully and (a) Tenant must give Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before of its exercise of the date Termination Option, which is twelve Termination Notice must be delivered to Landlord at least nine (129) months prior to the Effective Termination Date Date; (b) at the time of the Termination Notice Tenant shall not be in Default under this Lease after expiration of applicable cure periods; and by paying (c) concurrently with Tenant’s delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord simultaneously a termination fee (“Termination Fee”) equal to the unamortized balance, as of the Termination Date, of (i) the Tenant Improvement Allowance (and the Additional Allowance, if applicable), and (ii) the brokerage commissions paid by Landlord in connection with this Lease. Amortization pursuant to the delivery foregoing, shall be calculated on a one hundred twenty (120) month amortization schedule commencing as of the Lease Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum. The rights contained in this Section 2.4 shall be personal to the Original Tenant, and may be exercised only by the Original Tenant (and not by any assignee, sublessee or other Transferee of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereofinterest in this Lease). If Tenant does not pay the Termination Fee together with the delivery of exercises Tenant’s Termination NoticeOption, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereofthen, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord on or before the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination FeeDate, Tenant shall have no right vacate and surrender the Premises to terminate Landlord in the Term of condition required by this Lease (as if the Termination Date were the original expiration date under the Lease, pursuant to this Section VI). D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided: (i) no Event of Default; (ii) this Lease is in full force and effect; (iv) Tenant shall have is the originally named Tenant or a Permitted Transferee Tenant has the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination RightOption”) to terminate ). The “Termination Date” means the Term last day of the Lease, effective as of the expiration of the sixtieth (60th) 60th full calendar month after the Relocation Date Fixed Rent Start Date. If Tenant desires to exercise the Termination Option, Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (the “Effective Termination DateNotice”), together with 50% of the Termination Payment (as defined below). The Termination Notice and 50% of the Termination Payment must be received by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before no later than the date which that is twelve (12) 12 months prior to the Effective Termination Date, and the balance of the Termination Payment must be received by Landlord no later than 15 days prior to the Termination Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” means the sum of the unamortized (amortized on a straight-line basis with interest at 8%) amount as of the Termination Date of the following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and attorneys’ fees paid by paying Landlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the Premises, including without limitation the Leasehold Improvements (as defined in Exhibit C), plus any and all allowances to Tenant, including without limitation the Improvement Allowance (as defined in Exhibit C). Tenant’s payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord simultaneously for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the delivery dates and deadlines set forth herein. As of Tenant’s the date Tenant delivers the Termination Notice, any and all unexercised rights or options of Tenant to extend the Termination FeeTerm or expand the Premises (whether expansion options, as hereinafter defined. Landlord rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Noticeimmediately terminate and are automatically, Tenant’s Termination Notice shall be without further action required by any party, null and void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. of no force or effect. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination FeeOption in accordance with this paragraph, then this Lease and the Term of shall come to an end on the Lease shall terminate as of the Effective Termination Date with the same force and Base Rent and other charges effect as if the Term were fixed to expire on such date, the Expiration Date shall be apportioned as the Termination Date, and the terms and provisions of said dateSection 18 shall apply. If Tenant fails timely to give Upon Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time request after the thirty-sixth (36th) calendar month following the Relocation Commencement Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform notify Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised its calculation of the confidentiality provisions contained herein and agree to be bound by the sameTermination Payment.

Termination Option. A. Subject to the terms of this Rider, Tenant shall have the right option (“Termination Option”) to terminate this Lease effective upon the date (the “Termination RightDate”) to terminate which is the Term last day of the Lease, effective as of the expiration of the sixtieth twenty-fourth (60th24th) full calendar month after during the Relocation Date Lease Term by: (i) notifying Landlord (the “Effective Termination DateNotification”), by giving Landlord a written termination notice (the “) in writing of Tenant’s exercise of the Termination Notice”) on or before the date which is twelve Option at least four (124) months prior to the Effective Termination Date Date; and by (ii) paying to Landlord, in cash or its equivalent, concurrently with delivery of the Notification, a termination fee equal to the sum of all unamortized leasing costs (bearing interest at ten percent (10%) per annum compounded monthly) incurred by Landlord simultaneously with respect to the Lease and/or Tenant’s occupancy of the Leased Premises. Should Tenant exercise the Termination Option in accordance with the delivery of Tenant’s Termination Noticeforegoing terms and provisions, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay on the Termination FeeDate, and neither Landlord nor Tenant shall have no right to terminate any further liability or obligation under the Term Lease after the Termination Date; provided, however, that neither Landlord nor Tenant shall be relieved of or from any of its obligations, covenants and/or liabilities arising under the Lease, pursuant or in any way relating to this Section VI. D. Notwithstanding the foregoingLeased Premises, in which accrue on or prior to the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Termination Date, then Tenant’s Termination Right shall automatically become null and void and including without limitation any obligation of no further force and effectindemnity or reimbursement arising under the Lease. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. If (a) as of the date of the delivery of Tenant’s Termination Notice (defined below) to Landlord, Tenant has been acquired in a bona fide, arms-length, third-party transaction; or (b) Tenant has in good faith and within the six (6) months prior to the delivery of Tenant’s Termination Notice submitted a written request to Landlord seeking to enter into a lease for additional space at the Building and/or the Property, and a space of the square footage and use sought by Tenant is not, in Landlord’s reasonable determination, available for lease as of the Effective Termination date (defined below), then in either case Tenant shall have the right option (the “Termination RightOption”) to terminate the Term of the Lease, this Lease effective as of the expiration day prior to the seventh (7th) anniversary of the sixtieth (60th) full calendar month after the Relocation Rent Commencement Date (the “Effective Termination Date”), ) by giving providing Landlord a with no fewer than six (6) months’ prior written notice of such termination notice (the “Tenant’s Termination Notice”) on ), subject to the terms and conditions of this Article 18. On or before the date which is twelve (12) months prior to the Effective Termination Date and by paying Date, Tenant shall pay to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereofdefined below). If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right Option and timely pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said dateif such date were the original expiration date for all purposes under the Lease. If Tenant fails to timely to give Tenant’s Termination Notice or to timely pay the Termination FeeFee (either of which conditions may be waived in Landlord’s sole discretion), Tenant’s exercise of the Termination Option shall be null and void, and Tenant shall have no right further option to terminate the Term of the Lease, pursuant Lease prior to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the original expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, anddate thereof, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameotherwise set forth herein.

Termination Option. A. (a) In addition to Tenant's Termination Option contained in the Original Lease with respect to the Original Premises, Tenant shall have the right one-time option (the “"Expansion Termination Right”Option") to terminate the Term Lease with respect to the Expansion Premises only, but not any portion of the Lease, Expansion Premises. Such termination shall be effective as at any time after the last day of the expiration of the sixtieth month which is twenty four (60th24) full calendar month months after the Relocation Termination Date (defined in the “Effective Original Lease) (the "Expansion Termination Date”"), by giving upon the following terms and conditions: (i) Tenant gives Landlord a written termination notice (the “Tenant’s "Expansion Termination Notice”") of Tenant's election to exercise the Expansion Termination Option on or before 5:00 p.m. Pacific Standard Time on or before the date which is twelve no less than seven (127) months prior to the Effective Expansion Termination Date and by paying (the "Expansion Termination Notice Date"); (ii) There exists no Event of Default under the Lease on the date of the Expansion Termination Notice or on the Expansion Termination Date; and (iii) Tenant shall pay to Landlord simultaneously no later than the date which is four (4) months prior to the Expansion Termination Date an amount equal to the Expansion Termination Fee (defined below). The "Expansion Termination Fee" shall mean the sum of (I) the then total Basic Rental for the five (5) month period immediately following the Expansion Termination Date, plus (II) the unamortized Expansion Leasing Costs (defined below) as of the Expansion Termination Date, based upon an amortization period from the Expansion Premises Commencement Date until the Expiration Date, with interest accruing on said unamortized Expansion Leasing Costs at 8% per annum from the date they were paid. The term "Expansion Leasing Costs" shall mean the sum of (A) all costs and expenses incurred by Landlord in connection with the delivery of Tenant’s Termination NoticeExpansion Improvements (defined below) for the Expansion Premises, and (B) the Termination Fee, as hereinafter definedbrokerage commissions paid by Landlord in connection with this Amendment. Landlord shall notify agrees to provide to Tenant that Landlord has received a statement of the amount of the Expansion Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery business days of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective's request for such amount. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. (a) Tenant shall have the a conditional one-time right to terminate this Lease (the “Termination RightOption”) to terminate the Term of the Lease, effective as of the expiration last day of the sixtieth sixty-fifth (60th65th) full calendar month after of the Relocation Date Term (the “Effective Early Termination Date”), by giving which right shall be subject to the satisfaction of all of the following conditions: (i) The Tenant has sold or will be selling prior to the Early Termination Date, all of its assets to a new non-affiliated entity; (ii) Tenant notifies Landlord a written termination notice (the “in writing of Tenant’s election to exercise its Termination Option (“Termination Notice”) on or before the date which is at least twelve (12) months prior to the Effective Early Termination Date and by paying to Landlord simultaneously with Date; (iii) at the delivery time of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify there is no default by Tenant that Landlord has received the Termination Fee within five hereunder; and (5iv) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice is accompanied by payment to Landlord, as Additional Rent hereunder, of the Termination Fee (as defined below). (b) The Termination Fee shall be void equal to three (3) months of the then-current Rent, including Base Rent, estimated Operating Expenses and ineffective. B. estimated Real Estate Taxes plus the unamortized Landlord’s Costs (defined below). For the purposes hereof, Landlord’s Costs shall mean: (i) brokerage fees incurred by Landlord in connection with this Lease or any future amendment to this Lease, (ii) the costs of the Improvements paid for by Landlord as set forth on Exhibit “B” and the amount of any future improvement allowance or improvement costs paid or incurred by Landlord with respect to any additional spaced leased by Tenant pursuant to the Lease or any amendment hereto, and (iii) any Base Rent abated pursuant to the terms of Sections 1.02 and 3.01 of this Lease, Exhibit “B” hereto, or any future amendment to this Lease. For the purpose of determining the unamortized portion of the Landlord’s Costs, all such Landlord’s Costs, along with interest thereon at eight percent (8%) per annum, will be amortized on a straight line basis over the period beginning on the commencement date of Tenant’s Base Rent obligations with respect to any space (including the initial Premises) leased hereunder by Tenant, and ending on the Expiration Date (as defined in Section 1.22). The Landlord estimates (prior to the execution of this Lease) that the Termination Fee” Fee will be approximately $870,691.00. (c) If Tenant properly exercises the Termination Option and the conditions applicable thereto have been satisfied, this Lease shall be $714,175. C. deemed terminated on the Early Termination Date, Tenant shall return possession of the Premises to Landlord in broom clean condition and in accordance with the terms of Section 2.02 hereof, and the parties respective rights and obligations hereunder shall terminate, except for those obligations which accrue prior to such Early Termination Date and those rights and obligations which expressly, or by their nature, survive the termination of this Lease (including all indemnification obligations hereunder). If Tenant properly exercises the Termination Option and subsequently fails to timely and properly exercises its Termination Right vacate the Premises and pays return possession thereof to Landlord on or before the Early Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination FeeDate, Tenant shall have no right be deemed to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, be holding over in the event Tenant exercises its Right Premises, which holdover shall be subject to the terms of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effectSection 2.02 hereof. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right one-time option to terminate this Lease (the “Termination RightOption”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth date that is thirty-six (60th36) full calendar month months after the Relocation actual Term Commencement Date (the “Effective Termination Date”), ) by giving providing Landlord a no less than nine (9) months’ prior written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously ). Simultaneously with the delivery of Tenant’s the Termination Notice, the Termination Fee, as hereinafter defined. Tenant shall deliver to Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5as defined below) Business Days of Landlord’s receipt thereofas consideration for and a condition precedent to such early termination. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the The “Termination Fee” means an amount equal to the unamortized amounts (as of the Termination Date) of (a) the Tenant Improvement Costs (as defined below) and (b) any brokers’ commission payable in connection with this Lease, which amounts shall be $714,175. C. calculated by amortizing the same on a straight-line basis commencing on the actual Term Commencement Date and ending on the Term Expiration Date. The Termination Fee will be calculated and confirmed by the parties in the Acknowledgement (as defined below). If Tenant fails to timely and properly exercises its Termination Right and pays deliver to Landlord the Termination Notice or the Termination Fee, then the Term Termination Option shall automatically terminate and be of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said dateno further force or effect. If Tenant fails timely delivers to give Tenant’s Landlord the Termination Notice or to pay and the Termination Fee, then Tenant shall have no right surrender the Premises to terminate Landlord on or before the Term Termination Date in accordance with all of the terms and conditions of this Lease. If Tenant does not so surrender the Premises in accordance with all of the terms and conditions of this Lease on or before the Termination Date, then Tenant, pursuant to Article 27, shall become a tenant at sufferance until the actual date (the “Surrender Date”) that Tenant surrenders the Premises to Landlord in accordance with the terms and conditions of this Lease. If Tenant timely delivers to Landlord the Termination Notice and the Termination Fee, then this Lease shall terminate on the later of (a) the Termination Date and (b) the Surrender Date, and shall thereafter be of no further force or effect, except for those provisions that, by their express terms, survive the expiration or earlier termination of this Lease. Notwithstanding anything in this Section VI. D. Notwithstanding to the foregoingcontrary, Tenant shall not be permitted to exercise the Termination Option during such period of time that Tenant is in default under any provision of this Lease. Any attempted exercise of the event Termination Option during a period of time in which Tenant exercises its Right is so in default shall be void and of First Offer no force or effect. The Termination Option is personal to AdHarmonics, Inc. and may not be exercised by any assignee, sublessee or transferee of this Lease, except by a Tenant Affiliate (as defined below) at any time after the thirty-sixth subsequent to an Exempt Transfer (36thas defined below) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and with such Tenant Affiliate or by an assignee of no further force and effect. E. Upon the prior written request of Tenant (such request this Lease subsequent to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space an assignment in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised accordance with all of the confidentiality provisions contained herein terms and agree to be bound by the sameconditions of Article 29 below.

Termination Option. A. (a) Tenant shall have the right one-time right, at its sole option, to terminate this Lease with respect to the entire Demised Premises (but not less than the entire Demised Premises) (the “Termination RightOption”) to terminate effective upon the Term conclusion of the Leasesixth (6th) Lease Year (the “Termination Option Date”) provided, effective as however, that the effectiveness of the expiration exercise of the sixtieth Termination Option shall be conditioned upon (60thi) full calendar month after Tenant delivering a Notice to Landlord exercising the Relocation Termination Option (the “Termination Option Notice”) not later than the conclusion of the fifth (5th) lease year and (ii) Tenant’s payment to Landlord, at the same time as the delivery of the Termination Option Notice, of the “Termination Payment” (as hereinafter defined) equal to the sum of the unamortized portion of the Lease Costs, as hereinafter defined, calculated using an eight percent (8%) interest rate, plus the amount which is equal to four (4) months of Basic Rental payable for the Demised Premises at the time of the Termination Option Date (the “Effective Termination DatePayment”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” Lease Costs shall be $714,175defined as the sum of: (w) the Tenant Improvement Allowance, as hereinafter defined, or the portion thereof so utilized by Tenant, (x) the aggregate dollar value of the rental abatement granted to Tenant for the Demised Premises pursuant to Section 1(g) hereof, plus (z) the aggregate dollar amount of all commissions paid to the Brokers in connection with this Lease. Time is of the essence of delivery of the Termination Option Notice and the Termination Payment. C. If (b) In the event that Tenant timely and properly exercises its Termination Right and pays to Landlord shall give the Termination Fee, then Option Notice and shall otherwise comply with the Term conditions of the Lease shall terminate as exercise of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate this Lease as provided hereunder, including, but not limited to, the Term payment of the Termination Payment, this Lease shall come to an end and expire on the Termination Option Date, with the same force and effect as if said date were the Expiration Date set forth in this Lease, unless sooner terminated pursuant to any other term, covenant or condition of this Lease or pursuant to law. (c) Notwithstanding anything to the contrary contained herein, any exercise by Tenant of its Termination Option under this Section VI. D. Notwithstanding 36.1 shall be void and of no effect unless on the foregoingdate Tenant issues the Termination Option Notice to Landlord and on the Termination Option Date: (i) this Lease is in full force and effect, in (ii) no Event of Default has occurred under this Lease and remains continuing beyond any applicable notice grace or cure periods, (iii) Tenant has not assigned this Lease or sublet the event Premises other than to a Tenant exercises Affiliate, and (iv) Tenant has not exercised its Right of First Offer Refusal for any First Refusal Space pursuant to Section 42 hereof (as defined belowany of which conditions described in clauses (i), (ii), (iii), or (iv) above may be waived by Landlord at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenantin Landlord’s Termination Right shall automatically become null and void and of no further force and effectsole discretion). E. Upon the prior written request of (d) Tenant shall indemnify and hold Landlord harmless from and against, any and all liabilities, losses, claims, reasonable costs and expenses (such request including reasonable attorneys’ fees and other reasonable out-of-pocket costs) incurred in connection with any real property transfer tax that will or may become, or may be asserted to be made not more frequently than once every six (6) months)or become due, Landlord shall inform Tenant owing or imposed in connection with the Termination Option at any time by the City of office space in the Building that is currently available for lease Southfield or that is anticipated to become available to lease upon the expiration State of tenant leases within the upcoming twelve (12) months. Tenant agrees that Michigan or any agency or instrumentality of such information will be treated as strictly confidentialCity of Southfield or State of Michigan, andincluding, except as required by law, Tenant shall not disclose the same to without limitation any third party except to Tenant’s partners, lenders, accountants penalties and attorneys who have been advised of the confidentiality provisions contained herein and agree interest imposed or to be bound by imposed in connection therewith. Tenant, at Landlord’s request, shall promptly prepare, execute and file such returns, affidavits and other documentation as may be required in connection with such taxes. The provisions of this Section 36.3 shall survive the sameExpiration Date or earlier termination of this Lease.

Termination Option. A. Tenant shall have the right option (the “Termination RightOption”) to terminate this Lease and the Term of the Lease, effective term and estate hereby granted as of the expiration last day of the sixtieth (60th) full calendar month after immediately preceding the Relocation second (2nd) anniversary of the Commencement Date (the “Effective Termination Date”). The Termination Option is granted subject to the following terms and conditions: (a) the Tenant named herein is the tenant under this Lease, by giving Landlord (b) Tenant gives Owner a written termination notice (the “of Tenant’s election to exercise the Termination Option (hereinafter called “Termination Notice”) not less than nine (9) months prior to such Termination Date, TIME BEING OF THE ESSENCE with respect to the giving of the Termination Notice, and (c) Tenant is not in default under this Lease either on the date that Tenant exercises the Termination Option, or on the Termination Date, unless waived in writing by Owner. Notwithstanding its exercise of the Termination Option, Tenant shall be obligated to pay all Fixed Rent, Additional Rent and all other charges to become due from Tenant to Owner under this Lease to and including the Termination Date. B. In the event of the giving of such Termination Notice (i) this Lease and the term and estate hereby granted (unless the same shall have expired sooner pursuant to any of the conditions of limitation or other provisions of this Lease or pursuant to law) shall terminate on the Termination Date with the same effect as if such date were the date hereinbefore specified for the expiration for the Term of this Lease, (ii) the Fixed Rent, Additional Rent and all other charges payable hereunder shall be apportioned as of the Termination Date, (iii) neither party shall have any rights, estates, liabilities or obligations under this Lease for the period accruing after the Termination Date, except those which, by the provisions of this Lease, expressly survive the expiration or termination of the Term of this Lease, (iv) Tenant shall surrender and vacate the Premises and deliver possession thereof to Owner on or before the Termination Date in the condition required under this Lease for surrender of the Premises, and (v) at Owner’s election, Owner and Tenant shall enter into a written agreement reflecting the termination of this Lease upon the terms provided for herein, which agreement shall be executed within thirty (30) days after Tenant exercises the Termination Option. C. In the event Tenant does not send the Termination Notice to Owner on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Noticeset forth in subsection A hereof, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice this Article 28 shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become deemed null and void and of no further force and effectdeleted from this Lease. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant (so long as Tenant is not then in default hereunder) shall have the one-time right (the “Termination Right”) to terminate the Term of the Lease, this Lease effective as of the expiration end of the sixtieth thirty-ninth (60th39th) full calendar month after next following the Relocation Commencement Date of this Lease or Amendment (the “Effective Termination Date”), ) by giving Landlord delivery of a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve to Landlord at least six (126) months prior to the Effective Termination Date and by paying Date. In the event of any such termination, Tenant shall pay to Landlord simultaneously with one-half (1/2) of the Termination Fee (defined below) within ten (10) days after Tenant’s receipt of the Calculation Statement (as hereafter defined) and the remaining one-half (1/2) of the Termination Fee upon the actual date of the termination. In the event that Tenant exercises the right of termination by delivery of Tenant’s the Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five termination fee (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” ”), payable by Tenant to Landlord, shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays equal to Landlord the Termination Fee, then the Term sum of (i) an amount equal to two (2) months of the then Basic Rent, plus (ii) the unamortized portion of (x) all improvements to the Premises (both initial space and any subsequent expansion space) paid for by Landlord, (y) all leasing and brokerage commissions and expenses relating to this Lease paid for by Landlord (including the initial Premises and any subsequent Refusal Space), and (z) all design, construction, management and space planning fees and expenses relating to the construction or improvement of the Premises (and any subsequent expansion space) paid for by Landlord (the sum of the costs described in items (x), (y) and (z) above being referred to as the “Total Costs”),. The unamortized portion of the Total Costs shall terminate be the balance of the Total Costs remaining to be amortized as of the Effective Termination Date with the amortization period beginning on the Commencement Date and Base Rent and other charges ending on the Termination Date. Such amortization shall be apportioned as calculated using the even payment method at an interest rate equal to Ten percent (10%) per annum, all such payments having been assumed to be made through the Termination Date. Within thirty (30) days after the delivery of said datethe Termination Notice, Landlord prepare and deliver to Tenant Landlord’s calculation of the Termination Fee (“Calculation Statement”), which shall be final and binding, absent manifest error. If Failure of Tenant fails timely to give Tenant’s Termination Notice timely notice as required or to pay the Termination Fee, Tenant as noted ABOVE, within the respective time periods set forth herein, shall have no right to terminate render this Rider, and the Term of the Leaserights contained herein, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force or effect. Additionally, Tenant agrees to fully and effect. E. Upon faithfully perform all of its obligations under the prior written request Lease for the period commencing upon receipt of Tenant the Termination Notice and ending on the Termination Date. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. THIS AMENDMENT TO OFFICE LEASE (such request to be this “Amendment”) is made not more frequently than once every six and entered into as of the 8th day of November, 2012 (6) monthsthe “Amendment Date”), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve by and between COP-SPECTRUM CENTER, LLC (12“Landlord”) months. Tenant agrees that such information will be treated as strictly confidentiallandlord and TC LOAN SERVICE LLC (“Tenant”), and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sametenant.

Termination Option. A. Tenant shall have the right option (the “Tenant’s Termination RightOption”) to terminate the Term of the Lease, effective this Lease as of the expiration of the sixtieth (60th60th full month of the Lease Term (the “Early Termination Date”) with respect to the entire Premises. Tenant’s Termination Option shall be exercised, if at all, by (i) written notice to Landlord given no later than six (6) months prior to the Early Termination Date, and (ii) Tenant’s payment to Landlord of a fee (the “Termination Fee”) equal to the sum of (A) the unamortized cost (as of the Early Termination Date) of (1) the brokerage commissions paid by Landlord in connection with this Lease to the brokers identified in Section 12 of the Summary, and (2) the Tenant Improvement Allowance, (B) an amount equal to six (6) months of the then current monthly Base Rent, and (C) an amount equal to six (6) months of the then current payment for Tenant’s Share of Building Direct Expenses. For purposes of clause (A) above, the amortization shall be computed on a straight line basis over the period commencing on the first day of the Lease Term and ending on the Lease Expiration Date, with interest at the rate of eight percent (8%) per annum. The Termination Fee shall be paid to Landlord within thirty (30) days after Tenant’s delivery of its exercise notice, and if not so paid, then Tenant’s Termination Option shall be deemed to have not been validly exercised. If Tenant shall lease the Offer Space pursuant to Section 1.3, or Tenant shall otherwise lease any space in the Building in addition to the original Premises leased under this Lease, the Termination Fee shall be increased by an amount equal to the unamortized amount (as of the Early Termination Date) of any tenant improvement allowance granted by Landlord to Tenant with respect to Tenant’s lease of such space (or the cost of any work performed by Landlord in connection with Tenant’s initial occupancy of such space, as the case may be), any brokerage commissions paid by Landlord in connection with Tenant’s lease of such space, and any free rental period with respect to Tenant’s lease of such space, such amortization to be computed on a straight line basis over the period commencing on the rent commencement date under this Lease with respect to such space (or, if the rent commencement date is not the first day of a calendar month, on the first day of the first full calendar month after the Relocation Date (the “Effective Termination Date”rent commencement date), by giving Landlord a written termination notice (and ending on the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination NoticeLease Expiration Date, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with interest at the delivery rate of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer eight percent (as defined below8%) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.per annum

Termination Option. A. Provided: (a) the Lease is then in full force and effect and (b) Tenant is not in Monetary Default under the Lease beyond applicable notice and cure periods, Tenant shall have the one time right (the “Termination Right”) and option to terminate the Term of the LeaseLease (“Termination Option”) effective June 30, effective as of the expiration of the sixtieth 2027 (60th) full calendar month after the Relocation Date (the “Effective Termination Date”). The Termination Option shall be exercised, if at all, by Tenant by giving written notice of the exercise to Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior no later than June 30, 2026. It shall be a condition to the Effective Termination Date and by paying to Landlord simultaneously with the delivery exercise of Tenant’s Termination Option that Tenant pay to Landlord a termination fee (“Termination Fee”) in the sum of (x) $3,534,441.52 , plus (y) three (3) months Base Rent, Taxes and Expenses payable by Tenant at the Termination Date. Notwithstanding the foregoing, in the event the Premises are expanded at any time during the Extended Term (pursuant to Tenant’s exercise of its rights under this Amendment or otherwise), part (x) of the Termination Fee shall be revised to add Landlord’s unamortized transaction costs with respect to the expansion space including Landlord’s brokerage costs, legal fees, construction allowances, and rent abatement, all amortized as of the expansion space rent commencement date through the Extended Term of this Lease with eight percent (8%) per annum interest, and part (y) of the Termination Fee shall be deemed to include Base Rent, Taxes and Expenses due for the Premises and the expansion space. Half of the Termination Fee shall be payable contemporaneously with Tenant’s transmittal to Landlord of the Termination Notice; the balance shall be payable no later than thirty (30) days prior to the Termination Date. At Tenant’s request, Landlord will provide information necessary to calculate the Termination Fee, as hereinafter defined. Landlord shall notify Provided Tenant that Landlord has received properly and timely exercises the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void Option and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate effective as of the Effective Termination Date, as if said Termination Date and Base Rent and other charges shall be apportioned were set forth in the Lease as the Expiration Date of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease. Tenant shall vacate and deliver possession of the Premises to Landlord in the manner required by the Lease on or before 11:59 p.m. on the Termination Date. Tenant shall also pay to Landlord on or before the Termination Date, pursuant and be responsible for, all sums due under the Lease that accrue under the Lease on or prior to the Termination Date. Tenant’s rights under this Section VI. D. Notwithstanding are personal to the foregoingTenant named in this Lease, its Affiliates, and any successor Tenant after any Business Transfer in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised accordance with Section 11.04 of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. Subject to the terms and conditions set forth hereinbelow, Tenant shall have the one-time right to terminate this Lease (the “Termination RightOption”) to terminate the Term of the Lease, effective as of the expiration last day of any calendar month following the sixtieth ninety-second (60th92nd) full calendar month after following the Relocation Commencement Date (as applicable, the “Early Termination Date”) so long as Tenant notifies Landlord, in writing, of Tenant’s intention to terminate this Lease at least twelve (12) full calendar months, but no more than fifteen (15) full calendar months, prior to the Early Termination Date (the “Effective Termination DateNotice”), by giving Landlord a written termination notice (time being of the “essence with respect thereto. In connection with its exercise of the Termination Option, Tenant shall pay to Landlord, simultaneously with Tenant’s delivery of the Termination Notice”) on or before the date which is twelve (12) months prior Notice to Landlord, an amount equal to the Effective sum of (a) four (4) full Months of the average monthly Base Rent (on a per Rentable Square Footage of the Premises basis) payable during the period immediately following the Rent Commencement Date through the Early Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination NoticeDate, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five plus (5b) Business Days all of Landlord’s receipt thereof. If Tenant does not pay unamortized transaction costs with respect to this Lease (which Landlord will calculate and provide in the Termination Fee together with Commencement Letter pursuant to Section 3.05 of the delivery Lease), including, without limitation, the aggregate Base Rent payable during the Free Base Rent Period, attorneys’ fees, leasing commissions and the total hard and soft costs of Tenant’s Termination Noticethe Landlord Work (including, Tenant’s Termination Notice shall be void without limitation, the Allowance and ineffective. B. For the purposes hereofConcept Plan Allowance) all based upon an interest factor of six percent (6%) per annum for such amortization calculation (the amounts described in items (a) and (b), collectively, the “Termination Fee” shall be $714,175. C. ”). If Tenant fails to (i) timely and properly exercises its exercise the Termination Right and pays Option in accordance with the provisions of this Section IV, or (ii) deliver to Landlord the Termination FeeFee simultaneously with Tenant’s delivery of the Termination Notice to Landlord, then the Term of the Lease shall terminate as of the Effective Termination Date Option and Base Rent and other charges this Section IV shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no without further force and effect. E. Upon the prior written request . Tenant’s right to terminate this Lease as set forth herein is conditioned upon (w) no monetary Default of Tenant then continuing beyond any applicable notice and cure period on the date the Termination Notice is delivered to Landlord, (such request x) this Lease being in full force and effect on the date the Termination Notice is delivered to be made Landlord and on the day immediately preceding the Early Termination Date, (y) Landlord having received the Termination Fee when required as aforesaid, and (z) Tenant not more frequently than once every six having exercised any of its Rights of First Offer pursuant to Section II of this Exhibit F above. Notwithstanding the foregoing provisions of this Section IV, if Tenant timely exercises the Termination Option and thereafter a monetary Default of Tenant occurs, then Landlord may elect to nullify the exercise of the Termination Option by giving written notice thereof to Tenant on or before the Early Termination Date. Should Tenant effectively exercise its Termination Option as set forth herein, (6A) months)the Term of this Lease shall automatically terminate on the Early Termination Date, Landlord shall inform Tenant with all of office space the terms and conditions of this Lease, including, without limitation, the obligation to pay Rent, remaining in full force and effect until the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve Early Termination Date, and (12B) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose relinquish, yield up and surrender the same Premises on the Early Termination Date in accordance with the terms and provisions of this Lease. Time is of the essence with respect to any third party except all of the time periods set forth in this Section IV. Notwithstanding anything herein to the contrary, Tenant’s partnersTermination Option hereunder is personal to Butterfly Network, lendersInc., accountants any Affiliate of Butterfly Network, Inc. by an assignment of this Lease permitted pursuant to Section 11.04 or its Business Transferee who succeeds to Butterfly Network, Inc. as Tenant under this Lease pursuant to Section 11.04, and attorneys who have been advised of the confidentiality provisions contained herein and agree to in no event shall Tenant’s Termination Option be bound by the sameotherwise assignable.

Termination Option. A. So long as Tenant is not in default at either the time of exercise or at the time of termination, Tenant shall have the right option to terminate this Lease (the “Termination RightOption”) to terminate the Term of the Lease), effective as of the expiration of the sixtieth December 31, 2010 (60th) full calendar month after the Relocation Date (the “Effective Early Termination Date”). The Termination Option may be exercised only in material compliance with the terms of this paragraph. The Termination Option shall be exercised, if at all, by giving delivery to Landlord (at the place and in the manner set forth in the Lease for delivery of notices) of a written notice of termination notice (the “Tenant’s Termination Notice”). The Termination Notice (i) on or before the date which is twelve must be delivered not later than nine (129) months prior to the Effective Early Termination Date Date, and by paying to Landlord simultaneously (ii) must be accompanied with a certified or cashier’s check in the delivery amount of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five Payment (5) Business Days of Landlord’s receipt thereofdefined below). If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If only if Tenant timely and properly exercises its delivers the Termination Right Notice and pays the Termination Payment, the Term of this Lease shall end and all terms and conditions of this Lease (except for those provisions that survive the termination or expiration of the Lease, such as “indemnification”) and Tenant’s obligations hereunder, including without limitation Tenant’s obligation to pay rent, shall expire on the Early Termination Date, as though the Early Termination Date had been originally fixed as the expiration date of such Term. All terms and conditions of this Lease and Tenant’s obligations hereunder, including without limitation Tenant’s obligation to pay rent, shall continue up to and including the Early Termination Date. The Termination Payment is the sole property of Landlord upon payment and is not refundable under any circumstances, except breach of this Section by the Landlord. Tenant acknowledges and agrees that the Termination Payment is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant over the remainder of the scheduled term after the Early Termination FeeDate. All obligations of Tenant and Landlord arising under this Lease prior to the Early Termination Date and not fully performed as of the Early Termination Date shall survive the Early Termination Date. This option is not transferable; the parties hereto acknowledge and agree that they intend that the aforesaid option to terminate this Lease shall be “personal” to Tenant as set forth above and that, then other than as set forth below, in no event will any assignee or sublessee have any rights to exercise the aforesaid option to terminate. Notwithstanding the above, Tenant may assign its rights under this Section in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, sale of all or substantially all of its assets or other Change of Control. “Change of Control” means any merger, investment, stock transfer or acquisition, asset transfer or acquisition, which has the effect of changing the ownership of the referenced party to this Lease or any parent or subsidiary of the referenced party. The “Termination Payment” will be the sum of (a) rent (base rent) which would, but for such termination, have been payable for the three (3) month period beginning on the day following the Early Termination Date, plus (b) the unamortized balance, as of the Early Termination Date, of Landlord’s costs for tenant improvements and rent abatement incurred in connection with this Lease, assuming amortization in full of such costs with interest at nine percent (9%) per annum over the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said dateextended by this Amendment. If Tenant fails timely to give At Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months)request, Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised provide a calculation of the confidentiality provisions contained herein and agree to be bound by the sameactual Termination Payment amount.

Termination Option. A. Tenant shall have has the right (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term Lease after the first two (2) years of the Leaseinitial term. Tenant shall give to Landlord, pursuant is writing, at least One Hundred Twenty (120) days prior to the date of termination, notice of its intent to exercise this Section VIoption. This right to terminate shall be set forth as follows: (a) If Landlord is unable to provide for Tenant's actual expansion requirements within the Building ON CONTIGUOUS FLOORS to the Space Leased AT THE LEASE RATE AND TERMS APPLICABLE TO THE PREMISES INCLUDING A TENANT IMPROVEMENT ALLOWANCE FOR EXPANSION AT A PRORATED AMOUNT BASED ON THIRTY-THREE CENTS ($0.33) PER SQUARE FOOT OF EXPANSION SPACE PER MONTH FOR EACH MONTH REMAINING OF THE LEASE TERM, Tenant may terminate the Lease by first paying the unamortized balance of actual Tenant Improvement costs, relocation expenses (EXCLUDING THE INITIAL SPACED LEASE EXCEPT SUITE 705), IF ANY, PAID BY LANDLORD AND NOT REIMBURSED BY TENANT to make SPACE LEASED available to Tenant and real estate commissions paid by Landlord for the initial Space Leased and any expansion space. The amount of the actual TENANT IMPROVEMENT costs, RELOCATION EXPENSES (EXCLUDING THE INITIAL SPACE LEASED EXCEPT SUITE 705), IF ANY, PAID BY LANDLORD TO MAKE SPACE LEASED AVAILABLE TO TENANT AND REAL ESTATE COMMISSIONS incurred by Landlord shall be supplied to Tenant within sixty (60) days after the build-out occurs. Landlord may reinstate the Lease within the first thirty (30) days of the One Hundred Twenty (120) day notice period by committing to make space available for expansion by Tenant within Sixty (60) days after the end of the termination date included in Tenant's notice. D. Notwithstanding the foregoing(b) Should Tenant terminate for any reason other than Landlord being unable to provide expansion space, then Tenant shall pay to Landlord, in addition to the event Tenant exercises its Right of First Offer costs as set forth hereinabove, as liquidated damages, in an amount equal to two (as defined below2) times the current base monthly rent at any the time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effectnotice for termination is given. This does not include expense adjustment rent UNDER SECTION 3.02. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided Tenant fully and completely satisfies each of the conditions set forth in this Article 33, Tenant shall have the right on-going option (the “"Termination Right”Option") to terminate the Term of the Lease, effective this Lease as of a date specified by Tenant, which date (the "Termination Date") must be during the initial Lease Term and after expiration of the sixtieth fourth (60th4th) full calendar month after Lease Year. In order to exercise the Relocation Termination Option, Tenant must fully and completely satisfy each and everyone of the following conditions: (a) Tenant must give Landlord written notice ("Termination Notice") of its exercise of the Termination Option, which Termination Notice shall specify the Termination Date (which date shall be within the “Effective parameters described in the immediately preceding sentence) and which Termination Date”), by giving Notice must be delivered to Landlord a written termination notice at least nine (the “Tenant’s Termination Notice”) on or before the date which is twelve (129) months prior to such Termination Date, (b) at the Effective time of the Termination Date Notice Tenant shall not be in default under this Lease after expiration of applicable cure periods, and by paying (c) concurrently with Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord simultaneously a termination fee ("Termination Fee") equal to the sum of (i) the unamortized balance, as of the Termination Date, of the (A) amount expended by Landlord in connection with the delivery design and construction of the Improvements pursuant to the Tenant Work Letter, and (B) brokerage commissions paid by Landlord in connection with this Lease, plus (ii) Fifty-Five Thousand Seven Hundred Forty-Four and 50/100 Dollars ($55,744.50). Amortization pursuant to subsection (i), above, shall be calculated on a seven (7) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of ten percent (10%) per annum. Upon written inquiry from Tenant’s Termination Notice, Landlord shall provide Tenant with Landlord's calculation of the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Landlord hereby grants to Tenant shall have the right (the “Termination Right”) a one-time option to terminate this Lease with respect to the Term entire (but not less than the entire) Leased Premises upon the end of the Lease, effective as fifth (5th) year of the expiration of the sixtieth Lease Term (60th) full calendar month after the Relocation Date (the “Effective Termination Date”)) with no less than nine (9) months prior written notice by Tenant of its exercise of the foregoing termination option provided any such written notice of termination shall be subject to payment by Tenant by a certified or cashier’s check, with said written notice, of the amount of the costs of all unamortized Tenant improvements, commissions and actual documented third party costs incurred by giving Landlord as a result of the termination. Landlord shall use a 10% discount rate in calculating such fees. Within thirty (30) days of the Lease Commencement, Landlord shall provide Tenant with a written statement of the termination notice (the “fees due with this Lease. Tenant’s exercise of the foregoing option to terminate this Lease is subject to the condition that Tenant is not in default under any of the terms, covenants or conditions of this Lease, with respect to a default for which notice has been given hereunder and is of a monetary nature or a default of a provision having a material effect upon the Leased Premises and which has not been remedied at the time that Tenant notifies Landlord of the exercise of this termination option or by the Termination Notice”) Date of such option. Tenant shall deliver the Leased Premises to Landlord on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously in accordance with the delivery terms and conditions of Tenant’s this Lease the same as if such Termination Notice, Date were the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days original expiration date of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease this Lease. Tenant shall terminate as of the Effective Termination Date and continue to pay Base Rent and other charges shall be apportioned as Additional Rent and keep, perform and observe all of said date. If Tenant fails timely to give the terms, covenants and conditions on Tenant’s Termination Notice or part to pay be kept, performed and observed as provided herein for the period between the date written notice of an election to terminate is given and the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VIDate. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Notwithstanding anything contained herein to the contrary, if at the time of the giving of the Termination Notice (as defined below) there are no uncured defaults by Tenant under the Lease, Tenant shall have the right (the “Termination Right”) an option to terminate the Term Lease in its entirety (the "Termination Option"), effective on the last day of Year 4 (the "Early Termination Date") by delivering its written notice of the Lease, effective as exercise of the expiration of the sixtieth (60th) full calendar month after the Relocation Date its option to terminate this Lease (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s "Termination Notice”") to Landlord on or before the date which is twelve (12) months last day of Year 3, and by timely paying the Termination Fee, as set forth below. The terms "Year 4" and "Year 3" are defined on the Rent Schedule set forth at Page 1, Insert 2 of the Rider to this Lease. If Tenant delivers its Termination Notice in accordance with the terms and conditions of this Paragraph 30 and timely pays the Termination Fee, then as of the Early Termination Date, this Lease shall terminate and Tenant shall be and remain liable for the payment to Landlord of all rent and other sums due or accrued and for the performance and keeping of all the covenants, agreements and obligations under the Lease to be performed, paid and kept by Tenant prior to the Effective Early Termination Date Date. In the event the Tenant fails to completely vacate the Premises and by paying surrender possession thereof to Landlord in accordance with the terms and conditions of this Lease on or prior to the Early Termination Date, such failure shall be treated as a holding over by Tenant and Landlord shall be entitled to all of its remedies therefor pursuant to the Lease. If Tenant exercises its option to terminate this Lease, Tenant shall simultaneously with the delivery to Landlord of the Termination Notice, deliver to Landlord a Termination Fee, payable in immediately available funds, in an amount equal to $2,138,456.57. If Tenant fails to pay the Termination Fee simultaneously with the delivery of Tenant’s the Termination Notice, Landlord may elect, upon notice given to Tenant, to declare the Termination FeeNotice null and void, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, continue in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further full force and effecteffect as if Tenant had not exercised this termination right. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant In addition to any other remedies contained here and notwithstanding anything to the contrary contained herein, Lessee shall have the right a one-time option to terminate this Lease (the “Termination RightOption”) in accordance with the following terms and conditions: a. If Lessee desires to terminate exercise the Term of the LeaseTermination Option, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a Lessee shall give Lessor irrevocable written termination notice (the “Tenant’s Termination Notice”) on or before of Lessee’s exercise of this Termination Option, which shall be mailed to the persons and address set forth in Article 44 and delivered in the manner set forth Article 44. The Termination Notice must be received by Lessor no later than the date which that is twelve (12) full months prior to the Effective Termination Date and by paying Date. TIME IS OF THE ESSENCE with respect to Landlord simultaneously with the delivery Lessor’s receipt of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received Notice and all other deadlines in this Article. b. If Lessee gives the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay Notice and complies with all the Termination Fee together with the delivery of Tenant’s Termination Noticeprovisions in this Article, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as at 11:59 p.m. on the last day of the Effective month during which the thirty eighth (38th) month anniversary of the Commencement Date occurs (the “Termination Date and Base Rent and other charges Date”). c. In consideration for Lessee’s termination of this Lease, Lessee shall be apportioned as of said date. If Tenant fails timely to give Tenant’s pay Lessor TWO HUNDRED FORTY-FOUR THOUSAND EIGHT HUNDRED SEVEN AND 00/100 DOLLARS ($244,807.00) (“Termination Fee”) simultaneously with the Termination Notice sent by Lessee to Lessor or within two (2) business days thereafter by wiring of funds to an account selected by Lessor. Upon Lessee’s request, Lessor shall provide Lessee with reasonable evidence of receipt of the Termination Notice and Termination Fee. d. Lessee’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination FeeDate, Tenant shall have no right to terminate survive the Term termination of the this Lease, pursuant to this Section VI. D. e. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) if at any time during the period on or after the thirty-sixth date of the Termination Notice, Lessee shall have received notice of an event of default of this Lease that remains uncured beyond any applicable grace period, then Lessor may elect, but is not obligated, to cancel and declare null and void Lessee’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Lessee’s exercise of the Termination Option. If Lessor does not cancel Lessee’s exercise of the Termination Option after Lessee’s default, Lessee shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date. If Lessor elects to declare Lessee’s exercise of the Termination Option null and void, then the Lessor shall apply the Termination Fee received by Lessor against all Fixed Basic Rent and Additional Rent due and payable by Lessee for the remainder of the Term. Any remaining Termination Fee being held by Lessor after applying the Termination Fee against all Fixed Basic Rent and Additional Rent payable by Lessee for the remainder of the Term shall be promptly refunded to Lessee. If Lessor elects to declare Lessee’s exercise of the Termination Option null and void as aforesaid, then Lessee shall continue to be responsible for all Fixed Basic Rent and Additional Rent payable by Lessee under this Lease (36thafter the application of the Termination Fee) calendar month following for the Relocation remainder of the Term as if the Termination Option had not been exercised and nothing contained herein shall relieve Lessee of any obligation to pay all Fixed Basic Rent and Additional Rent for the remainder of the Term. f. In the event Lessee exercises the Termination Option, Lessee covenants and agrees to surrender full and complete possession of the Premises to Lessor on or before the Termination Date vacant in accordance with Article 5 of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Lessee. g. If Lessee shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Lessee shall be deemed to be a holdover Lessee from and after the Termination Date, then Tenantand in such event all covenants and terms of Article 25 shall apply. Lessor may accept any such sums from Lessee without prejudice to Lessor’s right to evict Lessee from the Premises by any lawful means. h. If Lessee properly and timely exercises the Termination Right Option, the Lease as it applies to the Premises shall automatically become cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof. i. If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall be deemed null and void and neither Lessee nor any assignee or sublessee shall have the right to exercise such option during the term of no further force and effectsuch assignment or sublease. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided: (i) no Event of Default exists nor any condition exists that, as the result of notice previously given by Landlord and/or the passage of time, would constitute an Event of Default; (ii) this Lease is in full force and effect; (iii) Tenant shall have is the originally named Tenant or a Permitted Transferee; and (iv) Tenant has not expanded the Premises after the Commencement Date (other than in connection with the ROFO (as defined below) prior to the 56-month anniversary of the Commencement Date), ▇▇▇▇▇▇ has the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination RightOption”) ). “Termination Date” means the day immediately prior to terminate the Term 104th-month anniversary of the LeaseCommencement Date. If Tenant desires to exercise the Termination Option, effective as Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the expiration of the sixtieth Termination Option (60th) full calendar month after the Relocation Date (the “Effective Termination DateNotice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before no later than the date which that is twelve (12) 12 calendar months prior to the Effective Termination Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). “Termination Payment” means the sum of: the unamortized (amortized on a straight-line basis over the Initial Term with interest at 7%) amount as of the Termination Date of the following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and reasonable attorneys’ fees paid by paying Landlord; (ii) rent concessions; and (iii) any and all allowances to Tenant, including without limitation the Improvement Allowance (as defined in Exhibit C); provided, however, Tenant acknowledges and agree that Landlord may modify the amount of the Termination Payment in connection with ▇▇▇▇▇▇’s exercise of the ROFO. Tenant’s payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord simultaneously for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or ACH. Time is of the essence with respect to the delivery dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of Tenant’s the Termination Notice, up to and including the Termination FeeDate, as hereinafter defined. there is an Event of Default, then Landlord shall notify may elect, but is not obligated, by written notice to Tenant that Landlord has received to cancel and declare null and void Tenant’s exercise of the Termination Fee within five (5) Business Days Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with Option. As of the delivery of Tenant’s date Tenant delivers the Termination Notice, Tenant’s Termination Notice any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall be immediately terminate and are automatically, without further action required by any party, null and void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. of no force or effect. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then Option in accordance with this paragraph and Landlord has not negated the Term effectiveness of Tenant’s exercise of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, Option pursuant to this Section VI. D. Notwithstanding the foregoing, in this Lease and the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right Term shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request come to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.an end on the

Termination Option. A. Provided: (a) the Lease is then in full force and effect and (b) Tenant is not in Monetary Default under the Lease beyond applicable notice and cure periods, Tenant shall have the one time right (the “Termination Right”) and option to terminate the Term of the LeaseLease (“Termination Option”) effective June 30, effective as of the expiration of the sixtieth 2027 (60th) full calendar month after the Relocation Date (the “Effective Termination Date”). The Termination Option shall be exercised, if at all, by Tenant by giving written notice of the exercise to Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior no later than June 30, 2026. It shall be a condition to the Effective Termination Date and by paying to Landlord simultaneously with the delivery exercise of Tenant’s Termination Option that Tenant pay to Landlord a termination fee (“Termination Fee”) in the sum of (x) $3,534,441.52 , plus (y) three (3) months Base Rent, Taxes and Expenses payable by Tenant at the Termination Date. Notwithstanding the foregoing, in the event the Premises are expanded at any time during the Extended Term (pursuant to Tenant’s exercise of its rights under this Amendment or otherwise), part (x) of the Termination Fee shall be revised to add Landlord’s unamortized transaction costs with respect to the expansion space including Landlord’s brokerage costs, legal fees, construction allowances, and rent abatement, all amortized as of the expansion space rent commencement date through the Extended Term of this Lease with eight percent (8%) per annum interest, and part (y) of the Termination Fee shall be deemed to include Base Rent, Taxes and Expenses due for the Premises and the expansion space. Half of the Termination Fee shall be payable contemporaneously with Tenant’s transmittal to Landlord of the Termination Notice; the balance shall be payable no later than thirty (30) days prior to the Termination Date. At Tenant’s request, Landlord will provide information necessary to calculate the Termination Fee, as hereinafter defined. Landlord shall notify Provided Tenant that Landlord has received properly and timely exercises the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void Option and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate effective as of the Effective Termination Date, as if said Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, were set forth in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.Lease as

Termination Option. A. (a) Tenant shall have the right option to terminate this Lease (each a “Termination Option”) effective as of either the day immediately preceding the fifth (5th) year anniversary of the Commencement Date or the day immediately preceding the seventh (7th) year anniversary of the Commencement Date (each a “Termination Date”). Tenant must deliver written notice to Landlord of its intention to exercise its Termination Option no later than nine (9) months prior to either Termination Date (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination DateNotice”), by giving time being of the essence. Within ten (10) days after receipt of the Termination Notice Landlord will provide Tenant with a written calculation of the applicable termination notice fee (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall ”). The Termination Fee will be $714,175. C. If Tenant timely equal to the sum of all of Landlord’s unamortized transaction costs associated with the Premises, including but not limited to Landlord’s unamortized costs for Landlord’s Work, and properly exercises its Termination Right and pays to Landlord brokerage commissions plus a ten percent (10%) add-on factor (or a five percent (5%) add-on factor if the Termination Fee, then Date is the Term day immediately preceding the seventh (7th) year anniversary of the Lease shall terminate as Commencement Date). Within ten (10) days after receipt of the Effective Termination Date and Base Rent and other charges shall be apportioned as written notice of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right pay such amount to terminate the Term Landlord by certified or cashier’s check or by wire transfer. In such event, Tenant will vacate and surrender possession of the Lease, pursuant Premises to this Section VI. D. Notwithstanding Landlord on the foregoing, Termination Date in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then manner required under this Lease. Tenant’s failure to pay the Termination Right shall automatically become Fee within such ten (10) day period will cause the Termination Notice be null and void and of no further force or effect. Any attempt by Tenant to exercise its Termination Option by any method, at any time or in any circumstances other than as specifically set forth in this Section 21.25 will be null and effect. E. Upon void and of no force or effect at the prior written request sole option and discretion of Landlord. The Termination Option is reserved to Tenant and will not inure to the benefit of any assignees, sublessees, transferees, successors and/or assigns of Tenant (such request other than Permitted Transferees. Notwithstanding any exercise of the Termination Option by Tenant pursuant to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by lawthis Section 21.25, Tenant shall not disclose remain liable to Landlord for any and all Base Rent, Additional Rent and/or any other amounts and to perform any and all of Tenant’s obligations which accrue prior to the Termination Date but which become due on or after the Termination Date. (b) Furthermore, if at any time during the term of this Lease any applicable law or regulation in effect as of the date hereof changes or is enforced or interpreted differently by any governmental authority, and such change, enforcement or interpretation material and adversely effects the Tenant Enterprise (hereinafter defined), then Tenant may terminate this Lease by delivering three (3) months prior written notice of such termination to Landlord. A decline of fifty percent (50%) or more of the Tenant Enterprise’s gross revenue (determined based upon a comparison of nine (9) consecutive months in a calendar year compared to the same nine (9) consecutive months in the prior calendar year) shall be conclusive evidence of a material and adverse effect. Notwithstanding the foregoing, however, in the event of any such termination by Tenant, Tenant agrees to any third party except pay to TenantLandlord an amount equal to the sum of all of Landlord’s partners, lenders, accountants and attorneys who have been advised unamortized transaction costs associated with the Premises (calculated as of the confidentiality provisions contained herein and agree to be bound by the same.Table of Contents

Termination Option. A. Tenant shall have the has a one time right to terminate this Lease (the “Early Termination RightOption”) to terminate with such termination being effective at any point in time after the last day of the sixty second (62th) month of the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Early Termination Date”), by giving Landlord a at least nine months prior written termination notice (the “Tenant’s Early Termination Notice”), provided that: (1) on or before the date which is twelve Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (122) months prior to the Effective Termination Date and by paying Tenant pays to Landlord simultaneously with within ten days after the delivery of Tenant’s Early Termination Notice, a termination fee equal to the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received unamortized portion of the Termination Fee within five (5) Business Days of Landlord’s receipt thereofleasing costs, equal to be $30.00 per square foot for tenant improvements and $7.50 per square foot for leasing commission charges (i.e. broker fees and costs), based on amortizing such costs with interest thereon at the rate of 8% per annum, and a termination penalty equal to two months’ gross rent. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s right to exercise this Early Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For Option is conditioned on: (a) there being no uncured Event of Default at the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term time of exercise of the Early Termination Option or on the Early Termination Date; and (b) Tenant not having subleased or assigned its interest under the Lease shall terminate (other than to an Affiliate), as of the Effective date of exercise of the Early Termination Option or on the Early Termination Date. If this Early Termination Option is timely exercised, Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in accordance with the terms of this Lease and Base Rent and all other charges shall be apportioned terms will apply as if this Lease had expired according to its terms, including Tenant’s Share of said dateExpenses attributable to periods prior to the Early Termination Date at such time as such obligation is determined. If Tenant fails to timely to give Tenant’s Termination Notice or to pay the Termination Feenotice, Tenant shall will be deemed to have no waived its right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Section. This Early Termination Right shall automatically become is personal to Tenant (and not to any assignee or subtenant, other than an Affiliate) and may not be assigned, it being agreed such right is not appurtenant to the Premises or this Lease; upon a Transfer of the Lease by Tenant (other than to an Affiliate), this Section is null and void and of no further force and effectvoid. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the one-time right to terminate the Lease (the “Termination RightOption”) to terminate the Term of the Lease), effective as of the expiration of the sixtieth 11:59 p.m. Mountain Standard Time on November 30, [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (60thI) full calendar month after the Relocation Date IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] 2030 (the “Effective Termination Date”), by giving but solely upon and subject to all of the following terms and conditions: (i) Tenant must deliver to Landlord a written termination notice of Tenant’s election to exercise its Termination Option in accordance with this Section 7 (the “Tenant’s Termination Notice”) on or before by no later than November 30, 2029 (the date which is twelve “Termination Notice Deadline”); (12ii) months prior to the Effective Termination Date and by paying Tenant shall pay to Landlord a sum of [***] in cash (the “Termination Fee”), in accordance with the following schedule: (y) [***] shall be due simultaneously with the delivery of Tenant’s the Termination Notice, and (z) the Termination Feeremaining [***] shall be due by no later than November 23, as hereinafter defined2029. Landlord shall notify Any failure by Tenant that Landlord has received to timely pay any portion of the Termination Fee within when due shall constitute an automatic Event of Default under the Lease beyond any applicable notice and cure period and further shall, at Landlord’s option exercisable by written notice to Tenant delivered no later than five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay days following such failure, terminate the Termination Fee together with the delivery of Option and render Tenant’s Termination Noticeexercise thereof void and of no further force or effect, Tenant’s in which event the expiration date of the Lease shall revert to the Expiration Date (as herein amended). (iii) The Termination Notice shall be void irrevocable, and ineffectiveany portion of the Termination Fee delivered to Landlord shall be deemed to be earned by Landlord and nonrefundable to Tenant. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. (iv) If Tenant timely terminates pursuant to the foregoing terms and properly exercises its Termination Right and pays to Landlord the Termination Feeconditions, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely in addition to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no remain obligated to pay all Rent and all other sums due under the Lease and comply with all other terms and conditions of the Lease, through the Termination Date, and any obligations of Tenant which survive termination of the Lease shall survive any such termination as if the Termination Date were the scheduled Expiration Date under the Lease. (v) If Tenant terminates pursuant to the foregoing terms and conditions, then on or before the Termination Date, Tenant shall vacate the Premises and surrender possession thereof in accordance with the terms of the Lease, excepting normal wear and tear and casualty, to Landlord and shall pay to Landlord all unpaid Rent due to Landlord for all time periods up to and including the Termination Date. (vi) An Event of Default, beyond any applicable notice and cure period, must not be outstanding as of the date of Tenant’s delivery of the Termination Notice or as of the Termination Date. In the event that an Event of Default is then occurring under the Lease (beyond any applicable cure periods) Tenant’s right to terminate the Term Lease as set forth herein shall, at Landlord’s option, be terminated and extinguished without limitation on any remedies available to Landlord as to any defaults. (vii) The termination right set forth in this Section 7 is personal to the named Tenant on the Lease (or its successors or assigns). If, whether before or after the delivery of the Termination Notice, Tenant assigns all or any part of the Lease or sublets any part of the Premises [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] in violation of the terms of the Lease, pursuant Tenant’s right to this Section VI. D. Notwithstanding terminate the foregoing, Lease as set forth herein shall automatically terminate and be null and void. If such assignment or sublease in violation of the event Tenant exercises its Right terms of First Offer (as defined below) at any time the Lease occurs after the thirty-sixth (36th) calendar month following delivery of the Relocation Termination Notice, the Termination Fee shall be retained by Landlord and deemed earned by Landlord. Additionally, as of the date of the Termination Notice and the Termination Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose have entered into any amendment to the same to Lease after the date of this Fourteenth Amendment extending the Lease Term or expanding or contracting the Premises. (viii) The obligations of Tenant under this Section 7 shall survive any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised expiration or termination of the confidentiality provisions contained herein Lease. (ix) Landlord and Tenant acknowledge and agree that except as set forth herein, Tenant shall have no further rights under the Lease to be bound by terminate the sameLease prior to the Expiration Date (as herein amended).

Termination Option. A. Tenant Subtenant shall have the right a one-time option to terminate this Sublease (the “Termination RightOption”) to terminate the Term of the Lease, be effective as of the expiration fifth (5th) anniversary of the sixtieth (60th) full calendar month after the Relocation Commencement Date (the “Effective Early Termination Date”), subject to the terms and conditions of this Section 3. The Termination Option shall be exercised by giving Landlord a Subtenant, if at all, by providing prior written termination notice to Sublandlord of Subtenant’s election to terminate the Sublease (the “Tenant’s Termination Notice”) on or before the date which is not less than twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously fifth (5th) anniversary of the Commencement Date, together with the delivery payment of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any within the time after period specified in this Section 3. Within thirty (30) days of receipt of the thirtyTermination Notice, Sublandlord shall notify Subtenant of the exact amount of the termination payment to be made by Subtenant, which shall be equal to the sum of (i) the unamortized lease commissions and Allowance actually paid by Sublandlord for the entirety of the Sublease Premises, including the Expansion Space, calculated on a straight-sixth line, non-interest basis over the entire Term as if the same had expired on the scheduled Expiration Date set forth in Section 2(a), and (36thii) calendar month following Two Million Eighteen Thousand Dollars ($2,018,000) (the Relocation “Termination Fee”). Subtenant shall pay the Termination Fee to Sublandlord not later than ninety (90) days prior to the Early Termination Date. At Sublandlord’s election in its sole and absolute discretion, then Tenant’s the Termination Right Option shall automatically become null and be void and of no further force and effect. E. Upon effect if Subtenant is in default beyond any applicable notice and cure period under this Sublease at the prior written request time of Tenant providing the Termination Notice or on the Early Termination Date. Within thirty (such request 30) days after receipt of the Termination Fee, Sublandlord and Subtenant shall enter into an amendment to this Sublease to amend the Expiration Date to be made not more frequently than once every six the Early Termination Date. The Termination Option is personal to New Century Mortgage Corporation and any Permitted Transferee (as defined in Section 6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease and may not otherwise be assigned or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sametransferred.

Termination Option. A. Section 3.1 of the Second Amendment shall continue to apply to the Additional Vivarium Premises (as defined in the Second Amendment). Notwithstanding anything to the contrary in the Lease, Tenant shall have the right to terminate the Lease, but only with respect to the Second Additional Vivarium Premises (and no less than all of the Second Additional Vivarium Premises), by providing written notice (the “Second Additional Vivarium Termination RightNotice”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth Landlord at least sixty (60th60) full calendar month after the Relocation Date days prior to Tenant’s desired termination date (the “Effective Second Additional Vivarium Termination Date”), by giving Landlord a written termination notice (which Second Additional Vivarium Termination Date shall be set forth in the “Tenant’s Second Additional Vivarium Termination Notice”. Subject to (a) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s timely receipt thereof. If Tenant does not pay of the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Second Additional Vivarium Termination Notice shall be void and ineffective. B. For (b) Tenant surrendering the purposes hereofSecond Additional Vivarium Premises in the condition required under the Lease (including, the “Termination Fee” shall be $714,175. C. If Tenant timely without limitation, Section 18.2 and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term Article 26 of the Lease shall terminate Lease), then, as of the Effective Second Additional Vivarium Termination Date Date, the Lease with respect to the Second Additional Vivarium Premises shall terminate and Base Rent be of no further force or effect, and other charges Landlord and Tenant shall be apportioned as relieved of said datetheir respective obligations under the Lease with respect to the Second Additional Vivarium Premises from and after the Second Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Second Additional Vivarium Premises for the period up to and including the Second Additional Vivarium Termination Date. If The termination right granted to Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null terminate and void and be of no further force and effect. E. Upon or effect in the prior written request event that (y) Tenant assigns, subleases or otherwise Transfers the Second Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of Tenant (such request to be made not more frequently than once every six (6) monthsthe Original Lease), Landlord shall inform or (z) Tenant’s right to possession of the Second Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Tenant and any Permitted Transferees, and may not be exercised by any other assignee, sublessee or transferee of office space Tenant’s or a Permitted Transferee’s interest in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. Notwithstanding anything to the contrary in the Amended Lease, Tenant shall have the right to terminate the Amended Lease (except for those terms that, by their express provisions, survive the expiration or earlier termination thereof), but only with respect to the Additional Vivarium Premises, by providing written notice (the “Additional Vivarium Termination RightNotice”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth Landlord at least sixty (60th60) full calendar month after the Relocation Date days prior to Tenant’s desired termination date (the “Effective Additional Vivarium Termination Date”), by giving Landlord a written termination notice (which Additional Vivarium Termination Date shall be set forth in the “Tenant’s Additional Vivarium Termination Notice”. Subject to (a) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s timely receipt thereof. If Tenant does not pay of the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Additional Vivarium Termination Notice shall be void and ineffective. B. For (b) Tenant surrendering the purposes hereofAdditional Vivarium Premises in the condition required under the Amended Lease, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Feethen, then the Term of the Lease shall terminate as of the Effective Additional Vivarium Termination Date Date, the Amended Lease with respect to the Additional Vivarium Premises shall terminate and Base Rent be of no further force or effect, and other charges Landlord and Tenant shall be apportioned as relieved of said datetheir respective obligations under the Amended Lease with respect to the Additional Vivarium Premises from and after the Additional Vivarium Termination Date, except with respect to those obligations set forth in the Amended Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Amended Lease with respect to the Additional Vivarium Premises for the period up to and including the Additional Vivarium Termination Date. If The termination right granted to Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null terminate and void and be of no further force and effect. E. Upon or effect in the prior written request event that (y) Tenant assigns, subleases or otherwise Transfers the Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of Tenant (such request to be made not more frequently than once every six (6) monthsthe Original Lease), Landlord shall inform or (z) Tenant’s right to possession of the Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Tenant and any Permitted Transferees, and may not be exercised by any other assignee, sublessee or transferee of office space Tenant’s or a Permitted Transferee’s interest in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameAmended Lease.

Termination Option. A. Notwithstanding anything to the contrary contained in the Lease, as amended herein, Tenant shall have the right one-time option (the “Termination RightOption”) to terminate the Term of the Lease, as amended herein, effective as of the expiration last day of the sixtieth (60th) full calendar month after of the Relocation Date Sixth Extension Term (the “Effective Termination Date”), by giving providing Landlord a with written termination notice of such Termination Option election (the “Tenant’s Termination Notice”) ). Such Termination Notice shall be effective only if it is given to Landlord on or before the date which is twelve last day of the fifty-first (1251st) months full calendar month of the Sixth Extension Term (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Effective Termination Date Notice Deadline, this Termination Option shall expire and by paying be of no further force or effect, and Tenant shall have no right or option to Landlord simultaneously with terminate this Lease pursuant to this Paragraph 10 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Paragraph 10, in addition to Tenant’s delivery of Tenant’s its Termination Notice, the Termination Fee, as hereinafter defined. Tenant must have delivered to Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s its Termination Notice shall be void and ineffective. B. For the purposes hereofan amount as a termination fee (collectively, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays ”) equal to Landlord the Termination Fee, then the Term sum of the Lease shall terminate as (i) one (1) months of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building Additional Rent that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who would have been advised of in effect during the confidentiality provisions contained herein and agree to be bound by the same.month

Termination Option. A. Landlord grants to Tenant shall have the right (the “Termination Right”) option to terminate the Term of the LeaseLease (“Termination Option”), effective as of the expiration of the sixtieth (60th) full calendar month any date after the Relocation Date fifth Lease Year (the “Effective Termination Date”), by giving Landlord a provided that (i) at the time the Termination Option is exercised and at all times thereafter, the Lease is in full force and effect and no Default exists; (ii) Tenant delivers written notice of termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve to Landlord not less than two hundred seventy (12270) months days prior to the Effective intended Termination Date (which intended Termination Date shall be specified in such written notice); (iii) all Base Rent, Additional Rent and by paying to Landlord simultaneously with any other amounts payable under the delivery Lease shall be paid through and apportioned as of Tenant’s Termination Notice, the Termination FeeDate; (iv) Tenant shall have paid to Landlord, at the times specified below, (a) the “Unamortized Amount,” as defined herein, of (x) Landlord’s Work and (y) the brokerage commissions paid by Landlord for the negotiation and consummation of this Lease, together with interest on (a) and (b) above (collectively, “Transaction Costs”), at the rate of ten percent (10%) per annum, from the date when first paid or credited. The term “Unamortized Amount,” as used in this Article 37, shall mean that portion of the Transaction Costs which remains unamortized as of the Termination Date, based upon a full amortization on a straight-line basis over a term of sixty (60) months, as hereinafter defined. Landlord shall notify Tenant that Landlord has received shown on the Termination Fee within five amortization schedule attached as Exhibit E hereto and made a part hereof; and (5b) Business Days an amount equal to the aggregate of Landlord’s receipt thereof. If Tenant does not pay two (2) months’ of Base Rent and Additional Rent at the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereofthen-current rates (collectively, the “Termination Fee” ”). The Termination Fee shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays paid to Landlord with the Termination FeeNotice; (v) Tenant shall surrender the Premises in the condition required under the Lease; and (vi) neither party shall have any rights, then the Term of liabilities or obligations under the Lease shall terminate as of for the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay period accruing after the Termination FeeDate, Tenant shall have no right to terminate except those which, by the Term provisions of the Lease, pursuant expressly survive the termination of the term of the Lease. Upon the timely and valid exercise of the Termination Option, the Termination Option shall be self-operative and no additional agreement between Landlord and Tenant shall be necessary to this Section VI. D. Notwithstanding effectuate such termination; provided, however, Landlord and Tenant shall, for their mutual convenience, execute a termination agreement prior to the foregoing, in Termination Date. The Termination Option is personal to Tenant and under no circumstances whatsoever shall any assignee or sublessee of Tenant have any right to exercise the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Termination Option. Tenant’s Termination Right rights under this Article 37 shall automatically become be null and void and of no further force and effect. E. Upon or effect if (i) the prior written request Lease or Tenant’s right to possession of the Premises is terminated; (ii) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises; or (such request iii) Tenant fails to be made not more frequently than once every six (6) months)timely exercise the Termination Option under this Article 37, Landlord shall inform Tenant time being of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except essence with respect to Tenant’s partners, lenders, accountants and attorneys who have been advised exercise of the confidentiality provisions contained herein Termination Option and agree with respect to be bound by the sameall other time frames set forth in this Article 37.

Termination Option. A. Tenant shall have the a one-time right to terminate this Lease effective any time after August 31, 2015 (the “Termination RightOption”), subject to the following terms and conditions: (a) to terminate Tenant shall not be in default of any of the Term terms of the Lease, effective as amended hereby, beyond any applicable notice and cure periods as of the expiration date of Tenant’s exercise of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on Option or before the date upon which the termination is twelve to be effective; and (12b) Tenant shall provide to Landlord written notice of its intent to exercise the Termination Option no less than nine (9) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery effective date of Tenant’s termination (“Termination Notice”); and (c) Tenant shall pay a termination fee equal to one month’s Base Rent and Additional Rent (as of the month of the effective date of termination), plus any unamortized Allowance and Additional Allowance (if applicable) and leasing commissions paid by Landlord in connection with this Third Amendment (collectively, the “Termination Fee”). The Allowance, as hereinafter definedAdditional Allowance and leasing commissions shall be amortized on a straight-line basis over the Extension Term at a rate of interest equal to eight percent (8%) per annum. Landlord shall notify Tenant that Landlord has received in writing of the total amount of the Termination Fee within five fifteen (515) Business Days days of its receipt of the Termination Notice, and Tenant shall pay such fee within (30) days of its receipt of Landlord’s receipt notice thereof. If ; and (d) Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or continue to pay the Termination Fee, Tenant shall have no right to terminate the Term of rent due and payable under the Lease, pursuant as amended hereby, to this Section VIthe effective date of termination, and the foregoing Termination Fee is in addition thereto. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. (a) Subject to the terms and provisions of this Section 6, Tenant shall have and is hereby granted the right one-time option (the “Termination RightOption”) to terminate the Term Lease, which termination, at Tenant’s election, shall apply to (i) the Premises in their entirety or (ii) only one (1) full floor of the LeasePremises (which floor shall be selected by Tenant, effective provided that the floor chosen by Tenant must be either the highest or lowest floor of the Premises then-leased by Tenant in the Building), as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date July 31, 2025 (the “Effective Early Termination Date”), which Termination Option shall be exercised by giving Tenant, if at all, as follows: (i) Tenant shall deliver binding written notice to Landlord a written termination notice of Tenant’s exercise of such Termination Option (the “Tenant’s Termination Notice”) on or before no later than July 31, 2024 (the “Termination Option Exercise Date”); and (ii) Tenant shall pay to Landlord a termination fee (the “Termination Fee”) equal to the then-unamortized costs and expenses of Landlord in connection with the Lease and any amendments (including the addition of any Offer Space) including the leasing commissions, Abated Rent, the Improvement Allowance, the Planning Allowance and three (3) months’ worth of Base Rent, Operating Cost Share Rent and Tax Share Rent as of the date which the Tenant’s Termination Notice is twelve given. For purposes of calculating the Termination Fee, the leasing commissions, Abated Rent, the Improvement Allowance and the Planning Allowance shall be amortized on a straight-line ten (1210) months prior year (or shorter period with respect to any Offer Space, as applicable) basis at eight percent (8%) per year. The calculation of the Effective Termination Date Fee is more particularly described in Exhibit “B” attached hereto and by paying to Landlord simultaneously incorporated herein. The entirety of the Termination Fee shall be due and payable with the delivery of Tenant’s Termination Notice. (b) Except in connection with a transfer to a Permitted Transferee, the Termination FeeOption is personal to Tenant and may not be exercised by or for the benefit of, nor shall such Termination Option extend to, any assignee, subtenant or any other party. It shall be a condition of Tenant’s right to exercise the Termination Option that no default is then-continuing under any of the terms, covenants, or conditions of the Lease as hereinafter defined. Landlord shall notify Tenant that Landlord has received of the Termination Option Exercise Date or the Early Termination Date (including, without limitation, the timely submission of the Termination Fee within five (5as aforesaid) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void beyond any applicable notice and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said datecure period. If Tenant fails to timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to further rights under this Section VI6. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Notwithstanding anything to the contrary contained herein, Tenant shall have the right option to terminate the Lease (“Termination Option”) in accordance with the following terms and conditions: a. If Tenant desires to exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Landlord no later than the date that is two hundred and seventy (270) days prior to the Termination Date (as defined below) elected by Tenant in such Termination Notice, and which Termination Notice may be delivered to Landlord no earlier than July 1, 2023. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article. b. If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease shall terminate at 11:59 p.m. on the date specified by Tenant in the Termination Notice (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (but in no event shall the “Termination Date be earlier than March 31, 2024 regardless of the date that the Termination Notice is delivered. c. Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Notice”) Date, shall survive the termination of this Lease. d. Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease, beyond any applicable notice and cure periods, then Landlord may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option. e. In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Premises to Landlord on or before the date which is twelve (12) months prior to the Effective Termination Date vacant, broom-clean, in good order and by paying to Landlord simultaneously condition, and, in accordance with the delivery provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant’s Termination Notice, . f. If Tenant shall fail to deliver possession of the Premises on or before the Termination FeeDate in accordance with the terms hereof, as hereinafter defined. Landlord Tenant shall notify be deemed to be a holdover Tenant that Landlord has received from and after the Termination Fee within five (5) Business Days Date, and in such event all covenants and terms of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term Article 19 of the Lease shall terminate as apply, except that the 150% figure in Article 19 of the Effective Lease shall be increased to 200%. Tenant shall also be liable to Landlord for all costs and expenses incurred by Landlord in securing possession of the Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means. g. Subject to Landlord’s right to cancel and declare null and void Tenant’s exercise of the Termination Option pursuant to Section 3.10 d. above, if Tenant properly and timely exercises the Termination Option, the Lease shall cease and expire on the Termination Date with the same force and Base Rent effect as if said Termination Date were the date originally provided in this Lease, as modified by this 5th Amendment, as the Expiration Date of the Term hereof. h. If the Tenant under the Lease assigns its interest in the Lease: then, from and other charges after the date of such assignment, the Termination Option shall be apportioned deemed null and void, and neither Tenant nor the assignee shall have the right to exercise such Termination Option, provided, however, that Landlord and Tenant agree that an event that is deemed to be a Permitted Transfer pursuant to Section 6(c) of the Original Lease (as amended as provided in Section 3.11B below), shall not result in the loss of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination FeeOption, Tenant which Termination Option shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, continue in the event Tenant exercises its Right of First Offer (as defined below) full force and effect and may be exercised at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effectany such occurrence. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right one-time option to terminate this Lease effective at any time after the completion of the fifth (5th) full Lease Year, subject to the terms and conditions hereof (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination DateOption”). Tenant shall exercise the Termination Option, if at all, by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is not less than twelve (12) months prior to written notice (the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s “Termination Notice, the Termination Fee, as hereinafter defined. Landlord ”) and such exercise shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereofbe irrevocable. If Tenant does not pay exercises the Termination Fee together with Option as set forth herein, Tenant shall pay Landlord a termination payment in an amount equal to: (i) the delivery sum of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For $300,000.00 as reduced by $12,500 for each full calendar month following the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term expiration of the fifth (5th) full Lease shall terminate Year until the effective date of such termination (e.g., if the termination was effective as of the Effective Termination Date and Base Rent and other charges shall last day of the fifth (5th) full Lease Year the sum would be apportioned $300,000.00 but if effective as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term last day of the Leasesixth (6th) full Lease Year the sum would be $150,000.00), pursuant to this Section VI. D. Notwithstanding plus (ii) the foregoing, in remaining unamortized amount of the event Tenant exercises its Right of First Offer Transactions Costs (as defined below) at any time as of the effective date of such termination (collectively, (i) and (ii), the “Termination Payment”). As used herein, the term “Transaction Costs” shall mean the full amount of the brokerage commission(s) and reasonable attorneys’ fees and costs incurred and/or paid by Landlord in connection with this Lease, along with the full amount of the (x) Tenant Improvement Allowance (as defined below), and (y) the Level 400 Lab Space Allowance (as defined below), as both shall have been amortized as of the effective termination date on a straight line basis over the Initial Lease Term, together with an interest factor equal to ten percent (10%). The Termination Payment shall be paid by Tenant within one hundred eighty (180) days after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s delivery of the Termination Right Notice but, at Landlord’s option, in no event shall automatically become null the Lease terminate unless and void until the Termination Payment has been paid and all of no further force Tenant’s payments and effect. E. other obligations under this Lease through and including the date of such termination have been fully satisfied and performed, including, without limitation, all of Tenant’s yield-up and surrender obligations under the Lease, including, without limitation, Sections 10.07 and 10.08 below, as and to the extent required under this Lease. Upon Tenant’s payment of the prior written request Termination Payment and satisfaction of Tenant (such request to be made not more frequently than once every six (6) months)its obligations as required, Landlord this Lease shall inform Tenant of office space expire on the date specified in the Building that is currently available Termination Notice with the same effect as if such date were the date originally specified herein for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameTerm hereof.

Termination Option. A. Notwithstanding anything to the contrary contained herein, Lessee shall have a one-time option to surrender the Premises (“Termination Option”) in accordance with the following terms and conditions: a) If Tenant desires to exercise the Termination Option, Tenant shall have the right (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving give Landlord a irrevocable written termination notice (the “Tenant’s Termination Notice”) on or before of Tenant’s exercise of this Termination Option, which Termination Notice must be received by Landlord no later than the date which that is twelve (12) full months prior to the Effective Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article. b) If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate at 11:59 p.m. on the last day of the month during which the day prior to the one hundred third (103rd) month anniversary of the Commencement Date occurs (the “Termination Date”). c) In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord the then unamortized costs and expenses incurred by paying Landlord in connection with this Lease including but not limited to Landlord the cost of the Work, brokerage commissions and rent concessions as same shall be amortized (together an interest factor of 8% per annum) over the Term (“Termination Fee”). Such Termination Fee shall be paid simultaneously with the delivery of Termination Notice sent by Tenant to Landlord. d) Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination NoticeDate, shall survive the termination of this Lease. e) Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease beyond the expiration of any applicable notice and cure period, then Landlord may elect, but is not obligated, to: (i) cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option; and/or (ii) retain the Termination Fee as a credit against any and all damages and expenses related directly or indirectly to Tenant’s default under the Lease and apply any remaining balance of the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received if any, towards the next payments of Fixed Basic Rent or Additional Rent then coming due until the Termination Fee within five (5) Business Days of Landlord’s receipt thereofis fully expended. If Tenant Landlord does not pay cancel Tenant’s exercise of the Termination Fee together with the delivery of Option after Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Feedefault, Tenant shall have no right to terminate cure any default within the Term period of time specified in this Lease and this obligation shall survive the Lease, pursuant to this Section VITermination Date. D. Notwithstanding the foregoing, in f) In the event Tenant exercises its Right the Termination Option, Tenant covenants and agrees to surrender full and complete possession of First Offer (as defined belowthe Premises to Landlord on or before the Termination Date vacant, broom-clean, in good order and condition, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant. g) at any time If Tenant shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Tenant shall be deemed to be a holdover Tenant from and after the thirty-sixth (36th) calendar month following the Relocation Termination Date, then Tenantand in such event all covenants and terms of Article 19 shall apply and shall also be liable to Landlord for all costs and expenses incurred by Landlord in securing possession of the Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means. h) If Tenant properly and timely exercises the Termination Right Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall automatically become cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof. i) If this Lease has been assigned or all or a portion of the Premises has been sublet, other than in accordance with a Permitted Transfer, this Termination Option shall be deemed null and void and of no further force and effectneither Tenant nor any assignee or subtenant shall have the right to exercise such option. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided: (i) Tenant shall have is not currently in default of the Lease; (ii) the Lease is in full force and effect and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant has the right (the “Termination Right”) to terminate the Term Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the Lease, effective as following terms and conditions (“Termination Option”). The “Termination Date” means the last day of the expiration of the sixtieth (60th) 67th full calendar month after the Relocation Date Full Rent Start Date. If Tenant desires to exercise the Termination Option, Tenant must give to Landlord irrevocable written notice of Tenant’ s exercise of the Termination Option (the “Effective Termination DateNotice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before no later than the date which that is twelve (12) 12 months prior to the Effective Termination Date Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” means the sum of the unamortized (amortized on a straight-line basis with interest at 8%) amount of the following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by paying Landlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the Premises, including without limitation the Leasehold Improvements, plus any and all allowances to Tenant, including without limitation the Improvement Allowance. All costs associated with the Landlord's Base Building Work shall not be included in the calculation of the Termination Payment. Landlord shall provide the calculation of the Termination Payment in the COLT. If such calculation is not provided in the COLT then Tenant shall not be obligated to pay the Termination Payment at die time Termination Notice is provided but shall make such payment within thirty (30) after receipt of such calculation in accordance with the terms of this Amendment. Tenant’s payment of the Termination Payment is a condition precedent to the termination of the Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord simultaneously for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the delivery dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of Tenant’s the Termination Notice, up to and including the Termination FeeDate, as hereinafter defined. Tenant is in monetary default of the Lease, beyond any applicable notice and cure period, then Landlord shall notify may elect, but is not obligated, by written notice to Tenant that Landlord has received to cancel and declare null and void Tenant's exercise of the Termination Fee within five (5) Business Days Option, in which case the Lease shall continue in full force and effect for the full Term unaffected by Tena▇▇’ ▇ exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with Option. As of the delivery of Tenant’s date Tenant delivers the Termination Notice, Tenant’s Termination Notice shall be any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease immediately terminate and are automatically, without further action required by any party, null and void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. of no force or effect. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then Option in accordance with this paragraph and Landlord has not negated the Term effectiveness of Tenant’s exercise of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, Option pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (Lease and the Term shall come to an end on the Termination Date with the same force and effect as defined below) at any time after if the thirty-sixth (36th) calendar month following Term were fixed to expire on such date, the Relocation Expiration Date shall be the Termination Date, then Tenant’s Termination Right shall automatically become null and void the terms and provisions of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised Section 18 of the confidentiality provisions contained herein and agree to be bound by the sameOriginal Lease shall apply.

Termination Option. A. (a) Tenant shall have the a conditional right to terminate this Lease (the “Termination RightOption”) to terminate the Term of the Lease, effective as of the expiration last day of the sixtieth fifth (60th5th) Lease Year (as such term is defined in Paragraph 7) or at any time thereafter, subject to the satisfaction of all of the following conditions: (i) Tenant notifies Landlord in writing of Tenant’s election to exercise its Termination Option (the “Termination Notice”) at least four (4) full calendar month after the Relocation Date months prior to Tenant’s desired early termination date, which Termination Notice must specify Tenant’s desired early termination date (the “Effective Early Termination Date”), by giving Landlord a written termination notice ; (ii) at the “time of Tenant’s Termination Notice”Notice and as of the Early Termination Date, there is no default by Tenant under the Lease beyond any applicable notice and cure period; (iii) on or before at the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery time of Tenant’s Termination Notice, Tenant has not exercised the Termination FeeRenewal Option granted in Paragraph 9 above; and (iv) Tenant pays to Landlord, as hereinafter defined. Landlord shall notify Tenant that Landlord has received Additional Rent under the Lease, the Termination Fee (as defined below), which Termination Fee must be paid to Landlord within five twenty (520) Business Days days after Tenant delivers the Termination Notice. (b) The Termination Fee shall be equal to the unamortized portion of the Landlord’s receipt thereofCosts as of the Early Termination Date. For the purpose of determining the unamortized portion of the Landlord’s Costs, all such Landlord’s Costs, along with interest thereon at eight percent (8%) per annum, will be amortized on a straight line basis in equal monthly installments over the period beginning on the End Date and ending on the Extension Term Expiration Date. (c) If Tenant does not pay properly exercises the Termination Fee together with Option and the delivery of Tenant’s Termination Noticeconditions applicable thereto have been satisfied, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of be deemed terminated on the Effective Early Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination FeeDate, Tenant shall have no right return possession of the Premises to terminate Landlord in broom clean condition and in accordance with the Term terms of the Lease, pursuant to this Section VI. D. Notwithstanding and the foregoing, in parties respective rights and obligations under the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right Lease shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, andterminate, except as required for those obligations which accrue prior to such Early Termination Date and those rights and obligations which expressly, or by lawtheir nature, survive the termination of the Lease (including all indemnification obligations). If Tenant properly exercises the Termination Option and subsequently fails to timely and properly vacate the Premises and return possession thereof to Landlord on or before the Early Termination Date, Tenant shall not disclose be deemed to be holding over in the same Premises, which holdover shall be subject to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised the holdover provisions of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. Tenant shall have the right to accelerate the Termination Date (“Early Termination Option”) of the Lease, with respect to the entire Premises only, to the last day of the 60th full calendar month of the Term (the “Accelerated Termination RightDate”), if: 1. Tenant is not in default under the Lease at the date Tenant provides Landlord with an Early Termination Notice (hereinafter defined); and 2. No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and 3. The Lease has not been assigned by Tenant; and 4. Landlord receives notice of early termination (“Early Termination Notice”) no later than the last day of the 51st full calendar month of the Term; 5. Tenant has not exercised its Renewal Option under Section 2 above; and 6. Landlord is unable to terminate provide additional space within the Project to meet Tenant’s expansion needs. Landlord shall be deemed to have such additional space if it has, or will have, space available on any floor of the Project that is approximately the same size as the space Tenant desires to expand into within 6 months of the proposed commencement of such expansion. B. If Tenant exercises its Early Termination Option, Tenant, simultaneously with delivery of the Early Termination Notice, shall pay to Landlord an amount equal to the sum of (a) two (2) multiplied by the monthly Base Rent due for the month after the month in which the Accelerated Termination Date is contained, plus (b) the unamortized portion of any concessions, commissions, allowances, legal fees, or other expenses incurred by Landlord in connection with the Lease (collectively, the “Early Termination Fee”) as a fee in connection with the acceleration of the Termination Date and not as a penalty, provided that the Early Termination Fee shall be increased by an amount equal to the unamortized portion of any concessions, commissions, allowances, legal fees, and other expenses incurred by Landlord in connection with any additional space leased by Tenant (or in connection with any exercise of Tenant’s Conversion Option) that is subject to acceleration hereunder. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though b▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. The “unamortized portion” of any of the foregoing shall be determined using an interest rate of 8% per annum, and shall be deemed to be fully amortized on the last day of the 89th full calendar month of the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely Tenant, subsequent to providing Landlord with an Early Termination Notice, defaults in any of the provisions of the Lease (including, without limitation, failure to pay the Early Termination Fee due hereunder), Landlord, at its option, may (i) declare Tenant’s exercise of the Early Termination Option to be null and properly exercises its void, and any Early Termination Right and pays Fee paid to Landlord shall be returned to Tenant, after first applying such Early Termination Fee against any past due Rent under the Lease, or (ii) continue to honor Tenant’s exercise of its Early Termination FeeOption, then in which case Tenant shall remain liable for the payment of the Early Termination Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date even though b▇▇▇▇▇▇▇ for such may occur subsequent to the Accelerated Termination Date. D. As of the date Tenant provides Landlord with an Early Termination Notice, any unexercised rights or options of Tenant to renew the Term of the Lease shall terminate or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding tenant improvement allowance not claimed and properly utilized by Tenant in accordance with the Lease as of the Effective Termination Date such date, shall immediately be deemed terminated and Base Rent and other charges shall be apportioned as no longer available or of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and or effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right one-time option to terminate the Lease (the “Termination RightOption”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth date that is thirty-six (60th36) full calendar month months after the Relocation Extension Term Commencement Date (such date, the “Effective Termination Date”), by giving subject to the terms, conditions and provisions of this Section. 6.1 The Termination Option is conditional upon Tenant delivering to Landlord a written termination notice of Tenant’s election to exercise the Termination Option (the “Tenant’s Termination Notice”) on or before the date which that is twelve nine (129) months prior to the Effective Termination Date (such date, the “Exercise Date”). Tenant shall not be deemed to have exercised the Termination Option unless and by paying until Tenant has delivered the Termination Notice to Landlord simultaneously with Landlord. Time shall be of the delivery of essence as to Tenant’s Termination Notice, exercise of the Termination Fee, as hereinafter definedOption. Tenant acknowledges that it would be inequitable to require Landlord shall notify Tenant that Landlord has received to accept any exercise of the Termination Fee within five (5) Business Days Option after the Exercise Date. Any attempted exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with Option after the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice Exercise Date shall be void and ineffectiveof no force or effect. B. For 6.2 In the purposes hereofevent that Tenant exercises the Termination Option, the “Termination Fee” Tenant shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays required to pay to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer Fee (as defined below) on or before the Termination Date. The “Termination Fee” means an amount equal to the sum of (a) One Hundred Seventy-Six Thousand Seven Hundred Fifty-Nine and 22/100 Dollars ($176,759.22), plus (b) the unamortized amounts (as of the Termination Date) of (i) all leasing commissions paid by Landlord in connection with this Amendment, and (ii) the TI Allowance (as defined below). The amounts in Subsection 6.2(b)(i) and (ii) shall be calculated by amortizing the same at any time after eight percent (8%) per annum commencing on the thirty-sixth (36th) calendar month following Extension Term Commencement Date and ending on the Relocation Term Expiration Date). If Tenant fails to pay, or is late in paying, the Termination Fee to Landlord, then Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including the right to interest and the right to assess a late charge), and for purposes of any litigation instituted with regard to such amounts the same shall be considered Rent. Tenant’s obligation to pay the Termination Right Fee shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon survive the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised or earlier termination of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. (A) Subject to the terms of this Section 1.6, Tenant shall have the right option (the “"Termination Right”Option") to terminate this Lease with respect to all or a portion of the Premises (the entire Premises, or, if Tenant elects to terminate this Lease with respect to less than all of the Premises, the portion of the Premises for which Tenant elects to terminate this Lease, being referred to herein as the "Terminated Space") effective as of the day prior to the day that is the tenth (10th) anniversary of the Rent Commencement Date (such date that is the day prior to the day that is the tenth (10th) anniversary of the Rent Commencement Date being referred to herein as the "Termination Date") by giving Landlord notice (the "Termination Notice") of its election to exercise such option no later than the date which is eighteen (18) months prior to the Termination Date (as to which date time shall be of the essence). If Tenant elects to exercise the Termination Option with respect to less than the entire Premises, then Tenant may elect to designate as the Terminated Space only those portions of the Premises that then constitute all of the Rentable Area on the applicable floor of the Building on which such portions of the Terminated Space are located. If Tenant has theretofore exercised the Option, then Tenant shall only have right to designate as the Terminated Space all of the Rentable Area on one (1) floor of Building in which the Premises demised hereunder is located. Tenant shall elect in the Termination Notice which portions of the Premises Tenant elects to constitute Terminated Space, subject to the terms of this Section 1.6, provided that if Tenant does not specify in the Termination Notice which portions of the Premises Tenant elects to constitute Terminated Space, then Tenant shall be deemed to have elected that the entire Premises shall constitute Terminated Space (or, if Tenant has theretofore exercised the Option, then Tenant shall be deemed to have elected that one (1) floor of Premises (which floor Landlord shall have the right to designate in its sole discretion) shall constitute Terminated Space). (B) The Termination Notice shall not be effective unless simultaneously with the delivery thereof to Landlord, Tenant pays to Landlord an amount (the "Termination Fee"), pro-rated (if applicable) to reflect the portion thereof that is attributable to the Terminated Space, equal to the sum of (a) the unamortized amount of (i) any brokerage commissions paid to any brokers, finders or salespersons representing Tenant in connection with this Lease, including with respect to any Option Space, (ii) the Fixed Rent and Escalation Rent (if any) which would have been payable hereunder for the period from the Commencement Date until the Rent Commencement Date (as if such amounts were payable commencing on the Commencement Date, rather than the Rent Commencement Date), and with respect to any Option Space, any rent which would have been payable for the period from the commencement date for such Option Space until the rent commencement date for such Option Space (as if such amounts were payable commencing on the commencement date for such Option Space, rather than the rent commencement date for such Option Space) (it being understood that, pursuant to Article 18 hereof, Landlord shall not be obligated to grant to Tenant any free rent period with respect to any Option Space), (iii) the 650 Rent Credit and (iv) the Landlord Work Costs Contribution, to the extent paid by Landlord to the Work Contractor (or offset against the Rental due hereunder from Tenant), and any other tenant improvement allowance paid to Tenant by Landlord (or offset against the Rental due hereunder from Tenant), including with respect to any Option Space (it being understood that, pursuant to Article 18 hereof, Landlord shall not be obligated to grant to Tenant any tenant improvement allowance with respect to any Option Space), all amortized on a straight-line basis over the Term, commencing on the Rent Commencement Date or, with respect to any Option Space, commencing on the Applicable Option Space Commencement Date for such Option Space, as if Tenant had not exercised the Termination Option, using an interest factor of six percent (6%) per annum, and (b) an amount equal to the product of (x) the monthly installment of Fixed Rent and the monthly installment of Escalation Rent (it being understood that if the Tax Payment hereunder is not payable in twelve (12) monthly installments at such time, then such Tax Payment shall be computed as if the Tax Payment was payable in twelve (12) monthly installments for purposes of this clause (b)) payable by Tenant hereunder for the Terminated Space for the calendar month in which Tenant delivers the Termination Notice to Landlord (without taking into account any abatement of Fixed Rent or Escalation Rent that is in effect for the calendar month in which Tenant delivers the Termination Notice) and (y) three (3). Landlord shall provide to Tenant a reasonably detailed statement showing Landlord's calculation of the Termination Fee within ten (10) days after request therefor is given by Tenant to Landlord, provided that to the extent that any portion of the Termination Fee is not definitively ascertainable at such time, such portion shall be determined by Landlord based on Landlord's reasonable estimation of the same (which shall not be binding on Landlord). (C) Tenant shall not have the right to exercise the Termination Option if, as of the date that the Termination Option is exercised, (x) a monetary or material non-monetary Event of Default has occurred and is continuing or (y) the Initial Tenant Requirement is not satisfied. If Tenant exercises the Termination Option, and at any time prior to the Termination Date, (i) a monetary or material non-monetary Event of Default has occurred and is continuing or (ii) the Initial Tenant Requirement is not satisfied, then, at any time prior to the Termination Date, Landlord shall have the right to declare Tenant's exercise of the Termination Option ineffective by giving notice thereof to Tenant. (D) If Tenant exercises Tenant's right to terminate this Lease for all or any portion of the Premises as of the Termination Date as provided in this Section 1.6, then (x) Tenant, on the Termination Date, shall vacate the Terminated Space and surrender the Terminated Space to Landlord in accordance with the terms of this Lease that govern Tenant's obligations upon the expiration or earlier termination of the Term and (y) upon the Termination Date, neither party shall have any further rights or obligations hereunder with respect to the Terminated Space, except for any such rights or obligations that expressly survive a termination hereof. If Tenant exercises the Termination Option with respect to less than all of the LeasePremises then, on the Termination Date, (A) the Premises shall exclude the Terminated Space, (B) the Fixed Rent as set forth in Section 1.4 hereof from and after the Termination Date shall be reduced by an amount equal to the Fixed Rent that would have been due under this Lease for the Terminated Space, (C) Tenant's Operating Expense Share shall be decreased by an amount (expressed as a percentage) equal to the quotient obtained by dividing (I) the number of square feet of Rentable Area in the Terminated Space, by (II) the number of square feet of Rentable Area of the Building (other than the retail portion thereof), and (D) Tenant's Tax Share shall be decreased by an amount (expressed as a percentage) equal to the quotient obtained by dividing (I) the number of square feet of Rentable Area in the Terminated Space, by (II) the number of square feet of Rentable Area of the Building (including, without limitation, the retail portion thereof). If Tenant exercises the Termination Option with respect to less than all of the Premises, then, effective as of the expiration Termination Date, the share of chilled water capacity that Tenant has the right to use under Section 4.6 hereof shall be decreased by the chilled water capacity that is then dedicated to the Terminated Space, and the share of capacity of the sixtieth (60th) full calendar month after Supplemental Emergency Generator System that Tenant has the Relocation Date (right to use under Section 3.14 hereof shall be decreased by the “Effective Termination Date”), by giving Landlord a written termination notice (capacity of the “Tenant’s Termination Notice”) on or before the date which Supplemental Emergency Generator System that is twelve (12) months prior then dedicated to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereofTerminated Space. If Tenant does not pay exercises the Termination Fee together Option with respect to less than all of the Premises, then Landlord and Tenant shall promptly thereafter execute and deliver an amendment to this Lease that memorializes the exclusion of the Terminated Space from the Premises as provided in this Section 1.6, with the delivery understanding, however, that the failure of the parties to execute and deliver any such amendment shall not impair the effectiveness of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord 's exercise of the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VIOption. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right may at its option terminate this Lease in its entirety (the “"Termination Right”Option") to terminate the Term of the Lease, effective as of the expiration first day of the sixtieth (60th) full calendar month after the Relocation Date fourth Lease Year (the “Effective "Early Termination Date”), ") by giving Landlord a written termination delivering notice of its intent to terminate (the “Tenant’s "Termination Notice”") on or to Landlord at least six (6) calendar months before the date which is twelve (12) months prior to the Effective Early Termination Date accompanied by payment of the Termination Fee (as hereinafter defined). If Tenant fails to timely deliver its Termination Notice and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, pay the Termination Fee, Tenant will be deemed to have waived such Termination Option. If there are any uncured defaults by Tenant as hereinafter defined. Landlord shall notify of the date Tenant that Landlord has received delivers the Termination Fee within five (5) Business Days Notice or as of Landlord’s receipt thereofthe Early Termination Date, the Termination Option shall be void, and the Lease shall remain in effect. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination FeeOption, then the Term of the this Lease shall terminate as of the Effective Early Termination Date and Base Rent and other charges Date. The "Termination Fee" shall be apportioned as an amount equal to the sum of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay (a) the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer unamortized costs (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six amortized over a period of five years at an annual interest rate of 10%) of any brokerage commissions in connection with this Lease and any tenant improvements to the Premises paid for by Landlord, including from Landlord's Contribution as set forth in Appendix C; and (6b) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) monthsmonthly payments of then Base Rent. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.SIGNATURES APPEAR ON FOLLOWING PAGE

Termination Option. A. Provided that Tenant shall is not in Default on either the Early Termination Date (as defined herein) or the Early Termination Notice Date (as defined herein), Tenant shall, during the Term, have the a one (1)-time right effective 11:59 p.m. on December 31, 2018 (the “"Early Termination Right”Date") to terminate the Term Lease with respect to all (and not a part) of the Lease, effective as of the expiration of the sixtieth Leased Premises. Such option to terminate shall be exercised by Tenant giving written notice to and received by Landlord (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s "Early Termination Notice”") on or before December 31, 2017 ("Early Termination Notice Date"). In the date event Tenant exercises the termination option described herein, Tenant shall deliver to Landlord a payment equal to Landlord's unamortized transaction costs, which is twelve shall be: (12i) Landlord's Maximum Contribution and any subsequent tenant improvement allowance, (ii) free rent, if any (as to any space added to the Leased Premises after the Effective Date, including but not limited to Upper Level Premises Expansion Space, Refusal Space and First Offer Space) but expressly excluding any beneficial occupancy, and (iii) any leasing or brokerage commissions paid by Landlord in connection with this Lease, calculated based on an interest rate of eight percent (8%) per annum on a compounded basis, plus three (3) months prior to of Tenant's gross Rent in effect upon the Effective Early Termination Date and by paying (collectively, the "Early Termination Fee"); provided, however, that one half (1/2) of the Early Termination Fee shall be delivered to Landlord simultaneously with the delivery of Tenant’s Early Termination Notice, and the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received remaining one half (1/2) of the Early Termination Fee within five (5) Business Days of Landlord’s receipt thereofshall be delivered to Landlord upon the Early Termination Date. If Tenant does not pay The parties acknowledge and agree that the Early Termination Fee together with is the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays reasonable consideration payable to Landlord for such termination with respect to the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Leased Premises leased to Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effectBuilding. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right option (the “"Termination Right”Option") to terminate the Term this lease with respect to all or any part of the LeasePremises, effective subject to the terms and conditions hereinafter set forth. (a) Provided that this lease is in full force and effect and Tenant is not in Default, Tenant may elect to terminate this lease with respect to all or part of the Original Premises, Pre-Occupancy Expansion Space or Post Occupancy Expansion Space as of the expiration day before the fifteenth (15th) anniversary of the sixtieth (60th) full calendar month after the Relocation Low-Rise Commencement Date (the “Effective "Termination Date”), ") by giving written notice to Landlord a written termination notice (the “Tenant’s "Termination Notice”") on or before the date which is twelve (12) delivered no later than fifteen months prior to such Termination Date. The Termination Notice shall identify that portion of the Effective Termination Date and by paying Original Premises, Pre-Occupancy Expansion Space or Post-Occupancy Expansion Space as to which Tenant as elected to terminate this lease. (b) In consideration of said termination, Tenant shall pay to Landlord simultaneously a termination payment ("Lease Termination Payment") equal to the sum of all costs necessary to demolish the following components of the base building customized for Tenant and the related costs of rebuilding or restoring such base building components: (i) Building signage identifying Tenant; (ii) Tenant escalator/interfloor stairs; (iii) Tenant features in the central lobby; (iv) Tenant raised floor area; and (v) Tenant specialized areas, e.g., Kitchen Facilities, dining rooms, auditorium and any customized areas where the base building structure or building systems has changed from that provided for in the specifications and drawings attached hereto as Attachments 10 and 11 as result of Tenant Improvements or at Tenant's request. Notwithstanding the foregoing, the Lease Termination Payment shall not exceed the lesser of (x) One Million Dollars ($1,000,000.00) or (y) Landlord's actual cost of demolishing, restoring and rebuilding the items specified in (i) through (v) above in anticipation of the next occupancy of such space as determined or determinable within the period ending on the date ("Payment Determination Date") which is the earlier to occur of (A) three (3) years after the effective date of the termination, and (B) the date on which the demolition, restoration and rebuilding is completed. (c) On the Termination Date, Tenant shall pay to Landlord Landlord's reasonable estimate of the Lease Termination Payment, which shall be determined by taking into account the amount of space being vacated by Tenant and reasonable likelihood of a prospective tenant desiring to use Tenant's customized tenant improvements. The Lease Termination Payment shall be placed in an interest-bearing account, with interest accruing for the delivery benefit of Tenant’s , and which Landlord may use for demolition, restoration and rebuilding. In the event that the demolition, restoration and rebuilding of such space as provided in subsection (b)(y) above is (x) less than the Lease Termination NoticePayment deposited with Landlord, the Termination Feedifference shall be refunded to Tenant upon the Payment Determination Date, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s interest earned on said sum or (y) more than the Lease Termination NoticePayment deposited with Landlord, Tenant’s Termination Notice Tenant shall be void and ineffectivepay to Landlord within fifteen (15) days after notice the balance owed. B. For (d) In addition to the purposes hereofLease Termination Payment specified above, on the “Termination Fee” Date, Tenant shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays pay to Landlord the Termination Fee, then the Term sum of Seventy-Five Dollars ($75.00) per square foot of Rentable Area of the Lease shall terminate as of Premises with respect to which this lease is terminated by Tenant pursuant to this section for Rent lost by Landlord. (e) With respect to the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination FeeOffice Premises, Tenant shall have no right to terminate less than one-half (1/2) of a floor. In the Term event that Tenant elects to exercise its right of termination under this Section 46 with respect to less than a full floor of the LeaseOffice Premises, pursuant such termination is subject to this Section VILandlord's approval as to location and configurations to allow commercially reasonably leaseable remaining area. D. Notwithstanding the foregoing, (f) Provided that this lease is in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further full force and effect. E. Upon the prior effect and Tenant is not in Default, Tenant may by written request of Tenant notice to Landlord (such request to be made not more frequently than once every six (6) months"Lobby Termination Notice"), Landlord elect to terminate this lease with respect to the Lobby Space as of the day before the fifth (5th) anniversary of the Low-Rise Commencement Date or as of the day before each subsequent anniversary date. The Lobby Termination Notice shall inform Tenant specify the effective date ("Lobby Termination Date") of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming such termination, which date shall be no earlier than twelve (12) monthsmonths after the date of the Lobby Termination Notice. Tenant agrees that such information will be treated as strictly confidential, and, except as required by lawOn the Lobby Termination Date, Tenant shall not disclose pay to Landlord an amount equal to the same unamortized Landlord's Allowance previously paid with respect to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by Lobby Space (using straight line amortization over the sameinitial Term).

Termination Option. A. Tenant shall have the right an option (the “"Termination Right”------------------ Option") to terminate this Lease with respect to the Term of the Lease, entire Premises effective as of the expiration last day of the sixtieth seventh Lease Year (60ththe "Termination Date"). The Termination Option is granted subject to the following terms and conditions: (1) full calendar month after Tenant gives Landlord written notice of Tenant's election to exercise the Relocation Termination Option not later than 18 months prior to the Termination Date; (2) Tenant is not in Default under this Lease, either on the date that Tenant exercises the Termination Option on the Termination Date; and (3) Tenant pays to Landlord a cash lease termination fee (the "Termination Fee") in an amount equal to the sum of: (i) the product of $28.75 multiplied by the rentable area of the initial Premises, plus (ii) the unamortized amount as of the Termination Date of the sum of the following costs relating to all space leased by Tenant other than the initial Premises (e.g., the Expansion Space, the ROFR Space and the ▇▇▇▇ Space): (a) all brokerage commissions paid or incurred by Landlord, plus (b) all rent abatements, cash allowances and other economic concessions (not including the costs of constructing the base Building or the costs of the Generator or the Cafeteria) provided by Landlord to Tenant, plus (c) the costs of all tenant improvement work (and all architectural fees associated therewith) paid or incurred by Landlord, which costs shall be amortized, with interest at 9.5% per annum, on a straight-line basis over the initial lease term of such space, plus (iii) the unamortized amount as of the Termination Date of all costs to be borne by Tenant as Parking Deck Rent pursuant to Section 26C relating to the construction of the parking deck or the addition to an existing parking deck, which costs shall be amortized, with interest at 9.5% per annum, on a straight-line basis over the period commencing on the date such costs are disbursed and expiring on the scheduled Expiration Date (absent the “Effective exercise of the Termination Date”Option), by giving Landlord a written termination notice plus (iv) the “Tenant’s entire unpaid principal balance of the Additional Allowance and all accrued and unpaid interest thereon. One-half of the Termination Notice”) Fee shall be due and payable not later than three months prior to the Termination Date and the balance of the Termination Fee shall be payable on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffectiveDate. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right an option to terminate this Lease (the “Termination RightOption”) to terminate for a period commencing on the Term Lease Commencement Date and ending on the fourth (4th) anniversary of the LeaseRent Commencement Date (the “Termination Option Period”). Tenant shall be entitled to exercise the Termination Option by giving notice to Landlord prior to the expiration of the Termination Option Period. If Tenant exercises the Termination Option, (a) the termination of the Lease shall be effective as of the expiration fifth (5th) anniversary of the sixtieth (60th) full calendar month after the Relocation Rent Commencement Date (the “Effective Termination Date”), by giving (b) Tenant shall continue to meet all of its obligations under the Lease, including the payment of Rent, through the Termination Date and (c) on the Termination Date, Tenant will pay Landlord a written termination notice the remaining unamortized portion of the Tenant Improvement Allowance, the remaining Additional Allowance, if any, and leasing commissions (the “Termination Penalty”), based on an eighty-four (84) month amortization period for the Premises and the actual lease term of any Expansion Space (calculated using a flat average, with no interest). The Termination Penalty shall be pro rated based on the actual rentable square footage leased by Tenant under this Lease on the Termination Date. Tenant’s right to exercise the Termination Notice”Option shall be subject to the conditions that (i) on no voluntary or before involuntary petition in bankruptcy naming Tenant as debtor has been filed, and no general assignment for the date which is twelve (12) months benefit of creditors has been made by Tenant prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term termination of the Lease and (ii) Tenant shall terminate as of not be in Default under the Effective Lease beyond any applicable cure period provided in the Lease at the time Tenant exercises the Termination Date Option and Base Rent through the Termination Date, and other charges if Tenant is in Default beyond any applicable cure period during such period, then any effort to exercise the Termination Option, whether occurring before or after any such Default by Tenant, shall be apportioned as of said datenull and void. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoingforegoing to the contrary, in the event Tenant exercises its Right is in Default but is diligently pursuing the cure of First Offer (as defined below) at any time after such default, Tenant may exercise the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees Option provided that such information will be treated as strictly confidential, and, except as required Default is cured by law, Tenant shall not disclose within a reasonable time thereafter but in no event later than the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameTermination Date.

Termination Option. A. Tenant shall have the right (a) Landlord has requested, and ▇▇▇▇▇▇ has agreed to grant to Landlord an option (the “Termination RightOption”) to terminate the Term portions of the LeaseAdditional Premises previously demised to Tenant pursuant to the Second Amendment to Lease (the “Surrendered Space”), effective as more particularly shown on Exhibit A attached hereto and made a part hereof. Commencing upon the date of the expiration of the sixtieth (60th) full calendar month after the Relocation Date this Amendment (the “Effective Termination Date”), Landlord shall have the right, at its sole option, to terminate the Lease with respect to the Surrendered Space only, by giving Landlord a not less than thirty (30) days’ prior written termination notice to Tenant (the “Tenant’s Termination Notice”), which date for termination of the Lease set forth therein (the “Termination Date”) can be any day during the term of the Lease. The term of the Lease and the Lease shall end and expire on the Termination Date and Tenant’s estate in and possession of the Surrendered Space only shall terminate and be wholly extinguished with the same force and effect as if such date were initially set forth in the Lease as the Expiration Date. Notwithstanding anything contained herein to the contrary, Landlord agrees that it shall not exercise the Termination Option such that the Termination Date occurs during the period beginning October 1 through January 10 of any calendar year (the “Holiday Season”). (b) Tenant shall not be responsible for removing any Fixtures from the Surrendered Space; provided, however that Tenant shall remove any of Tenant’s personal property from the Surrendered Space. If Landlord exercises the Terrmination Option as provided above, Tenant shall remove all of Tenant’s property from the Terminated Space on or before the date Termination Date, time being of the essence with respect to said date, and vacate the Terminated Space and deliver vacant possession thereof to Landlord. Any personal property of Tenant remaining in the Surrendered Space after the Effective Date shall be deemed abandoned by ▇▇▇▇▇▇ and Landlord may take possession thereof and dispose of same in any manner Landlord determines without accountability therefor to Tenant. (c) Provided that Tenant shall have vacated the Surrendered Space in accordance with Section 2(b) hereof, Tenant and Landlord and their respective successors and assigns shall be released of and from any and all claims, damages, obligations, liabilities, actions and causes of action, of every kind and nature whatsoever arising under or in connection with the Lease with respect to the Surrendered Space only from and after the Termination Date, except that nothing herein contained shall be deemed to constitute a release or discharge of Landlord or Tenant with respect to any obligation or liability (x) accrued or incurred under the Lease with respect to the Surrendered Space which is twelve (12) months prior to the Effective Termination Date outstanding and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, unsatisfied on the Termination FeeDate, as hereinafter defined. Landlord shall notify Tenant that Landlord has received and (y) to a third party (under the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void insurance and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term indemnification provisions of the Lease shall terminate or otherwise) arising prior to, on or after the Termination Date as a result of an event occurring or condition existing in the Surrendered Space prior to, or on the Termination Date. (d) Tenant represents and warrants that it has not assigned, pledged or encumbered the Lease or sublet the Surrendered Space or done or suffered any other action as a result of which the Lease or the Surrendered Space might be subject to any lien or encumbrance. Tenant warrants that the foregoing covenants and representations will be true and correct as of the Effective Termination Date Date, ▇▇▇▇▇▇ has and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall will have no good right to terminate surrender the Term Surrendered Space on or before the Effective Date, and delivery of possession of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to Surrendered Space will be made not more frequently than once every six (6) months), to Landlord shall inform Tenant on or before the Effective Date free and clear of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration all liens and encumbrances of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the samekind whatsoever.

Termination Option. A. Provided that (a) Tenant is not in default hereunder at the time of exercise or on the Termination Date (as hereinafter defined), (b) this Lease is then in full force and effect and (c) Tenant has not exercised any right to lease First Offer Space pursuant to a Tenant's Notice tendered on or after February 10, 1999 (unless Tenant has rescinded such exercise pursuant to Section 1.03 of Addendum 3 hereto), Tenant shall have the right option to terminate this Lease (the “"Termination Right”) to terminate the Term of the LeaseOption"), effective as of the expiration day immediately preceding the third (3rd) anniversary of the sixtieth (60th) full calendar month after the Relocation Commencement Date for Premises A (the “Effective "Termination Date”"), by giving written notice to Landlord ("Tenant's Termination Notice") no later than one hundred twenty (120) days prior to the Termination Date, together with a written termination notice sum equal to the quotient of (i) the product of (A) $11.38 multiplied by (B) the number of rentable square feet in the Rentable Area of the Premises, divided by (ii) 3 (the “"Termination Payment") time being of the essence; provided, however, that if Tenant exercises its option to expand pursuant to Addendum 2 above or any right to lease First Offer Space pursuant to Addendum 3 above prior to February 10, 1999, then, notwithstanding the foregoing, Tenant must furnish Landlord with Tenant’s 's Termination Notice”Notice no later then one hundred eighty (180) days prior to the Termination Date together with the Termination Payment, time being of the essence, in order to exercise the Termination Option. If the Termination Option is not timely exercised or the Termination Payment is not made to Landlord in a timely manner, the Termination Option shall, thereupon expire and Tenant shall thereafter have no further right to terminate this Lease. If Tenant shall elect to terminate this Lease by timely furnishing Landlord Tenant's Termination Notice and by making the Termination Payment in a timely manner, then on the Termination Date this Lease shall be deemed to have expired by lapse of time and Tenant shall return the Premises to Landlord on or before the date which Termination Date in accordance with the terms of this Lease. Tenant may only exercise the Termination Option, and an exercise thereof shall only be effective, if at the time of Tenant's exercise and on the Termination Date, this lease is twelve in full force and effect and Tenant is not in default under this Lease, and (12inasmuch as the Termination Option is intended only for the benefit of the original Tenant named in this Lease) months the Premises are occupied by the original Tenant named herein and said Tenant has not assigned this Lease or sublet all or any portion of the Premises. Without limitation of the foregoing, no sublessee or assignee shall be entitled to exercise the Termination Option, and no exercise of the Termination Option by the original Tenant named herein shall be effective if said Tenant assigns this Lease or subleases all or any portion of the Premises prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter definedDate. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event that (i) Tenant properly exercises its Right of First Offer the Termination Option and makes the Termination Payment in a timely manner and (as defined belowii) at any time after thereafter (but prior to the thirty-sixth (36thTermination Date) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null Landlord and void Tenant negotiate and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office enter into a lease for other space in the Building, Landlord agrees to reimburse the Termination Payment to Tenant. February 12, 1997 ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The ▇▇▇▇▇▇▇▇▇ Group Suite 100 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Sharing Arrangements Dear ▇▇. ▇▇▇▇▇▇▇▇▇: As you know, Vital Images, Inc. ("Vital") has entered into a Lease Agreement with Acky-3100 Lake Limited Partnership (the "Landlord") of even date herewith (the "Vital Lease"). Pursuant to the Vital Lease, Vital will lease certain premises located on the first floor ("Premises A") of the building known as Lake Pointe Corporate Centre in Minneapolis (the "Building") and certain premises located on the second floor of the Building that is currently available for lease or that is anticipated ("Premises B"). The Landlord has also granted to become available Vital the right to lease upon additional space on the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised first floor of the confidentiality provisions contained herein Building ("Premises C") upon not less than 120 days' prior notice to the Landlord. It is Vital's understanding that the ▇▇▇▇▇▇▇▇▇ Group ("Ackerberg") has entered into a lease of Premises C with the Landlord (the "Ackerberg Lease"). The purpose of this letter is to set forth the understandings of Vital and agree Ackerberg with respect to be bound the shared use of certain portions of Premises A and Premises C, the shared use and compensation of a receptionist, the shared use of the existing security system and ▇▇▇▇▇▇▇▇▇'▇ telephone system, the potential early occupancy of portions of Premises B by Vital and certain other matters pertaining to Premises C. The understanding of the same.parties with respect to each of these matters is as follows:

Termination Option. A. Notwithstanding anything to the contrary in the Lease, Tenant shall have the right to terminate the Lease, but only with respect to the Eighth Additional Vivarium Premises (and no less than all of the Eighth Additional Vivarium Premises), by providing written notice (the “Eighth Additional Vivarium Termination RightNotice”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth Landlord at least sixty (60th60) full calendar month after the Relocation Date days prior to Tenant’s desired termination date (the “Effective Eighth Additional Vivarium Termination Date”), by giving Landlord a written termination notice (which Eighth Additional Vivarium Termination Date shall be set forth in the “Tenant’s Eighth Additional Vivarium Termination Notice”. Subject to (a) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s timely receipt thereof. If Tenant does not pay of the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Eighth Additional Vivarium Termination Notice shall be void and ineffective. B. For (b) Tenant surrendering the purposes hereofEighth Additional Vivarium Premises in the condition required under the Lease (including, the “Termination Fee” shall be $714,175. C. If Tenant timely without limitation, Section 18.2 and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term Article 26 of the Lease shall terminate Lease), then, as of the Effective Eighth Additional Vivarium Termination Date Date, the Lease with respect to the Eighth Additional Vivarium Premises only shall terminate and Base Rent be of no further force or effect, and other charges Landlord and Tenant shall be apportioned as relieved of said datetheir respective obligations under the Lease with respect to the Eighth Additional Vivarium Premises only from and after the Eighth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Eighth Additional Vivarium Premises for the period up to and including the Eighth Additional Vivarium Termination Date. If The termination right granted to Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null terminate and void and be of no further force and effect. E. Upon or effect in the prior written request event that (y) Tenant assigns, subleases or otherwise Transfers the Eighth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of Tenant (such request to be made not more frequently than once every six (6) monthsthe Lease), Landlord shall inform or (z) Tenant’s right to possession of the Eighth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of office space Omeros, and may not be exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. Provided: (i) no Event of Default then exists; (ii) this Lease is in full force and effect; and (iii) Tenant shall have is the originally named Tenant or a Permitted Transferee, Tenant has the right to terminate this Lease with respect to one or more contiguous floors of the Premises effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination RightOption”) to terminate ). The “Termination Date” means the Term last day of the Lease, effective as of the expiration of the sixtieth (60th) 127th full calendar month after the Relocation Date Commencement Date. If Tenant desires to exercise the Termination Option, Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (the “Effective Termination DateNotice”), together with the Termination Payment (as defined below), which notice shall specify which floor(s) are being terminated (provided if Tenant does not specify, then the Termination Option shall be for all of the Premises). The Termination Notice and the Termination Payment must be received by giving Landlord no later than the Termination Deadline, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Deadline” means: (i) if Tenant and/or a written termination notice (Permitted Transferee is then occupying 3 or more full floors of the “Tenant’s Termination Notice”) on or before Building, the date which that is twelve (12) 30 months prior to the Effective Termination Date; or (ii) if Tenant and/or a Permitted Transferee is then occupying less than 3 full floors of the Building, the date that is 24 months prior to the Termination Date. The “Termination Payment” means the sum of the unamortized (amortized on a straight-line basis with interest at 8%) amount as of the Termination Date of the following in connection with this Lease and any amendment to this Lease with respect to the portion of the Premises being terminated: (i) brokerage commissions and attorneys’ fees paid by paying Landlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to Landlord simultaneously with the delivery Premises, including without limitation the Leasehold Improvements and any Building Improvements (as defined in Section 30) and Total Façade Costs (as defined in Section 30), plus any and all allowances to Tenant, including without limitation the Improvement Allowance and the Additional Allowance used by Tenant. Promptly following the Commencement Date, and within 30 days after Landlord’s receipt of Tenant’s written request therefor, the parties shall execute and deliver a statement confirming the amount of the Termination Payment. Tenant’s payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of the Termination Notice, up to and including the Termination FeeDate, as hereinafter defined. Tenant is in default of this Lease, beyond all applicable notice, cure and grace periods, then Landlord shall notify may elect, but is not obligated, by written notice to Tenant that Landlord has received to cancel and declare null and void Tenant’s exercise of the Termination Fee within five (5) Business Days Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with Option. As of the delivery of Tenant’s date Tenant delivers the Termination Notice, Tenant’s Termination Notice shall be any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease immediately terminate and are automatically, without further action required by any party, null and void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. of no force or effect. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then Option in accordance with this paragraph and Landlord has not negated the Term effectiveness of Tenant’s exercise of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, Option pursuant to this Section VI. D. Notwithstanding the foregoing, this Lease and the Term for the terminated Premises shall come to an end on the Termination Date with the same force and effect as if the Term were fixed to expire on such date, the Expiration Date shall be the Termination Date, and the terms and provisions of Section 18 shall apply with respect to the terminated premises. If the terminated Premises are less than all of the Premises, then this Lease shall remain in full force and effect with respect to the event Tenant exercises its Right balance of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month Premises, and all provisions in this Lease based on the square footage of the Premises, including without limitation Rent and Tenant’s Share, shall be adjusted accordingly effective on the day immediately following the Relocation Termination Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. (a) Provided that an Event of Default does not exist as of the date of the Termination Notice (defined below), then Tenant shall have the one-time right to terminate the Lease with regard to the entire Premises, as set forth below, upon prior written notice to Landlord (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination DateNotice”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s The Termination Notice shall be void and ineffective. B. For the purposes hereofdelivered to Landlord, the “Termination Fee” shall be $714,175. C. if at all, no later than February 28, 2030. If Tenant timely delivers the Termination Notice and properly exercises its Termination Right and pays timely makes payment to Landlord of the Termination FeeFee (defined below), then the Term of the Lease shall terminate as with respect to the entire Premises on February 28, 2031 (the “Termination Date”). (b) Within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of Termination Notice from Tenant, Landlord shall calculate a termination fee (the “Termination Fee”) in the amount of the Effective Termination sum of (i) the unamortized amount of the brokerage commissions and attorneys’ fees paid by Landlord related to this Amendment, (ii) the unamortized amount of the Tenant Improvement Allowance, (iii) one (1) month of Base Annual Rent and NNN Expenses at the then-current rates, and (iv) an amount equal to all abated Base Annual Rent and NNN Expenses which otherwise would have accrued during the Abatement Period. The amounts described in clauses (i) and (ii) above shall be amortized on a straight-line basis over a period beginning on the Extension Rent Commencement Date and Base Rent and other charges ending on the Expiration Date, at an assumed interest rate of eight percent (8%) per annum. Tenant shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant Fee to Landlord in two equal installments. The first installment shall have no right be payable to terminate the Term Landlord within thirty (30) days after ▇▇▇▇▇▇’s receipt of the Lease, pursuant Landlord’s calculation of the Termination Fee; the second installment shall be payable to this Section VILandlord no later than the Termination Date. D. Notwithstanding the foregoing, (c) The Termination Option as defined and set forth in the event Tenant exercises its Right of First Offer (Schedule to the Original Lease and the Termination Option as defined below) at any time after and set forth in Section 1 of the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right Second Amendment are hereby deleted and shall automatically become null and void and be of no further force and or effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided (i) Tenant shall have is not then in default under the right (the “Termination Right”) to terminate the Term terms, covenants and conditions of the Lease, and (ii) Tenant pays to Landlord the Termination Payment (defined below) in the manner set forth below, Tenant shall have a one time right to terminate this Lease effective as of the expiration last calendar day of the sixtieth eighty fourth (60th841h) full calendar month after of the Relocation Date Term (the “Effective Termination "Term ination Date”), ") in accordance with the following provisions. Tenant's one time right to terminate the Lease must be exercised by giving written notice to Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is at least twelve (12) months prior to the Effective Termination Date and by paying or Tenant shall have waived its right of termination. Time is of the essence in giving such notice. As a condition to Landlord simultaneously with exercising such right of termination , Tenant must pay to Landlord, at the delivery same time as Tenant gives its termination notice, a cash amount (the " Termination Paymen t") which is calculated as an amount equal to the total of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within : (a) five (5) Business Days month's then base rent (namely the then Monthly Installment of Rent XS); (b) electricity costs for the previous five (5) month period; and (c) the unamortized costs (based on an amortization rate of ten percent (10%) per annum) of Landlord’s receipt thereof's leasing costs, including but not lim ited to al l of the Tenant Improvement Allowances (as defined in Exhibit a) paid to Tenant for all of the space leased by Tenant prior to the Termination Date, electricity abatement, reasonable legal costs and brokerage commissions paid by L▇▇▇▇▇▇▇ in connection with the Lease, calculated on a straight-line basis over the initial Term of the Lease. Tenant's failure to timely pay the Termination Payment as aforesaid shall render the exercise of the termination option null and void. If Tenant does not pay properly gives notice of termination and timely pays the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination FeePayment as above required, then the Term of the Lease shall terminate as of on the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay if such date were the Termination Fee, Tenant shall have no right to terminate the Term scheduled expiration date of the Lease, pursuant but without prejudice to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined belowI) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null all rights and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become remedies available to lease upon Landlord for any antecedent breach of covenant by Tenant under this Lease and (II) the expiration continuance of tenant leases within all obligations or liabilities (including Tenant ind emnities) which are expressly stated to survive the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised termination of the confidentiality provisions contained herein Lease. This option is not transferable ; the parties hereto acknowledge and agree that they intend that this early termination option shall be "personal" to be bound by the sameConexis Benefits Administrators, L.P., or any Permitted Transferee and that in no event will any assignee or sublessee have any rights to exercise such option.

Termination Option. A. Provided that Tenant is not in Default under any of the other terms and conditions of this Lease beyond the expiration of any applicable notice and cure period at the time of Tenant's exercise of the Termination Option (defined hereinafter) or as of the Early Termination Date (defined hereinafter), Tenant shall have the right one-time option to terminate this Lease (the “Termination RightOption”) to terminate effective on the Term last day of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) full calendar month following of the Relocation initial Term of this Lease (the "Early Termination Date, then Tenant’s "). Tenant shall provide to Landlord on a date which is prior to the Early Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every Date by at least six (6) monthsmonths (the "Notice Date"), Landlord a written notice of the exercise of the Termination Option, time being of the essence. Such notice shall inform Tenant be given in accordance with Section 21 of office space in the Building that Lease. If notification of the exercise of the Termination Option is currently available for lease or that is anticipated not so given and received, the Termination Option granted hereunder shall automatically expire. As a condition to become available to lease upon the expiration effectiveness of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by lawthis Termination Option, Tenant shall not disclose pay to Landlord on the same Early Termination Date an amount equal to any third party except to Tenant’s partners(i) one hundred percent (100%) of all unamortized Tenant Improvement costs and lease commissions incurred by Landlord in connection with the Lease (amortized on a straight line basis over the initial Term) as detailed by Landlord in a written statement, lendersand (ii) One Hundred Twenty-Five Thousand Three Hundred Thirty-Five and 00/100 Dollars ($125,335.00) (i.e., accountants and attorneys who have been advised five (5) months of the confidentiality provisions contained herein and agree Abated Rent) (collectively, the “Termination Payment”). The Terminatio n Payment is in addition to be bound payment by the sameTenant of all other amounts payable by Tenant to Landlord pursuant to the Lease prior to the Early Termination Date (which such amounts shall be prorated for any period which is less than a calendar month, if applicable). Tenant may request in writing from Landlord the amount of the Tenant Improvement costs at any time on or after the sixtieth (60th) day of the Term.

Termination Option. A. Tenant shall have the right (the “Termination Right”) to terminate the Term of the Lease, Lease (i) effective as of the expiration last day of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”)fifth Lease Year, by giving delivering to Landlord a written notice of termination notice not later than sixteen (the “Tenant’s Termination Notice”) on or before the date which is twelve (1216) months prior to the Effective Termination Date last day of the fifth Lease Year, and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the "Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer " (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently later than once every six (6) monthsmonths prior to the last day of the fifth Lease Year, or (ii) effective as of the last day of the seventh Lease Year, by delivering to Landlord written notice of termination not later than sixteen (16) months prior to the last day of the seventh Lease Year, and paying to Landlord the Termination Fee not later than six (6) months prior to the last day of the seventh Lease Year. The Termination Fee shall be the amount equal to the sum of (1) the unamortized amount of all tenant improvement allowances paid or applied by Landlord to or for the benefit of Tenant (including, but not limited to, the "Tenant Allowance" described in Paragraph 3 (d), which shall be amortized on a straight-line basis over the first ten (10) Lease Years of the Lease Term, and the "Expansion Space Improvement Allowance" described in Paragraph 1 (c)), which shall be amortized on a straight-line basis over the actual term for which the Expansion Space is leased by Tenant), the unamortized amount of all rental abatement provided to Tenant pursuant to Paragraph 4 (e) of the Lease, and the unamortized amount of all brokerage and other commissions paid by Landlord in accordance with the terms of the Lease, which shall inform Tenant be amortized on a straight-line basis over the first ten (10) Lease Years of office space in the Building Lease Term for the commission for the initial Premises and on a straight-line basis over the term of the Expansion Space for the commission for the Expansion Space, if any, leased by Tenant), and (2) an amount equal to two months' Base Rent, as escalated, that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated due as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree month immediately prior to be bound by the sameeffective date of termination.

Termination Option. A. Tenant shall have the right may elect to terminate this Lease (the “Termination RightOption”) to terminate effective on the Term last day of the Lease, effective as of the expiration of the sixtieth (60th) 41st full calendar month after of the Relocation Date (Initial Term, referred to herein as the “Effective Early Termination Date”). To effectively exercise Tenant’s Termination Option, by giving Tenant shall give Landlord a written termination notice (the “Tenant’s Termination Notice”) at least six months prior to the Early Termination Date, and further provided that: (1) on or before the Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord concurrently with Tenant’s Notice a termination fee equal to: (i) four months’ then current Base Rent, plus (ii) 4 months’ then estimated payments of Operating Expenses as determined by Landlord, plus (iii) the unamortized portion of Landlord’s Costs calculated by amortizing Landlord’s Costs on a straight-line basis over the Initial Term, plus interest thereon at the rate of 8% per annum. “Landlord’s Costs” means Landlord’s costs related to this Lease, including, but not limited to: costs of any improvements to the Premises paid by Landlord (all improvements allowances, the TI Allowance and other costs of improvements to the Premises paid by Landlord) and the Funded Excess TI Costs (except to the extent previously reimbursed by Tenant to Landlord), Rent abated during the Abated Rent Period, legal costs, and leasing commissions. Tenant’s right to exercise the Termination Option is conditioned on: (i) no Event of Default existing at the time of exercise of the Termination Option or on the Early Termination Date; (ii) Tenant not having exercised the Construction Option; and (iii) Tenant not having subleased or vacated more than 25% of the Premises or assigned its interest under the Lease as of the date which is twelve (12) months of exercise of the Termination Option or on the Early Termination Date. Upon Tenant’s exercise of the Termination Option, Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in accordance with the terms of the Lease and all other terms and provisions will apply as if the Lease had expired according to its terms, including Tenant’s obligation for payment of Operating Expenses attributable to periods prior to the Effective Early Termination Date and by paying to Landlord simultaneously with the delivery of at such time as such obligation is determined. Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, Lease pursuant to this Section VI. D. Notwithstanding the foregoing, in Termination Option is personal to Tenant and may not be assigned. In the event Tenant exercises its Right of First Offer (as defined below) at any time after an assignment of the thirty-sixth (36th) calendar month following Lease or a subletting or vacation of more than 25% of the Relocation Date, then Premises or upon Tenant’s exercise of the Expansion Option or Construction Option, this Termination Right shall automatically become Option is null and void and of no further force and effectvoid. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided: (i) no Event of Default exists nor any condition exists that, as the result of notice previously given by Landlord and/or the passage of time, would constitute an Event of Default; (ii) this Lease is in full force and effect; (iii) Tenant shall have is the originally named Tenant or a Permitted Transferee; and (iv) Tenant has not expanded the Premises after the Commencement Date (other than in connection with the ROFO (as defined below) prior to the 56-month anniversary of the Commencement Date), Tena▇▇ ▇▇▇ the right to terminate this Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (the “Termination RightOption”) ). “Termination Date” means the day immediately prior to terminate the Term 104th-month anniversary of the LeaseCommencement Date. If Tenant desires to exercise the Termination Option, effective as Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the expiration of the sixtieth Termination Option (60th) full calendar month after the Relocation Date (the “Effective Termination DateNotice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before no later than the date which that is twelve (12) 12 calendar months prior to the Effective Termination Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). “Termination Payment” means the sum of: the unamortized (amortized on a straight-line basis over the Initial Term with interest at 7%) amount as of the Termination Date of the following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and reasonable attorneys’ fees paid by paying Land▇▇▇▇; (▇i) rent concessions; and (iii) any and all allowances to Tenant, including without limitation the Improvement Allowance (as defined in Exhibit C); provided, however, Tenant acknowledges and agree that Landlord may modify the amount of the Termination Payment in connection with Tenant’s exercise of the ROFO. Tenant’s payment of the Termination Payment is a condition precedent to the termination of this Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord simultaneously for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or ACH. Time is of the essence with respect to the delivery dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of Tenant’s the Termination Notice, up to and including the Termination FeeDate, as hereinafter defined. there is an Event of Default, then Landlord shall notify may elect, but is not obligated, by written notice to Tenant that Landlord has received to cancel and declare null and void Tenant’s exercise of the Termination Fee within five (5) Business Days Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with Option. As of the delivery of Tenant’s date Tenant delivers the Termination Notice, Tenant’s Termination Notice any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall be immediately terminate and are automatically, without further action required by any party, null and void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. of no force or effect. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then Option in accordance with this paragraph and Landlord has not negated the Term effectiveness of Tenant’s exercise of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, Option pursuant to this Section VI. D. Notwithstanding the foregoing, in this Lease and the event Tenant exercises its Right of First Offer (Term shall come to an end on the Termination Date with the same force and effect as defined below) at any time after if the thirty-sixth (36th) calendar month following Term were fixed to expire on such date, the Relocation Expiration Date shall be the Termination Date, then and the terms and provisions of Section 18 shall apply. Landlord shall provide Tenant with the amount of the Termination Payment within 10 business days of Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such therefor, which request to may be made not more frequently sooner than once every six (6) months)6 months after the Commencement Date; provided, Landlord shall inform however, Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant acknowledges and agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose Landlord may modify the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised amount of the confidentiality provisions contained herein and agree to be bound by Termination Payment in connection with Tena▇▇’▇ ▇xercise of the sameROFO.

Termination Option. A. Notwithstanding anything to the contrary in the Lease, Tenant shall have the right to terminate the Lease, but only with respect to the Twelfth Additional Vivarium Premises (and no less than all of the Twelfth Additional Vivarium Premises), by providing written notice (the “Twelfth Additional Vivarium Termination RightNotice”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth Landlord at least sixty (60th60) full calendar month after the Relocation Date days prior to Tenant’s desired termination date (the “Effective Twelfth Additional Vivarium Termination Date”), by giving Landlord a written termination notice (which Twelfth Additional Vivarium Termination Date shall be set forth in the “Tenant’s Twelfth Additional Vivarium Termination Notice”. Subject to (a) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s timely receipt thereof. If Tenant does not pay of the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Twelfth Additional Vivarium Termination Notice shall be void and ineffective. B. For (b) Tenant surrendering the purposes hereofTwelfth Additional Vivarium Premises in the condition required under the Lease (including, the “Termination Fee” shall be $714,175. C. If Tenant timely without limitation, Section 18.2 and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term Article 26 of the Lease shall terminate Lease), then, as of the Effective Twelfth Additional Vivarium Termination Date Date, the Lease with respect to the Twelfth Additional Vivarium Premises only shall terminate and Base Rent be of no further force or effect, and other charges Landlord and Tenant shall be apportioned as relieved of said datetheir respective obligations under the Lease with respect to the Twelfth Additional Vivarium Premises only from and after the Twelfth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Twelfth Additional Vivarium Premises for the period up to and including the Twelfth Additional Vivarium Termination Date. If The termination right granted to Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null terminate and void and be of no further force and effect. E. Upon or effect in the prior written request event that (y) Tenant assigns, subleases or otherwise Transfers the Twelfth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of Tenant (such request to be made not more frequently than once every six (6) monthsthe Lease), Landlord shall inform or (z) Tenant’s right to possession of the Twelfth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of office space Omeros, and may not be exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. (a) Tenant shall have the right one-time option to terminate this Lease with respect to the entire Premises (the “Termination RightOption”) to terminate the Term of the Lease), which termination shall be effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date on February 1, 2019 (the “Effective Termination Date”), by giving providing Landlord a with written termination notice thereof (the “Tenant’s Termination Option Notice”) on or before prior to the date which is twelve (12) months prior to the Effective Termination Date and by paying Date. If Tenant timely delivers the Termination Option Notice, then, on or before the date which is ten (10) business days after the date the Termination Option Notice is delivered to Landlord, Tenant shall deliver to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5as defined below) Business Days of Landlord’s receipt thereofas consideration for and a condition precedent to such early termination. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the The “Termination Fee” equals the unamortized amounts (as of the Termination Date) of (i) the broker commissions paid in connection with this Lease, which amounts shall be $714,175calculated by using an amortization table with an interest rate of eight percent (8%) commencing on the latest date a brokerage commission is actually paid in connection with this Lease and ending on the Term Expiration Date, plus (ii) the Extension Allowance paid by Landlord in connection with the Extension Improvements, which amounts shall be calculated by using an amortization table with an interest rate of eight percent (8%) commencing on the latest date the Extension Allowance is actually paid hereunder and ending on the Term Expiration Date. C. (b) If Tenant timely and properly exercises its executes a lease with Landlord or an affiliate of Landlord after the Execution Date of this Amendment for premises containing more rentable square feet than the premises under this Lease in the Rockville/Gaithersburg, Maryland submarket (the “Expansion Lease”), then Tenant shall have the option to terminate this Lease with respect to the entire Premises (an “Expansion Termination Right and pays Option”) in connection with which (i) the Termination Date shall be the term commencement date under the Expansion Lease, (ii) the Termination Option Notice must be delivered to Landlord on or prior to the date which is six months (6) months prior to the Termination Date, and (iii) the Termination Fee shall be Zero Dollars. For clarity, Tenant shall not have an Expansion Termination Option in the case where Landlord or an affiliate of Landlord acquires a building after the Execution Date in which Tenant is then leasing space containing more rentable square feet than the premises under this Lease. (c) If Tenant fails to timely deliver to Landlord the Termination Option Notice or the Termination Fee, then the Term Termination Option or Expansion Termination Option, as applicable, shall automatically terminate and be of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said dateno further force or effect. If Tenant fails timely delivers to give Tenant’s Landlord the Termination Option Notice or to pay and the Termination Fee, then Tenant shall have no right surrender the Premises to terminate Landlord on or before the Term Termination Date in accordance with all of the terms and conditions of this Lease and if Tenant does not so surrender the Premises, then Tenant, pursuant to Article 23 of the Lease, pursuant shall become a tenant at sufferance until the actual date that Tenant surrenders the Premises to Landlord in accordance with the terms and conditions of this Lease. If Tenant timely delivers to Landlord the Termination Option Notice and the Termination Fee, then this Lease shall terminate on the Termination Date and shall thereafter be of no further force or effect, except for those provisions that, by their express terms, survive the expiration or earlier termination thereof. Notwithstanding anything in this Section VI. D. Notwithstanding to the foregoingcontrary, Tenant shall not be permitted to exercise the Termination Option or Expansion Termination Option, as applicable, during any period of time during which Tenant is in default under the event Lease (so long as Tenant exercises its Right has received prior written notice of First Offer (as defined below) at any such default). Any attempted exercise of the Termination Option during a period of time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right in which Tenant is in default shall automatically become null and be void and of no further force or effect. The Termination Option and effect. E. Upon the prior written request or Expansion Termination Option, as applicable, are each personal to Novavax, Inc., and may not be exercised by any assignee, sublessee or transferee of Tenant (such request to be made not more frequently than once every six (6) months)this Lease, unless Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant expressly agrees that such information will the Termination Option or Expansion Termination Option, as applicable, may be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same transferred to any third party except to Tenant’s partnerssuch assignee, lenderssublessee or transferee, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the samewhich agreement Landlord may grant or withhold in its sole discretion.

Termination Option. A. So long as no Event of Default is then-continuing as of the date Tenant sends Landlord the Termination Notice or as of the Early Termination Date, Tenant shall have a one-time option to terminate the right Lease in its entirety (the “Termination RightOption”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date April 30, 2013 (the “Effective Early Termination Date”), ) by giving Landlord a providing written termination notice (the “Tenant’s Termination Notice”) to Landlord no later than April 30, 2012 and paying Landlord the entire Termination Fee (defined below) with such Termination Notice. If Tenant timely delivers the Termination Notice and the Termination Fee in accordance with the terms and conditions of this Paragraph 8, then as of the Early Termination Date the Lease shall terminate, and Tenant shall be and remain liable for the payment to Landlord of all Rent and other sums due and/or accrued, and for the performance and keeping of all the covenants, agreements and obligations under the Lease to be performed, paid and kept by Tenant on and prior to such Early Termination Date. If Tenant fails to vacate the Premises and surrender possession thereof to Landlord in accordance with Article 20 of the Lease on or before the date which is twelve (12) months prior to the Effective Early Termination Date Date, such failure shall be treated as a holding over by Tenant and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received be entitled to all of its remedies under the Termination Fee within five (5) Business Days of Landlord’s receipt thereofLease including such Article 20. If Tenant does not shall exercise its Termination Option, Tenant shall pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, Landlord a termination fee equal to $540,987.00 (the “Termination Fee” ”). The entire Termination Fee shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord payable with the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said dateNotice. If Tenant fails to timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate at Landlord’s sole election, the Term exercise of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right Option shall automatically become be null and void and of no further the Lease shall continue in full force and effect. E. Upon effect as if Tenant had not exercised the prior written request Termination Option. Acceptance by Landlord of the entire Termination Fee shall constitute a release of Tenant (such request from any and all of its obligations under the Lease accruing after the Early Termination Date, except any obligations which by their terms are intended to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease survive any early termination or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. Provided: (i) Tenant shall have is not currently in default of the Lease; (ii) the Lease is in full force and effect and (iii) Tenant is the originally named Tenant or a Permitted Transferee, Tenant has the right (the “Termination Right”) to terminate the Term Lease effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the Lease, effective as following terms and conditions (“Termination Option”). The “Termination Date” means the last day of the expiration of the sixtieth (60th) 67th full calendar month after the Relocation Date Full Rent Start Date. If Tenant desires to exercise the Termination Option, Tenant must give to Landlord irrevocable written notice of Tenant’ s exercise of the Termination Option (the “Effective Termination DateNotice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before no later than the date which that is twelve (12) 12 months prior to the Effective Termination Date Date, failing which the Termination Option is deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Payment). The “Termination Payment” means the sum of the unamortized (amortized on a straight-line basis with interest at 8%) amount of the following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by paying Landlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the Premises, including without limitation the Leasehold Improvements, plus any and all allowances to Tenant, including without limitation the Improvement Allowance. All costs associated with the Landlord's Base Building Work shall not be included in the calculation of the Termination Payment. Landlord shall provide the calculation of the Termination Payment in the COLT. If such calculation is not provided in the COLT then Tenant shall not be obligated to pay the Termination Payment at die time Termination Notice is provided but shall make such payment within thirty (30) after receipt of such calculation in accordance with the terms of this Amendment. Tenant’s payment of the Termination Payment is a condition precedent to the termination of the Lease on the Termination Date, and such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Payment is not a penalty and is fair and reasonable compensation to Landlord simultaneously for the loss of expected rentals from Tenant. The Termination Payment is payable only by wire transfer or cashier’s check. Time is of the essence with respect to the delivery dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date of Tenant’s the Termination Notice, up to and including the Termination FeeDate, as hereinafter defined. Tenant is in monetary default of the Lease, beyond any applicable notice and cure period, then Landlord shall notify may elect, but is not obligated, by written notice to Tenant that Landlord has received to cancel and declare null and void Tenant's exercise of the Termination Fee within five (5) Business Days Option, in which case the Lease shall continue in full force and effect for the full Term unaffected by Tenant’ s exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with Option. As of the delivery of Tenant’s date Tenant delivers the Termination Notice, Tenant’s Termination Notice shall be any and all unexercised rights or options of Tenant to extend the Term or expand the Premises (whether expansion options, rights of first refusal, rights of first offer, or otherwise), and any and all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease immediately terminate and are automatically, without further action required by any party, null and void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. of no force or effect. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then Option in accordance with this paragraph and Landlord has not negated the Term effectiveness of Tenant’s exercise of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, Option pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (Lease and the Term shall come to an end on the Termination Date with the same force and effect as defined below) at any time after if the thirty-sixth (36th) calendar month following Term were fixed to expire on such date, the Relocation Expiration Date shall be the Termination Date, then Tenant’s Termination Right shall automatically become null and void the terms and provisions of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised Section 18 of the confidentiality provisions contained herein and agree to be bound by the sameOriginal Lease shall apply.

Termination Option. A. Provided no Event of Default exists on the date of delivery of the Early Termination Notice or on the Early Termination Date (each as defined below), at the option of Tenant, and subject to the restrictions hereafter, Tenant shall have the right (the “Termination Right”) may elect to terminate the Term of the Lease, effective this Lease as of the expiration eighth (8th) anniversary of the sixtieth (60th) full calendar month after the Relocation Commencement Date (the “Effective Early Termination Date”). Tenant may exercise such right by delivering to Landlord, by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is not later than twelve (12) months prior to the Effective Early Termination Date and by paying Date, written notice of Tenant’s election to terminate the Lease (an “Early Termination Notice”) as of the Early Termination Date. Tenant shall pay to Landlord simultaneously a termination payment (the “Termination Payment”) in the amount of $1,300,794.63, representing Landlord Contribution, brokerage commissions and rent abatement, each amortized on a straight line basis over the initial term of the Lease, at an annual interest rate of eight percent (8%). One half of the Termination Payment shall be due concurrently with the delivery of Tenant’s the Early Termination Notice, and the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice other half shall be void and ineffectivedue on the Early Termination Date. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely gives the Early Termination Notice and properly exercises its the required Termination Right and pays to Landlord the Termination FeePayment as provided herein, then the Term of the this Lease shall terminate as of the Effective Early Termination Date and Base Rent and other charges shall be apportioned as of said dateDate. If Tenant fails timely to does not give the Early Termination Notice and make the required Termination Payment as provided herein, at Landlord’s election the Lease shall continue in full force and effect. Such Termination Payment shall be deemed earned by Landlord upon receipt of Tenant’s Early Termination Notice or to pay Notice. After giving the Early Termination FeeNotice, Tenant shall have no right continue to terminate pay all Rent under the Lease for periods prior to the Early Termination Date, in addition to such Termination Payment. After the Early Termination Date, the terms of the Lease intended to survive the end of the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, shall continue in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further full force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right may at its option (the “Termination RightOption”) terminate this Lease as to certain Termination Premises (defined below), effective as of the first day of the month which is 18 months after the date of written notice (the “Termination Notice”) from Tenant of its intent to terminate (the “Termination Date”). The Termination Notice may be given at any time after the 54th month following the Rent Commencement Date. The “Termination Premises” shall mean any portion of the Premises located on the fourth or fifth floor of the Building and identified in the Termination Notice. Tenant’s right to exercise the Termination Option shall be subject to the following conditions precedent: (a) the Termination Premises shall be not less than 20,000 contiguous rentable square feet; (b)the Termination Premises shall have reasonable access to exits in order that Landlord shall be reasonably able to lease the Termination Premises to another tenant for use as laboratory space; (c) Tenant shall pay the reasonable cost of separating the Termination Premises from the remainder of the Premises; (d) Tenant shall agree to extend the term of the Lease with respect to all of that portion of the Premises located on the second floor of the Building for an additional period of not less than 5 years beyond the Termination Date; (e)the remaining portion of the Premises (after Tenant’s surrender of the Termination Premises) located on the fifth floor of the Building shall be not less than 15,000 rentable square feet, and Tenant shall agree to extend the term of the Lease with respect to all of that remaining portion of the Premises located on the fifth floor for an additional period of not less than 5 years beyond the Termination Date. In addition, if Tenant exercises the Termination Option, the then applicable Base Rent per rentable square foot shall be increased as of the Termination Date by an amount per rentable square foot of the then remaining Premises equal to the product of (i) the then current rate of interest on ten-year U.S. Treasury obligations plus 500 basis points times (ii) the amount of the Laboratory Conversion Fund divided by the rentable square footage of the then remaining Premises. The “Laboratory Conversion Fund” shall mean an amount determined by amortizing Landlord’s contribution in excess of $____ per rentable square foot for improvements to the Termination Premises at an annual interest rate of 12% over the period from the Rent Commencement Date for the Termination Premises to the expiration date of the Base Term of the Lease, effective and deducting therefrom that portion attributable to the period prior to the Termination Date. If Tenant effectively exercises the Termination Option, Landlord shall contribute an amount equal to the Laboratory Conversion Fund to be used to convert up to 15,000 rentable square feet of space located on the fifth floor into laboratory space. If there are any uncured defaults by Tenant as of the expiration date Tenant delivers the Termination Notice or as of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice Option shall be void void, and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, remain in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided that no Event of Default shall exist under this Lease or would exist but for the pendency of any cure period provided for in Section 22 of the Lease, unless such Event of Default requires notice under Section 22 and Landlord has not delivered such notice to Tenant, either on the date Tenant delivers its Termination Notice (as hereinafter defined) or on the Termination Date (as hereinafter defined), Tenant shall have the one-time right to terminate First Amendment to Industrial Lease Agreement Priority Fulfillment Services, Inc. April 25, 2013 this Lease with respect to the entire Demised Premises as of the end of August 31, 2016 (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving delivering to Landlord a written termination on or before February 29, 2016, notice of its intention to terminate (the “Tenant’s Termination Notice”) accompanied by a payment of a termination fee (the “Termination Fee”) to Landlord in the amount of $215,000.00. Tenant’s failure to pay such Termination Fee simultaneously with Tenant’s delivery of its Termination Notice shall render void the termination of this Lease and this Lease shall continue in full force and effect. Tenant shall pay all Rent due to and through the Termination Date specified in accordance with the terms of the Lease and shall surrender the Demised Premises to Landlord on or before the date which is twelve (12) months prior Termination Date in the manner and in the condition provided for in the Lease. Tenant shall permit Landlord or its Agents, at any time and without notice, but otherwise subject to the Effective Termination Date and by paying to Landlord simultaneously with the delivery terms of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term Section 23 of the Lease, pursuant to this Section VI. D. Notwithstanding enter the foregoingDemised Premises, in the event Tenant exercises its Right without charge therefore to Landlord and without diminution of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation DateRent, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose exhibit the same to any third party except prospective tenants from and after the date Tenant delivers the Termination Notice. The Termination Fee shall not be deemed to Tenant’s partners, lenders, accountants and attorneys who have been advised be Rent payable under the terms of the confidentiality provisions contained Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord in consideration of Landlord’s agreement to terminate the Lease as herein and agree to be bound by the sameprovided.”

Termination Option. A. Provided Tenant is not in default at the time the option described in this Section 15.3 is exercised, Tenant shall have the right option to terminate this Lease on the thirty-eight (38) month anniversary of the Commencement Date (the “Early Termination Date”). Such option shall be exercised only by delivery to Landlord at least nine (9) months prior to the Early Termination Date of: (i) notice of Tenant’s exercise of such option (“Tenant’s Exercise Notice”) and (ii) a termination fee (the “Termination RightFee”) (which Termination Fee shall be in addition to, and not in substitution of, any Rent payable by Tenant under this Lease) in an amount calculated by: (a) adding together (1) the total brokerage commissions paid to terminate Broker for the initial Term of the Lease, effective plus (2) the total cost incurred by Landlord for the Initial Tenant Work, plus (3) $40,142.26 (representing Fixed Rent for the period that Tenant is not required to pay such Fixed Rent prior to the Rent Commencement Date), plus (4) $66,759.66 (representing three (3) months of the Fixed Rent and Operating Payments payable as of the expiration of Early Termination Date by Tenant under the sixtieth Lease) (60th) full calendar month after the Relocation Date (such sum being hereinafter referred to as the “Effective Termination DateLease Costs”), by giving and (b) determining the amount that, if paid to Landlord a written termination notice in equal monthly installments on the first day of each and every month during the initial Term from the Commencement Date through the first day of the last month of the initial Term, would be sufficient to repay in full the total Lease Costs plus interest thereon at ten percent (10%) per annum (such monthly amount being hereinafter referred to as the “Monthly Amortization”), and (c) determining the amount of Lease Costs that would be remaining unpaid as of the Early Termination Date if the Monthly Amortization were paid on the first day of every month during the initial Term through the first day of the month in which the Early Termination Date occurs and applied first against such accrued interest and then against the remaining unpaid balance of the Lease Costs as described above, the amount so yielded being the Termination Fee. At Tenant’s Termination Notice”) on or before the date which is twelve (12) months written request any time prior to the Effective Termination Date and by paying Tenant’s delivery to Landlord simultaneously with the delivery of Tenant’s Termination Exercise Notice, Landlord shall determine and provide to Tenant a calculation of the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Provided Tenant timely and properly exercises its Termination Right and pays to Landlord termination option described in this Section 15.3 in the Termination Feemanner set forth above, then the Term of the this Lease shall terminate expire as of the Effective Early Termination Date, and such Early Termination Date and Base Rent and other charges shall be apportioned as become the Expiration Date for all purposes of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the this Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. If a transfer of an ownership interest in Tenant results in a change in the current control of Tenant prior to Lease Month 58, Tenant shall have the right one-time option to terminate this Lease with regard to the entire Premises only (the “Termination RightOption”) to terminate on the Term last day of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date 70th Lease Month (the “Effective Termination Date”); provided, the foregoing reference to a change in control shall not constitute Landlord’s consent to a Transfer under Section 10 of this Lease. Tenant may exercise the Termination Option by giving delivering written notice to Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) at least 12 months prior to the Effective Termination Date and by paying Date. If Tenant elects to exercise the Termination Option, then Tenant shall pay a fee to Landlord (the “Termination Fee”), simultaneously with the Tenant’s delivery of Tenant’s the Termination Notice, in an amount equal to the Termination Fee, as hereinafter defined. unamortized portion of all costs incurred by Landlord shall notify Tenant that Landlord has received in connection with this Lease (including the Termination Fee within five (5) Business Days of commissions paid to Landlord’s receipt thereofbroker and Tenant’s broker, the unamortized portion of the abated Basic Rent, the Construction Allowance, the Test Fit Allowance, and the work described in Section 11(d) of Exhibit D), which amount shall accrue interest at 8% per annum and be amortized over the portion of the Lease Term for which Basic Rent is payable. If Tenant does not fails to timely exercise the Termination Option, the Termination Option will be deemed forfeited and the provisions of this Exhibit will be of no force and effect. The Termination Fee is Rent under the terms of this Lease; Tenant's failure to pay the Termination Fee together with the delivery when due will entitle Landlord, without further notice to Tenant, to exercise any of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the rights under this Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameor equity.

Termination Option. A. Tenant (a) In addition to LICENSOR's rights to terminate this Sublicense pursuant to Section 11 above, and whether or not any of the events described in Section 11 above have occurred or exist, TPC shall have the irrevocable right and option (the “"Termination Right”Option") to terminate LICENSEE's rights hereunder, whether or not it elects to terminate the Term LICENSE AGREEMENT, in consideration of the Leasepayment by TPC of a cancellation fee equal to the fair market value, effective as of the expiration date of the sixtieth Termination Option is exercised, of LICENSEE's rights under this Sublicense as determined pursuant to (60thc) full calendar month after below. (b) To exercise the Relocation Date (the “Effective Termination Date”)Option, by giving Landlord TPC shall deliver to LICENSEE a written termination notice (the “Tenant’s "Termination Notice”") on or before the date which is twelve (12) months prior indicating TPC's election to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, exercise the Termination Fee, as hereinafter definedOption pursuant to this Section. Landlord shall notify Tenant that Landlord has received For a period of 30 days after exercise of the Termination Fee Option, LICENSEE shall afford TPC full access to all of LICENSEE's documents and information which TPC may request. TPC may rescind the Termination Notice at any time within five 15 days after such 30-day due diligence period or after the final determination of the appraisers pursuant to (5C) Business Days of Landlord’s receipt thereofbelow. Such rescission shall be by written notice and be without liability to either party; provided that TPC may not exercise the Termination Option more than once in any calendar year. If Tenant does the Termination Option is exercised and the Termination Notice is not rescinded, TPC shall pay the Termination Fee together with Notice is not rescinded, TPC shall pay the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice Payment in cash and LICENSEE's sublicense rights hereunder shall be void and ineffectivethereupon terminate. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term (c) The fair market value of the Lease shall terminate LICENSEE's rights under this Sublicense as of the Effective Termination Date and Base Rent and other charges shall be apportioned as date of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay exercise of the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer Option (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.i.

Termination Option. A. Notwithstanding anything to the contrary contained in the Lease, provided Tenant is not in monetary default under the Lease beyond any applicable notice and/or cure period, Tenant shall have the right option (the “Termination RightOption”) to terminate the Term Lease effective on the last day of the Lease, effective as sixty-ninth (69th) month of the expiration of the sixtieth (60th) full calendar month after the Relocation Date Extension Term (the “Effective "Termination Date”), by giving providing Landlord a with written termination notice of such option election (the “Tenant’s "Termination Notice”) on or before the date which ). The Termination Notice shall be effective only if it is given to Landlord at least twelve (12) months prior to the Effective Termination Date and by paying (the “Termination Notice Deadline”); accordingly, if Tenant has not given the Termination Notice to Landlord simultaneously with prior to the delivery of Tenant’s Termination NoticeNotice Deadline, the Termination FeeOption shall expire and be of no further force or effect, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right or option to terminate the Term of the Lease, Lease pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) Paragraph 11 at any time after the thirty-sixth Termination Notice Deadline. As a condition precedent to any termination of the Lease pursuant to the provisions of this Paragraph 11, Tenant must have delivered to Landlord within thirty (36th30) calendar month days after Landlord advises Tenant in writing of the calculation of the Termination Fee (defined below) an amount as a termination fee equal to the sum of (i) six (6) months of Base Rental and Tenant’s Additional Rental in the amounts that would have been paid for the next six (6) months of the Extension Term following the Relocation Termination Date had the Termination Option not been exercised, plus an amount equal to the unamortized portion (amortized on a straight-line basis at ten percent (10%) per annum) of the Construction Allowance, free rent and leasing commissions (the “Termination Fee”). It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of the Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss and shall be paid to Landlord as Additional Rent. Tenant shall continue to be liable for its obligations under the Lease to and through the Termination Date, then including, without limitation, Tenant’s Additional Rental that accrues pursuant to the terms of the Lease, with all of such obligations surviving the early termination of the Lease. The rights granted to Tenant under this Paragraph 11 are personal to Tenant, and in the event of any assignment of the Lease by Tenant prior to the Termination Right Notice Deadline, the Termination Option shall automatically become null and thenceforth be void and of no further force and or effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the one-time right to terminate this Lease (the “Termination Right”) to terminate the Term as of the Leaselast day of the twenty-fourth (24th) month of the Lease Term (the “Termination Date”) by providing Landlord with not less than nine (9) months’ prior written notice. As a condition to the effectiveness of the Termination Right, effective Tenant must satisfy all of the following requirements, satisfaction of which shall mean that the Lease will terminate on the Termination Date with the same force and effect as of if such date were the date originally established in this Lease for the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before Lease Term: 2.5.1 As of the date which is twelve (12) months prior to the Effective Termination Date and by paying to that Tenant notifies Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days exercise of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its this Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges Date, there shall be apportioned no monetary Event of Default (beyond the expiration of all applicable notice and cure periods) by Tenant under this Lease and there shall have occurred no act or omission which, with the passage of time or giving of notice, or both, would become an Event of Default by Tenant under the Lease; 2.5.2 [Intentionally omitted]; 2.5.3 At the time Tenant gives written notice to Landlord as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Feeprovided for in subpart 2.5.1 above, Tenant shall have no right paid Landlord a termination fee, equal to terminate the Term unamortized portions of the LeaseTenant Improvement Allowance and leasing commissions, which shall be amortized over the Lease Term at an annual interest rate of 8%, and repayment of the initial two (2) months of abated rent. The amount of the Tenant Improvement Allowance shall be set forth in a written notice from Landlord to Tenant, as soon as the amount is determined; and 2.5.4 Upon termination of the Lease pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by lawparagraph, Tenant shall not disclose surrender and vacate the same Premises to any third party except Landlord as provided for in this Lease. All rights and obligations of Landlord and Tenant, unless expressly stated herein to Tenant’s partnerssurvive the expiration or earlier termination of this Lease, lenders, accountants and attorneys who have been advised shall cease to exist as of the confidentiality provisions contained herein and agree to be bound by the sameTermination Date.

Termination Option. A. Tenant shall have the right (the “Termination Right”) one-time option to terminate this Lease and the Lease Term on the date that is the last day of the Leasemonth that is the sixty-eighth (68th) month from the Commencement Date. Assuming the Commencement Date is July 1, 2006, Tenant shall have the one-time option to terminate this Lease effective as of the expiration of the sixtieth February 29, 2012 (60th) full calendar month after the Relocation Date (the “Effective Early Termination Date”), by giving Landlord a provided that Tenant gives written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying thereof to Landlord simultaneously with between June 1, 2011 and June 30, 2011 and provided further that no Event of Default has occurred at the delivery time of Tenant’s such notice nor at the time of the Early Termination Notice, the Termination Fee, as hereinafter definedDate. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination NoticeAdditionally, Tenant’s Termination Notice shall be void right to terminate hereunder is conditioned upon the payment in full by Tenant, at the time it delivers notice to Landlord that it is exercising its termination right of an amount equal to any unamortized abatement of Rent (excluding casualty or condemnation) or “free rent” provided by Landlord; and ineffective. B. For (ii) the purposes hereofthen unamortized cost of (a) the Work and (b) leasing commissions actually paid by Landlord in connection with this Lease (collectively, the “Termination FeePayment”). It is hereby understood and agreed that in calculating the Termination Payment, the then unamortized costs of the Work, leasing commissions, and “free rent” will be amortized over a period of eighty-eight (88) months of paid rent beginning on May 1, 2007 (assuming the Commencement Date is July 1, 2006) utilizing an interest rate of eight percent (8%) per annum. After Landlord’s receipt of the Termination Payment and so long as Tenant has surrendered the Premises in the condition required under the Lease, neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Actual Termination Date, except those which, by the provisions of this Lease, expressly survive the termination of this Lease. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate dated as of the Effective Termination Date and Base Rent and other charges date first above written. If the execution date is left blank, this Lease shall be apportioned deemed executed as of said datethe date first written above. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination FeeLANDLORD: GATEWAY WINDWARD, Tenant shall have no right to terminate the Term of the LeaseINC., pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer a California corporation By: Invesco Institutional (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) monthsN.A.), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated Inc., as strictly confidentialadvisor By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice-President Execution Date: 12/21/05 TENANT: OPTIO SOFTWARE, andINC., except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.a Georgia corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: CFO Execution Date: 12/21/05

Termination Option. A. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right one-time option (the “Termination RightOption”) to terminate the Term of the this Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date April 30, 2025 (the “Effective Termination Date”), by giving providing Landlord a with written termination notice of such Termination Option election (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined). Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Such Termination Notice shall be void and ineffective. B. For the purposes hereofeffective only if it is given to Landlord not later than May 1, 2024 (the “Termination Fee” shall be $714,175. C. If Notice Deadline”); accordingly, if Tenant timely and properly exercises has not given its Termination Right and pays Notice to Landlord prior to the Termination FeeNotice Deadline, then the Term this Termination Option shall expire and be of the Lease shall terminate as of the Effective Termination Date no further force or effect, and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right or option to terminate the Term of the Lease, this Lease pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) Special Stipulation No. III at any time after the thirtyTermination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. III, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord no later than the Termination Date, an amount as a termination fee equal to the sum of (i) six (6) months of the then current Basic Rent and Additional Rent, plus (ii) all unamortized Transaction Costs, as hereinafter defined, all amortized using an interest rate of eight percent [8%] per annum over the applicable time period as further described below. The general definition of “Transaction Costs” means generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord, but does not include attorneys’ fees. For purposes of this Lease and the initial Leased Premises, Transaction Costs will include the Allowance, the Abatement (i.e., not including the Beneficial Occupancy Period), the Refurbishment Allowance (if Tenant has received or utilized same) and leasing commissions incurred in connection with the Leased Premises, which shall be amortized over the 180-sixth (36th) calendar month months in the Term following the Relocation Abatement Period. With respect to any future expansion space (including, without limitation, Option Space 1, Option Space 2, and Option Space 3), the Transaction Costs, as are applicable to the specific expansion space, will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, then including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. Tenant’s rights under this Special Stipulation No. 5 shall be effective only if Tenant is not in an Event of Default hereunder in excess of the Default Threshold at the time of the delivery of the Termination Notice. If Tenant elects to duly and timely exercise this Termination Option, Tenant’s First Refusal Right in Special Stipulation No. I.4. above shall automatically become null and thenceforth be void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated effect as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by date of the sameTermination Notice.

Termination Option. A. Provided that (a) Tenant has not assigned the Lease or sublet any portion of the Premises and (b) Tenant is not in default under the Lease, Tenant shall have a one (1) time option to terminate the right Lease (the “Termination RightOption”), effective on the commencement date of a new lease with Landlord for larger premises within Landlord’s portfolio (the “New Lease”) (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”). Tenant shall exercise the Termination Option by delivering to Landlord written notice (the “Termination Notice”) of such election to terminate the Term Lease concurrently with execution of the New Lease and if Tenant properly delivers the Termination Notice, 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 Lease, effective including, but not limited to, Section 10.06. Unless Landlord otherwise agrees in writing, Tenant may not exercise the Termination Option, and no exercise thereof shall be effective, if a default or event or circumstance which with the giving of notice or passage of time or both could constitute a default by Tenant shall exist under the Lease as of the expiration date on which the Termination Notice is given or as of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Early Termination Date”), by giving Landlord a written termination notice (the “. Upon Tenant’s Termination Notice”) on or before delivering the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify any and all rights of Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of extend the Lease Term shall terminate as of the Effective Termination Date and Base Rent and other charges shall immediately be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and 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. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Notwithstanding anything to the contrary contained herein, Tenant shall have a one-time option to surrender the Premises (“Termination Option”) in accordance with the following terms and conditions: a. If Tenant desires to exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Landlord no later than the date that is ten (10) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article. b. If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate at 11:59 p.m. on the last day of the month during which the day prior to the thirty-eighth (38th) month anniversary of the Commencement Date occurs (the “Termination Date”). c. In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord $67,367.05 (“Termination Fee”) simultaneously with the Termination Notice sent by Tenant to Landlord. d. Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Date, shall survive the termination of this Lease. e. Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option. If Landlord does not cancel Tenant’s exercise of the Termination Option after Tenant’s default, Tenant shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date. f. In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Premises to Landlord on or before the Termination Date vacant, broom-clean, in good order and condition, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant. g. If Tenant shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Tenant shall be deemed to be a holdover Tenant from and after the Termination Date, and in such event all covenants and terms of Article 19 shall apply and shall also be liable to Landlord for all costs and expenses incurred by Landlord in securing possession of the Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means. h. If Tenant properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof. i. If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall be deemed null and void and neither Tenant nor any assignee or subTenant shall have the right (to exercise such option during the “Termination Right”) to terminate the Term term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on such assignment or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffectivesublease. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant Provided that on the date that Subtenant gives a Termination Notice (as hereinafter defined) to Sublandlord and on the Termination Date (as hereinafter defined), (i) Subtenant shall not then be in monetary or material non-monetary default under this Sublease beyond any applicable notice and cure period (and if such a default exists, then as soon as such default is cured) and (ii) the original named subtenant (i.e., Axsome Therapeutics, Inc.) (the "Named Subtenant") and its successors, assigns or Affiliates are occupying 65% of the Premises Subtenant shall have the one-time right (the “Termination RightOption”) to terminate this Sublease effective on the Term day immediately preceding the 5th anniversary of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Rent Commencement Date (the “Effective Termination Date”), . Subtenant may exercise the Termination Option only by (a) giving Landlord a written termination to Sublandlord irrevocable notice of such exercise (the “Tenant’s Termination Notice”) on or before the date which that is twelve (12) 12 months prior to the Effective Termination Date (the “Termination Exercise Date”), and by (b) paying to Landlord simultaneously with the delivery of Tenant’s Termination NoticeSublandlord, on or before the Termination FeeExercise Date, time being of the essence, a termination fee (the “Termination Payment”) equal to all Transaction Costs (as hereinafter defined). Landlord shall notify Tenant that Landlord has received the The Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice Payment shall be void in addition to, and ineffective. B. For the purposes hereofnot in lieu of, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Feepayments of Fixed Rent, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Additional Rent and other charges shall be apportioned as of said dateaccruing under this Sublease through the Termination Date. If Tenant fails Subtenant shall fail to timely to give Tenant’s the Termination Notice on or to before the Termination Exercise Date (time being of the essence) or pay the Termination FeePayment on or before the Termination Exercise Date (time being of the essence), Tenant then Subtenant shall conclusively be deemed to have waived Subtenant’s right to exercise the Termination Option and Subtenant shall have no right to terminate the Term of the Lease, pursuant to further rights under this Section VISection. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant Notwithstanding anything to the contrary contained herein, Lessee shall have the right option to surrender the Premises ("Termination Option") in accordance with the “following terms and conditions: a. If Lessee desires to exercise the Termination Right”Option, Lessee shall give Lessor irrevocable written notice ("Termination Notice") to terminate of Lessee's exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Lessor no later than the Term of the Lease, effective as of the expiration of the sixtieth date that is nine (60th9) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date Date. TIME IS OF THE ESSENCE with respect to Lessor's receipt of the Termination Notice and by paying all other deadlines in this Article. b. If Lessee gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to Landlord simultaneously with the delivery Premises only shall terminate at 11:59 p.m. on the last day of Tenant’s a calender month set forth in Lessee's Termination Notice, but in no event earlier than the last day of the month during which the day prior to the second (2nd) year anniversary of the Commencement Date occurs (the "Termination FeeDate"). c. In consideration for Lessee's termination of this Lease, Lessee shall pay Lessor a termination fee equal to the then unamortized construction costs and leasing commissions, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then construction costs are amortized over the Term of the Lease shall terminate and the leasing commission are amortized over three (3) years, together with an interest factor of eight percent (8%) per annum ("Termination Fee") simultaneously with the Termination Notice sent by Lessee to Lessor. The amortization schedules with respect to the Termination Fee are attached hereto as Exhibit H. d. As of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or Date, Lessee's obligations to pay Fixed Based Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other obligations, shall cease, provided that Lessee vacates the Premises and pays the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to Fee in accordance with this Section VIArticle. D. e. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) if at any time during the period on or after the thirty-sixth (36th) calendar month following date on which Lessee shall exercise its Termination Option, up to and including the Relocation Termination Date, Lessee shall be in default of this Lease, beyond any applicable notice and cure period, then Tenant’s Lessor may elect, but is not obligated, to cancel and declare null and void Lessee's exercise of the Termination Right Option and this Lease shall automatically become continue in full force and effect for the full Term hereof unaffected by Lessee's exercise of the Termination Option. If Lessor does not cancel Lessee's exercise of the Termination Option after Lessee's default, Lessee shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date. f. In the event Lessee exercises the Termination Option, Lessee covenants and agrees to surrender full and complete possession of the Premises to Lessor on or before the Termination Date vacant, broom-clean, in good order and condition, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Lessee. g. If Lessee shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Lessee shall be deemed to be a holdover Lessee from and after the Termination Date, and in such event all covenants and terms of Article 25 shall apply and shall also be liable to Lessor for all costs and expenses incurred by Lessor in securing possession of the Premises. Lessor may accept any such sums from Lessee without prejudice to Lessor's right to evict Lessee from the Premises by any lawful means. h. If Lessee properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof. i. If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall be deemed null and void and neither Lessee nor any assignee or sublessee shall have the right to exercise such option during the term of no further force and effectsuch assignment or sublease. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right (the “Termination Right”) to terminate this lease ("Termination Option") after January 1, 2000 on the Term of the Lease, effective following terms and conditions: 1. Such right is conditioned upon there being no default as of the expiration date of going of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written notice of termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) as described infra, 2. At lease six months prior to the Effective Termination Date and by paying proposed termination date, Tenant gives written notice to Landlord simultaneously with of its exercise of the delivery of Tenant’s Termination Option (the "Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received ") which notice is accompanied by the Termination Fee within five (5) Business Days of Landlord’s receipt thereofas defined and calculated in paragraph 5 infra, 3. If Tenant does not pay pays the next three months rent and all additional rent due under the lease in a timely manner and. prior to its vacating the premises, pays the three remaining months rent and additional rent due. For example, if the Termination Fee together with the delivery Notice is given February 1, 2000 for a Termination date of Tenant’s Termination NoticeAugust 1, Tenant’s Termination Notice 2000, then rent and additional rent shall be void paid February 1, March 1 and ineffective. B. For the purposes hereof, the “Termination Fee” April 1; three months rent and additional rent shall be $714,175.paid April 20 and Tenant shall vacate on April 30, 2000, C. If 4. The Tenant timely vacates and properly exercises its Termination Right surrenders the Premises and pays leaves it in a broom-clean condition three months prior to Landlord the Termination Fee, then Date. It is agreed and understood that Landlord may re-rent the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at demised premises commencing any time after the thirtyTenant vacates the Premises. 5. The Termination Fee is the unamortized amount as of the date of the Termination Notice of the sum of the costs relating to tenant improvement work plus interest as shown on the attached schedule. For example, using the dates set forth in paragraph 3, the Termination Fee would be the "Principal Balance" on the attached schedule after the 13th payment, the February 1, 2000 payment, or $10,820.39; 6. If Tenant performs all of the foregoing conditions in a timely and satisfactory manner, Landlord and Tenant shall enter into a written Lease Termination Agreement reflecting the termination of this Lease as of the Termination Date. Owner BRIDGE STREET PROPERTIES, LLC By: One Bridge Street Corporate Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------- ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President Tenant By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ --------------- EOS, Vice President GUARANTY: FOR VALUE RECEIVED, and in consideration for, and as an inducement to BRIDGE STREET PROPERTIES, LLC making within lease with Tenant the undersigned guarantees to Owner, Owner's successors and assigns, the full performance and observance of all the covenants, conditions and agreements, therein provided to be performed and observed by Tenant, including the "Rules and Regulations" as therein provided, without requiring any notice of non-sixth (36th) calendar month following payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the Relocation Dateundersigned therefor, then Tenant’s Termination Right all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall automatically become null in no wise be terminated, affected or impaired by reason of the assertion by Owner against Tenant of any of the rights or remedies reserved to Owner pursuant to the provisions of the within lease. The undersigned further covenants and void agrees that this guaranty shall remain and of no further continue in full force and effecteffect as to any renewal, modification or extension of this lease and during any period when Tenant is occupying the premise as "statutory tenant. E. Upon " As a further inducement to Owner to make this lease and in consideration thereof, Owner and the prior written request undersigned covenant and agree that in any action or proceeding brought by either Owner or the undersigned against the other on any matters whatsoever arising out of, under, or by virtue of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant the terms of office space in the Building that is currently available for this lease or of the guarantee that is anticipated Owner and the undersigned shall and do hereby waive trial by jury. Notwithstanding anything else contained herein, this guarantee shall be limited to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months_____ months rent and additional rent. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.___________________________ Witness __________________________ EXHIBIT B SCOPE OF WORK I. 10. EXHIBIT C2 (EXAMPLE ONLY)

Termination Option. A. Provided that that no uncured Event of Default then exists (both at the time of the giving of notice and at the scheduled termination date), then Tenant may terminate this Lease effective as of October 31, 2008 (the "Effective Termination Date"), by delivering written notice of such termination (the "Termination Notice") to Landlord on or before July 31, 2008. Landlord shall provide Tenant written notice of the amount of the Termination Fee (defined below), within ninety (90) days following the Commencement Date for the Initial Premises. Tenant shall have pay the Termination Fee in cash or immediately available funds to Landlord concurrently with the delivery of the Termination Notice. The term "Termination Fee" shall mean an amount of money equal to the brokerage commission paid to Tenant's Broker in connection with this Third Amendment. The Termination Fee shall be fully earned by Landlord upon its delivery and shall be non-refundable to Tenant for any reason. Notwithstanding Tenant's early termination of this Lease pursuant to this paragraph, Tenant shall remain liable for all obligations which accrue under this Lease through and including the Effective Termination Date. Tenant's failure to timely notify Landlord of Tenant's election hereunder or to timely deliver the Termination Fee to Landlord shall automatically extinguish Tenant's right (the “Termination Right”) to terminate the Term this Lease. The termination option hereby granted to Tenant is personal to Tenant, and any assignment or subletting by Tenant of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written or any termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease not in accordance with this Section shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request termination option of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the samehereby granted.

Termination Option. A. Tenant shall have the right (the “Termination Right”) option to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the this Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth third anniversary date of the Commencement Date provided Tenant gives Landlord not less than nine (36th9) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the months prior written request notice to terminate and provided Tenant is not in default under this Lease at the time of the giving of such notice nor on the Termination Date. Such notice must specify the date (which cannot be prior to the third anniversary date of the Commencement Date) on which Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in desires the Building that is currently available for lease or that is anticipated termination to become available effective (the "Termination Date"). On the date Tenant delivers written notice to lease upon the expiration Landlord of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by lawits election to terminate this Lease, Tenant shall not disclose the same pay Landlord an amount equal to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised $4.00 per RSF of the confidentiality provisions contained herein Premises as of the Termination Date if Tenant elects to terminate this Lease effective as of the third anniversary date of the Commencement Date (the "Termination Fee"), which Termination Fee shall be reduced by $.17 per RSF of the Premises per month for each full month during which the Lease remains in effect beyond the third anniversary date of the Commencement Date. As of the Termination Date: (a) all Base Rent, additional Rent and agree to other sums payable by Tenant under this Lease shall be bound paid through and apportioned as of the Termination Date; (b) neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Termination Date, except those which, by the sameprovisions of this Lease, expressly survive the termination of this Lease; and (c) Tenant shall surrender the Premises in the condition required under this Lease.

Termination Option. A. Notwithstanding anything to the contrary contained herein, Tenant shall have a one-time option to surrender the Premises (“Termination Option”) in accordance with the following terms and conditions: a. If Tenant desires to exercise the Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which shall be delivered by certified mail which Termination Notice must be received by Landlord no later than the date that is nine (9) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Notice and all other deadlines in this Article. b. If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate at 11:59 p.m. on the last day of the month during which the day prior to the forty-second (42nd) month anniversary of the Commencement Date occurs (the “Termination Date”). c. In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord $118,971.00 (“Termination Fee”) simultaneously with the Termination Notice sent by Tenant to Landlord. d. Tenant’s obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination Date, shall survive the termination of this Lease. e. Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option. If Landlord does not cancel Tenant’s exercise of the Termination Option after Tenant’s default, Tenant shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date. f. In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Premises to Landlord on or before the Termination Date vacant, broom-clean, in good order and condition, reasonable wear and tear excluded, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant. g. If Tenant shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Tenant shall be deemed to be a holdover Tenant from and after the Termination Date, and in such event all covenants and terms of Article 19 shall apply and shall also be liable to Landlord for all costs and expenses incurred by Landlord in securing possession of the Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to evict Tenant from the Premises by any lawful means. h. If Tenant properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof. i. If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall be deemed null and void and neither Tenant nor any assignee or sublessee shall have the right (to exercise such option during the “Termination Right”) term of such assignment or sublease. EACH PARTY AGREES that it will not raise or assert as a defense to terminate any obligation under this Lease, or make any claim that this Lease is invalid or unenforceable, due to any failure of this document to comply with ministerial requirements, including requirements for corporate seals, attestations, witnesses, notarizations or other similar requirements, and each party hereby waives the Term right to assert any such defense or make any claim of invalidity or unenforceability due to any of the Lease, effective foregoing. THE PARTIES to this Lease have executed and delivered this Lease as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”)date set forth above. LANDLORD: TENANT: SENTRY PARK WEST L.L.C. INOVIO BIOMEDICAL CORPORATION By: ▇▇▇▇-▇▇▇▇ Glendale Limited Partnership, by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Noticemember By: ▇▇▇▇-▇▇▇▇ Sub XXII, the Termination FeeInc., as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.general partner By: By: Name: J. ▇▇▇▇▇▇ ▇▇▇ Title: Chief Executive Officer

Termination Option. A. (a) Subject to the terms of this Article 12, the Tenant shall have the right a one-time right, at its sole option (the “Termination RightOption”) ), to terminate this Lease at any time during the Term in respect of a portion of the LeaseLeased Premises satisfying the Surrendered Premises Requirements (as defined below) (the “Surrendered Premises”), effective as of the expiration last day of the sixtieth (60th) full calendar 84th month after the Relocation Rent Commencement Date (the “Effective Termination Option Date”), ) by giving Landlord a written termination delivery of an irrevocable notice (the “Tenant’s Termination Option Notice”) on or before identifying the date Surrendered Premises, which is twelve notice shall be delivered to Landlord no later than nine (129) months prior to the Effective Termination Date and by paying Option Date, provided, however, that the effectiveness of the exercise of the Termination Option shall be conditioned upon Tenant’s timely payment of the 50% of the Termination Payment (as defined below). Promptly following Landlord's receipt of the Termination Option Notice, Landlord shall deliver to Tenant a statement specifying the Termination Payment. The Leased Premises less the Surrendered Premises are hereinafter referred to as the “Retained Premises.” Tenant shall pay to Landlord simultaneously with the delivery 50% of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received Payment within 30 days following Tenant's receipt of such statement and the remainder of the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay Payment prior to or on the Termination Fee together Option Date. “Termination Payment” shall mean, subject to this Section 12.1(a), (i) with respect to any portion of the delivery Surrendered Premises that is part of Tenant’s Termination Noticethe Initial Premises, Tenant’s Termination Notice an amount equal to product of (1) the sum of the then unamortized (A) Construction Allowance and the Test Fit Allowance, (B) cost value of any gross free rent provided to Tenant hereunder, and (C) brokerage commissions paid by Landlord in connection with this Lease (which amounts shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then amortized on a straight line basis over the Term of this Lease with interest thereon at 7% per annum compounding monthly) and (2) the Lease shall terminate as resulting quotient from dividing (x) the number of square feet of Net Rentable Area of such portion of the Effective Termination Date Surrendered Premises that is a part of the Initial Premises by (y) number of square feet of Net Rentable Area of the Initial Premises and Base Rent (ii) with respect to any portion of the Surrendered Premises that is not part of the Initial Premises, an amount equal to product of (1) the sum of the then unamortized concessions provided to Tenant in connection with leasing the entire premises of which such portion of the Surrendered Premises is a part (the “Entire Applicable Premises”) (the concessions will only be the tenant improvement allowance, free rent, and other charges brokerage commission and the cost of any work performed by Landlord to prepare the applicable Entire Applicable Premises for Tenant’s initial occupancy thereof) (which amounts shall be apportioned as amortized on a straight line basis over the term of said datethe lease with respect to the applicable Entire Applicable Premises with interest thereon at 7% per annum compounding monthly) and (2) the resulting quotient from dividing (x) the number of square feet of Net Rentable Area of such portion of the Surrendered Premises that is a part of the applicable Entire Applicable Premises by (y) number of square feet of Net Rentable Area of the applicable Entire Applicable Premises. If In the event that Tenant fails to timely to give Tenant’s Termination Notice or to pay any portion of the Termination FeePayment, Tenant shall no longer have no any right to terminate the Term of the Lease, this Lease pursuant to this Section VI. D. 12.1(a). Notwithstanding the foregoing, in the event the Net Rentable Area of the Surrendered Premises exceeds 20% of Net Rentable Area of the Leased Premises leased by Tenant exercises its Right as of First Offer the time of the Termination Option Notice pursuant to, and in accordance with, the terms of this Section 12.1(a), the Termination Payment shall be increased by an amount equal to four (as defined below4) at any time after monthly installments of the thirty-sixth (36th) calendar month following the Relocation Date, then Base Rental and Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon Additional Rental. Notwithstanding anything herein to the prior written request of Tenant contrary, the Surrendered Premises must comply with the following requirements (such request to be made not more frequently than once every six (6) months)collectively, Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.“Surrendered Premises Requirements”):

Termination Option. A. Subject to the full and complete satisfaction of the Termination Conditions Precedent (as hereinafter defined), in accordance with the provisions of this Article 13, Tenant shall have the right one-time irrevocable option to terminate this Lease (a “Termination”). The conditions precedent (the “Termination RightConditions Precedent”) to terminate the Term effectiveness of any such Termination shall be as follows: (i) the Leaseeffective date of any such Termination shall be July 1, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date 2015 (the “Effective Termination Date”), by giving Landlord a ; (ii) Tenant shall deliver written termination notice (the a “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective of such Termination Date and by paying to Landlord simultaneously by not later than July 1, 2014; (iii) concurrent with the delivery of Tenant’s the Termination Notice, the Tenant shall pay to Landlord, without deduction or offset, a non-refundable cash Termination Fee, Fee (as hereinafter defined); and (iv) on the Surrender Date (as hereinafter defined) no Event of Default of Tenant shall have occurred under this Lease. Landlord shall notify Tenant that Landlord has received the Said Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void Additional Rent and ineffective. B. For the purposes hereofshall be in addition to, the and not in lieu of, any other payments due under this Lease (including payments of Annual Fixed Rent and Additional Rent). The “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays an amount equal to Landlord the Termination Fee, then the Term of the Lease shall terminate Unamortized Portion (as hereinafter defined) as of the Effective Termination Date of all costs and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the expenses incurred by Landlord in connection with this Lease, pursuant to including the cost of all tenant improvements paid for by Landlord (including any improvements paid for with the Allowance), and all brokerage commissions paid by Landlord in connection with this Section VI. D. Notwithstanding Lease. The “Unamortized Portion” shall mean the foregoingforegoing amounts, in amortized on a straight line basis over the event Term, together with interest thereon at the rate of 8% per annum. Upon request made by Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation DateFebruary 1, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months)2014, Landlord shall inform Tenant provide Tenant, within ten (10) business days of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partnersrequest therefor, lenders, accountants and attorneys who have been advised with a determination of the confidentiality provisions contained herein and agree to be bound by foregoing costs, along with Landlord’s calculation of the sameUnamortized Portion of the costs as of the Termination Date.

Termination Option. A. Tenant shall have the right a one-time option to terminate this Lease (the “Termination RightOption”) to terminate the Term of the Lease), effective as of the expiration last day of the sixtieth eighty-fourth (60th84th) full calendar month after the Relocation Date Lease Month (the “Effective Termination Date”), by giving . The Termination Option is hereby granted subject to the following terms and conditions: (i) Tenant shall provide Landlord with a written termination notice of Tenant’s election to exercise the Termination Option (the “Tenant’s Termination Notice”), which Termination Notice (a) on or before the date which is shall be given not later than twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with Date, TIME BEING OF THE ESSENCE. (ii) Tenant shall not be in default under this Lease either on the delivery date of Tenant’s exercise of the Termination Option or, unless waived in writing by Landlord, on the Termination Date. (iii) Tenant shall pay to Landlord together with the Termination Notice, the Termination FeeTIME BEING OF THE ESSENCE, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five a cash lease termination fee (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” ”) in an amount equal to the sum of $5,168,437.00 plus the unamortized amount of any portion of the Additional Allowance received by Tenant (amortized on a straight-line basis over the initial lease term at a rate of [*] percent). (iv) If Tenant shall exercise the Termination Option in strict accordance with the terms and conditions of this Article 31, then (a) all Rent payable under this Lease shall be $714,175. C. If paid through and apportioned as of the Termination Date (in addition to payment by Tenant timely and properly exercises its Termination Right and pays to Landlord of the Termination Fee); (b) neither party shall have any rights, then estates, liabilities, or obligations under this Lease for the Term period accruing after the Termination Date, except those which are incurred, have accrued or relate to the period prior to the Termination Date; and (c) Tenant shall surrender and vacate the Premises and deliver possession thereof to Landlord on or before the Termination Date in the condition required under this Lease for surrender of the Lease Premises. (v) The Termination Option shall automatically terminate as and become null and void upon the earlier to occur of: (a) the Termination of Tenant’s right to possession of the Effective Premises; or (b) the failure of Tenant to timely or properly exercise the Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice Option or to pay the Termination Fee, Tenant shall have no right to terminate . * Confidential treatment requested; certain information omitted and filed separately with the Term of the Lease, pursuant to this Section VISEC. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. (a) Tenant shall have the right (the “Termination Right”) a one-time option to terminate the Term Lease effective as of March 31, 2002 the "Termination Date") provided that (i) the Lease is in full force and effect and Tenant shall not be in default under the Lease, effective both at the time the Termination Notice is given, and on the Termination Date, (ii) Tenant has provided Landlord with prior written notice of its intention to terminate the Lease (the "Termination Notice") on or before October 1, 2001, and (iii) a check in the amount of $210,000.00 (the "Termination Fee") for costs associated with Tenant's occupancy of the Premises accompanies the Termination Notice. Failure to pay the Termination Fee to Landlord at the time the Termination Notice is delivered to Landlord shall make such Termination Notice null and void and of no force and effect whatsoever, and this Lease shall continue in full force and effect as if such Termination Notice had not been given. In the event that Tenant exercises its option as aforesaid, then, in such event, such termination shall be treated as if the term of this Lease had expired and all provisions contained in this Lease pertaining to the rights and obligations of Tenant and Landlord as to and as of the expiration of the sixtieth (60th) full calendar month after term of this Lease shall apply in a like-manner to such early termination. In the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If event Tenant does not pay timely notify Landlord of its intent to terminate, this Lease shall continue, in full force and effect, throughout the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffectiveentire Lease Term. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in (b) In the event Tenant exercises its Right of First Offer (as defined belowin paragraph 3 above, and desires to terminate the Lease, all terms and conditions pursuant to paragraph 5(a) at any time after above shall apply to the thirty-sixth Additional Space, except that Tenant shall pay the Termination Fee in an amount equivalent to the unamortized costs incurred by Landlord in connection with Tenant's occupancy of the Additional Space (36thincluding, but not limited to leasing commissions and improvement allowance) calendar month following as of the Relocation Termination Date, then Tenant’s Termination Right shall automatically become null assuming amortization of such costs at a rate of ten percent (10%) per annum over the period between the Delivery Date and void and of no further force and effectthe Lease Expiration Date. E. Upon (c) In the prior written request event Tenant does not exercise its Termination Option as defined in paragraph 5(a) above, effective as of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) monthsApril 1. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law2002, Tenant shall not disclose be allocated an allowance of up to $5.00 per square foot (the same "Refurbishment Allowance") for paint and carpet to the Premises and any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameAdditional Space.

Termination Option. A. Tenant shall have the right an option (the “"Termination Right”------------------ Option") to terminate this Lease with respect to the Term Initial Premises and the Second Floor Option Space (if Tenant leases such space through the exercise of the LeaseSecond Floor Expansion Option), or to terminate Tenant's lease of only a part of the Initial Premises and the Second Floor Option Space (if Tenant leases such space through the exercise of the Second Floor Expansion Option) (provided if Tenant terminates this Lease as to only a part of the Premises, (i) such part must consist of at least one full floor, (ii) Tenant may not terminate this Lease for a particular floor unless Tenant also terminates this Lease for all portions of the applicable space then leased by Tenant on higher floors, and (iii) if consisting of more than one full floor, may not include less than all space leased by Tenant on a floor [i.e., Tenant may not terminate only part of the space leased by Tenant on a particular floor]), effective as of the expiration last day of the sixtieth (60th) full calendar month after seventh year of the Relocation Date Term (the “Effective "Termination Date”"). Tenant may not terminate this Lease with respect to any space leased by Tenant pursuant to the Fifth Floor Expansion Option, by giving the Right of First Refusal or the Right of First Opportunity or pursuant to separate negotiations between Landlord a and Tenant. The Termination Option is granted subject to the following terms and conditions: (1) Tenant gives Landlord written termination notice (of Tenant's election to exercise the “Tenant’s Termination Notice”) on or before the date which is twelve (12) Option not later than 12 months prior to the Effective Termination Date and by paying to Landlord simultaneously with Date; (2) Tenant is not in Default under this Lease, either on the delivery of Tenant’s Termination Notice, date that Tenant exercises the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received Option on the Termination Fee within five Date; and (53) Business Days of Tenant pays to Landlord’s receipt thereof. If Tenant does , not pay later than three months before the Termination Fee together with Date, a cash lease termination fee (the delivery "Fee") in an amount equal to the product of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For $35.00 multiplied by the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term rentable area of the Lease shall terminate as part of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VIPremises being terminated. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Notwithstanding anything to the contrary contained in this Lease, Tenant shall will have the right (the “Termination Right”) one-time option to terminate the Term of the Leaseand cancel this Lease ("Termination Option"), effective as of 11:59 p.m. on the expiration last day of the sixtieth ninety-sixth (60th96th) full calendar month after of the Relocation Date initial Lease Term (the “Effective "Termination Date”"), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) delivering to Landlord, on or before the date (the "Termination Notice Date") which is twelve (12) months prior to the Effective Termination Date Date, written notice of Tenant's exercise of its Termination Option. As a condition to the effectiveness of Tenant's exercise of its Termination Option and by paying in addition to Tenant's obligation to satisfy all other monetary and non-monetary obligations arising under this Lease through to the Termination Date, Tenant shall pay to Landlord simultaneously the following "Termination Consideration": the then unamortized value (amortized on a straight-line basis over the last 156 months of the initial Lease Term) of (i) the Abated Amount, (ii) the Moving Allowance, (iii) the Tenant Improvement Allowance, the Space Planning Allowance and the cost of any subsequent leasehold improvements made by Landlord at Landlord's expense for the benefit of Tenant, and (iv) any then-unpaid portion of the Amortized Allowance (as defined in the Tenant Work Letter), plus interest on all of said foregoing costs at the rate of 7% per annum. If Tenant has leased additional space pursuant to Section 1.4, any free rent, moving allowances and tenant improvement allowances given and the cost of any subsequent leasehold improvements made by Landlord at Landlord's expense for the benefit of Tenant in connection with the delivery leasing of Tenant’s Termination Noticethat additional space, the Termination Fee, as hereinafter definedConsideration shall be calculated taking into account those additional amounts. The Termination Consideration shall be due and payable by Tenant to Landlord shall notify Tenant that concurrently with Tenant's delivery of notice to Landlord has received of the exercise of the Termination Fee within five (5) Business Days of Landlord’s receipt thereofOption. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void properly and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right Option and pays properly and timely delivers the Termination Consideration to Landlord as set forth above and satisfies all other monetary and non-monetary obligations under this Lease including, without limitation, the provisions regarding surrender of the Premises, all of which must be accomplished on or before the Termination FeeDate, then the Term of the this Lease shall will terminate as of midnight on the Effective Termination Date Date. Upon determination of the final unamortized value of the cost of the leasing costs, Landlord and Base Rent and other charges Tenant shall be apportioned enter into an amendment acknowledging the total Termination Consideration. Tenant shall not have the Termination Option, if as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the date of the exercise of the Termination FeeOption by Tenant, Tenant shall have no right to terminate the Term of the is in Default under this Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer . Within ten (as defined below10) at any time business days after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior 's written request of Tenant (such request date to be made not more frequently than once every six (6) monthsreferred to herein as the "Termination Fee Notice Outside Date"), Landlord shall inform provide Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised with a statement of the confidentiality provisions contained herein and agree to be bound by Termination Consideration, which shall include an outline of the samecalculation of the Termination Consideration.

Termination Option. A. Tenant shall have the a one-time right to terminate this Lease (the “Termination Right”Option” ) to terminate the Term of the Lease, effective as of the expiration last day of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar Rent-paying month following (the Relocation “Termination Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months”), provided (i) Tenant gives notice thereof to Landlord shall inform Tenant of office space in the Building that is currently available for lease on or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming before twelve (12) monthsmonths before the Termination Date and (ii) Tenant is not in default under the Lease at the time of the giving of such notice or on the Termination Date. Tenant’s Termination Option hereunder is conditioned upon the payment in full by ▇▇▇▇▇▇, at the time Tenant delivers notice to Landlord that it is exercising its termination right hereunder, of: (A) the unamortized cost of all tenant improvement allowances incurred, leasing commissions and legal costs actually paid, incurred or provided by Landlord in connection with the Lease (including, without limitation, free rent and similar concessions and attorney’s fees), amortized from the Commencement Date to the Termination Date at nine percent (9%) per annum; (B) Rent due under this Lease for the three (3) months after the Termination Date (collectively, the “Termination Payment”). Tenant agrees that such information will be treated shall continue to pay all Rent due through and including the Termination Date pursuant to the terms of this Lease. After ▇▇▇▇▇▇▇▇’s receipt of the Termination Payment, and so long as strictly confidentialTenant has surrendered the Premises in the condition required under this Lease, andneither party shall have any rights, liabilities or obligations under this Lease for the period after the Termination Date, except as required by lawthose which, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameprovisions of this Lease, expressly survive the termination of this Lease.

Termination Option. A. Tenant shall have Subject to the right (the “Termination Right”) to terminate the Term of the Leaseterms hereof, effective as of the expiration ninety-first (91st ) day after delivery of the sixtieth Termination Option Fee, as defined below (60th) full calendar month after with such 91st day being the Relocation Date “Option Date”), Tenant shall have a one time option to terminate this Lease (the “Effective Termination Option”), which Termination Option is subject to the condition precedent that no voluntary or involuntary petition in bankruptcy naming Tenant as debtor has been filed, and no general assignment for the benefit of creditors has been made by Tenant prior to the termination of the Lease. If any petition in bankruptcy in respect of Tenant shall be filed, or any assignment for the benefit of creditors has been made by Tenant prior to the termination of the Lease, then Tenant shall not be granted the Termination Option. Tenant’s right to be eligible for the Termination Option shall extend for a period commencing on the date hereof and ending on October 31, 2002 (the “Termination Option Period”). In order to be eligible to exercise the Termination Option, Tenant shall pay the Termination Option Fee prior to the end of the Termination Option Period. If Tenant becomes eligible for the Termination Option by paying the Termination Option Fee as set forth in this Section 1, then Tenant be entitled to exercise the Termination Option on the Option Date by giving notice to Landlord. If Tenant exercises the Termination Option, the termination of the Lease shall be effective as April 1, 2003 (with such day being the “Termination Date”), by giving Landlord a written termination notice (subject to extension as set forth below. Tenant shall continue to meet all of its obligations under the “Tenant’s Termination Notice”) on or before Lease, including the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery payment of Tenant’s Termination NoticeRent, through the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereofDate. If Tenant does not pay the Termination Option Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord during the Termination FeeOption Period, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right option to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.the

Termination Option. A. Tenant shall have the right option (the “Tenant’s Termination RightOption”) to terminate the Term of the Lease, effective this Lease as of the expiration of the sixtieth 84th full calendar month following the Rent Commencement Date for Increment 1 (60ththe “Early Termination Date”) with respect to the entire Premises then demised under the Lease, except that Tenant’s Termination Option shall not apply to any First Refusal Space or Expansion Option Space delivered to Tenant on or after the first anniversary of the Rent Commencement Date for Increment 1. Tenant’s Termination Option shall be exercised, if at all, by (i) written notice to Landlord given no later than twelve (12) full calendar months prior to the Early Termination Date, and (ii) Tenant’s payment to Landlord of a fee (the “Termination Fee”) equal to the sum of (A) the unamortized cost (as of the Early Termination Date) of (1) the brokerage commissions paid by Landlord in connection with this Lease to the brokers identified in the Section 1.10 of the Lease, and (2) the Allowance disbursed by Landlord pursuant to the Work Letter, (B) an amount equal to the Base Rent, Taxes, Expenses and parking charges that would have been paid by Tenant for the three (3) calendar months following the Early Termination Date (as reasonably estimated by Landlord in the case of Taxes and Expenses), and (C) Three Hundred Seventy-One Thousand Five Hundred Seventy-Two Dollars ($371,572.00), which amount the parties agree to be the unamortized amount of free rent (and interest thereon at the rate set forth below) granted to Tenant with respect to (i) Increment 1 for the period from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is January 15, 2014) through June 30, 2014 (i.e., the period during which Base Rent for Increment 1 is abated), and (ii) Increment 2 for the period from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is May 15, 2014) through June 30, 2014 (i.e., the period during which Base Rent for Increment 2 is calculated on the basis of 15,433 rentable square feet rather than 58,073 rentable square feet). For purposes of clause (A) above, the amortization shall be computed on a straight line basis over the period commencing on the Rent Commencement Date for Increment 1 and ending on the Termination Date, with interest at the rate of 5% per annum. The Termination Fee shall be paid to Landlord concurrently with Tenant’s delivery of its exercise notice, and if not so paid, then at Landlord’s option Tenant’s Termination Option shall be deemed to have not been validly exercised. Within thirty (30) days after Tenant’s request, but not sooner than the 70th full calendar month following the Rent Commencement Date for Increment 1, Landlord shall give notice to Tenant of the dollar amounts of the items specified in clauses (ii)A,1, 2 and 3 above, as well as the dollar amounts of the corresponding items applicable to First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, as set forth in the next paragraph. Using such information, the parties shall cooperate with each other to determine and agree upon the actual amount of the Termination Fee, but Tenant shall in any event remain obligated to pay the Termination Fee concurrently with Tenant’s delivery of its exercise notice as set forth above. If Tenant shall lease any First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, then, as set forth above, Tenant’s Termination Option shall apply to such space, and the Termination Fee shall be increased by an amount equal to the sum of (A) unamortized amount (as of the Early Termination Date) of any tenant improvement allowance granted by Landlord to Tenant with respect to Tenant’s lease of such space (or the cost of any work performed by Landlord in connection with Tenant’s initial occupancy of such space, as the case may be), any brokerage commissions paid by Landlord in connection with Tenant’s lease of such space, any free rental period with respect to Tenant’s lease of such space, any free parking period with respect to Tenant’s lease of such space, such amortization to be computed on a straight line basis over the period commencing on the rent commencement date under this Lease with respect to such space (or, if the rent commencement date is not the first day of a calendar month, on the first day of the first full calendar month after the Relocation rent commencement date), and ending on the Termination Date, together with interest at the rate of 5% per annum, and (B) an amount equal to the Base Rent, Taxes and Expenses and parking charges that would have been paid by Tenant for such space for the three (3) calendar months following the Early Termination Date (the “Effective Termination Date”), as reasonably estimated by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right case of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null Taxes and void and of no further force and effectExpenses). E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Tenant shall have the right option to terminate the Lease with respect to the Third Expansion Space as of 11:59 p.m. on June 30, 2013 (the “Termination Right”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving provided Tenant gives written notice thereof to Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before September 30, 2012, and provided that no Event of Default remains uncured under the date which is twelve (12) months prior Lease at the time of the giving of such notice or on the Termination Date. Notwithstanding anything to the Effective contrary contained in the immediately preceding sentence, in the event an Event of Default remains uncured under the Lease at the time of the giving of such notice or on the Termination Date, Landlord shall notify Tenant in writing of such default, and the Termination Date shall be extended by an amount of time equal to the cure period applicable to the default as provided for in Paragraph 19 of the Lease, as modified by Paragraph 21 of this Amendment. In the event Tenant fails to cure such Event of Default during the applicable cure period specified in the preceding sentence, this termination option shall be null and void and the Lease shall continue in full force and effect as if Tenant had not delivered the Termination Notice to Landlord. In the event Tenant cures such Event of Default during the applicable cure period specified above, the Lease shall terminate on the Termination Date, as extended pursuant to the provisions of this Paragraph 9. Additionally, Tenant’s right to terminate hereunder is conditioned upon the payment in full by paying to Landlord Tenant, simultaneously with the delivery of Tenant’s the notice of termination, of a termination payment in the amount of $269,453.69 (the “Termination Notice, the Termination Fee, as hereinafter definedPayment”). Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of After Landlord’s receipt thereof. If Tenant does not pay of the full Termination Payment, and Landlord’s receipt of all Rent due hereunder through and including the Termination Fee together with Date (as it may be extended as set forth in this Paragraph 9), as and when such Rent was due, neither party shall have any rights, liabilities or obligations under the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For Lease for the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord period accruing after the Termination FeeDate, then except those which, by the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term provisions of the Lease, pursuant to this Section VI. D. Notwithstanding expressly survive the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised termination of the confidentiality provisions contained herein and agree to be bound by the sameLease. 10.

Termination Option. A. Notwithstanding anything to the contrary contained herein, Tenant shall have an option to surrender the right Demised Premises (the “Termination RightOption”) in accordance with the following terms and conditions: (a) If Tenant desires to terminate exercise the Term Termination Option, Tenant shall give Landlord irrevocable written notice (“Termination Notice”) of Tenant’s exercise of this Termination Option, which shall be delivered in accordance with Article 44 Notices of the Lease, effective as which Termination Notice must be received by Landlord no later than the date that is twelve (12) full months prior to the Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the expiration Termination Notice and all other deadlines in this Article. (b) If Tenant gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate at 11:59 p.m. on the last day of the sixtieth (60th) full calendar month after the Relocation Date designated by Tenant in its Termination Notice (the “Effective Termination Date”), by giving which termination Date shall not be earlier than the day before the five (5) year anniversary of the Commencement Date. (c) In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord a written termination notice fee (“Termination Fee”) in an amount determined based upon the “Termination Date, as set forth on Exhibit F attached hereto. The Termination Fee shall be paid simultaneously with the Termination Notice sent by Tenant to Landlord. (d) Tenant’s obligations to pay fixed rent, additional rent, and any other costs or charges under this Lease, and to perform all other Lease obligations which specifically survive termination for the period up to and including the Termination Notice”Date, shall survive the termination of this Lease. (e) Notwithstanding the foregoing, if at any time during the period on or after the date on which Tenant shall exercise its Termination Option, up to and including the Termination Date, Tenant shall be in default of this Lease, then Landlord may elect, but is not obligated, to cancel and declare null and void Tenant’s exercise of the Termination Option and this Lease shall continue in full force and effect for the full Term hereof unaffected by Tenant’s exercise of the Termination Option. If Landlord does not cancel Tenant’s exercise of the Termination Option after Tenant’s default, Tenant shall cure any default within the period of time specified in this Lease and this obligation to cure any default shall survive the Termination Date. (f) In the event Tenant exercises the Termination Option, Tenant covenants and agrees to surrender full and complete possession of the Demised Premises to Landlord on or before the date which is twelve (12) months prior to the Effective Termination Date vacant, broom-clean, in good order and by paying to Landlord simultaneously condition, and, in accordance with the delivery provisions of this Lease, and thereafter the Demised Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Tenant’s Termination Notice, . (g) If Tenant shall fail to deliver possession of the Demised Premises on or before the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together Date in accordance with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes terms hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no be deemed to be a holdover Tenant from and after the Termination Date, and in such event all covenants and terms of Article 32 Surrender and Holdover shall apply and shall also be liable to Landlord for all costs and expenses incurred by Landlord in securing possession of the Demised Premises. Landlord may accept any such sums from Tenant without prejudice to Landlord’s right to terminate evict Tenant from the Term Premises by any lawful means. (h) If Tenant properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Demised Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Lease, pursuant to this Section VIterm hereof. D. Notwithstanding (i) If all or a portion of the foregoingDemised Premises has been sublet, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s this Termination Right Option shall automatically become be deemed null and void and neither Tenant nor any subtenant shall have the right to exercise such option during the term of no further force and effectsuch sublease. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided Tenant shall not be in Material Default under the terms and provisions of the Lease, as modified by this Fifth Amendment, both at the time Tenant delivers the Termination Notice and on the Termination Date, Tenant shall have the right (the “"Termination Right”") to terminate the Term Lease, as modified by this Fifth Amendment, as of June 30, 2005 (the "Termination Date"). Tenant may exercise the Termination Right only by (i) delivering irrevocable notice thereof (the "Termination Notice") to Landlord on or before December 31, 2003 and (ii) paying $462,837 (the "Termination Payment") to Landlord on or prior to December 31, 2004. Time shall be of the essence with respect to the giving of the Termination Notice and the making of the Termination Payment. If Tenant properly exercises the Termination Right and delivers the Termination Payment to Landlord as aforesaid, then on the Termination Date this Lease shall terminate and end as if such Termination Date was the Expiration Date of the Lease, effective as modified by this Fifth Amendment. Tenant shall be responsible for the payment of all taxes and other payments (including, without limitation, transfer taxes) required to be paid in connection with or relating to Tenant's exercise of the expiration Termination Right, regardless of whether such taxes or other payments are the obligation of Landlord or Tenant. Tenant shall indemnify and hold harmless Landlord and its partners, directors, officers, principals, agents, shareholders, trustees, trust beneficiaries, investment managers and employees from and against any and all liability, damages, claims, costs or expenses relating to the payment of any taxes or other payments required to be paid in connection with or relating to Tenant's exercise of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”)Right, by giving Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Noticeall costs, Tenant’s Termination Notice shall be void expenses and ineffective. B. For the purposes hereofliabilities incurred in or in connection with each such claim or action or proceeding brought thereon, the “Termination Fee” shall be $714,175. C. If Tenant timely including, without limitation, all reasonable attorneys' fees and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said dateexpenses. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.13

Termination Option. A. Provided Tenant fully and completely satisfies each of the conditions set forth in this Section 2.2, Tenant shall have the right option (the “Termination RightOption”) to terminate the Term of the Lease, Lease (as amended by this Third Amendment) effective as of the expiration of the sixtieth May 31, 2008 (60th) full calendar month after the Relocation Date (the “Effective Termination Date”)) only. In order to exercise the Termination Option, by giving Tenant must fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord a written termination notice (the “Tenant’s Termination Notice”) of its exercise of the Termination Option, which Termination Notice must be delivered to Landlord on or before August 31, 2007, (b) at the date which is twelve (12) months prior to time of the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, Tenant shall not be in default under the Lease (as amended by this Third Amendment) after notice and expiration of applicable cure periods, and (c) Tenant shall pay to Landlord a termination fee (“Termination Fee”) in the amount of Eight Hundred Fifty-Five Thousand Dollars ($855,000.00). However, if as of the date of the Termination FeeNotice, as hereinafter defined. Landlord shall notify Tenant that Landlord has received paid to Tenant the Proposition 13 Purchase Price pursuant to Section 4.4 below, then the Termination Fee within five shall be increased by that portion of the Proposition 13 Purchase Price applicable to the period after the Termination Date. Fifty percent (550%) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together must be paid by Tenant to Landlord concurrently with the Tenant’s delivery of the Termination Notice (as a further condition to Tenant’s exercise of the Termination Option), and the remaining fifty percent (50%) of the Termination Fee shall be paid by Tenant to Landlord within three (3) months after the date of delivery of the Termination Notice, . Tenant’s delivery of the Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays Fee to Landlord shall not relieve Tenant of its obligation to make all other payments to Landlord due under the Lease (as amended by this Third Amendment) through the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said dateDate. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to Notwithstanding anything contained in this Section VI. D. Notwithstanding 2.2 to the foregoingcontrary, in the event Tenant exercises its Right fails to deliver the remaining fifty percent (50%) of First Offer the Termination Fee to Landlord within three (3) months after the date of delivery of the Termination Notice, Landlord shall have the option to either (i) deem the Termination Notice rescinded, in which case the Lease (as defined belowamended by this Third Amendment) at shall continue in full force and effect for the remainder of the Extended Term and Landlord shall forthwith refund to Tenant the initial fifty percent (50%) of the Termination Fee previously paid by Tenant less any time out-of-pocket expenses Landlord may have incurred in marketing and attempting to lease the Premises to a successor tenant(s) after the thirty-sixth (36th) calendar month following the Relocation Date, then Landlord’s receipt of Tenant’s Termination Right shall automatically become null Notice (e.g., advertising costs, costs of printing marketing materials and void attorneys fees and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) monthsspace planning costs incurred in connection with potential transactions with a successor tenant(s)), Landlord shall inform Tenant of office space in or (ii) deem the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve Lease (12as amended by this Third Amendment) months. Tenant agrees that such information will be treated terminated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein Termination Date and agree pursue any remedies Landlord may have against Tenant for failure to be bound by pay such portion of the sameTermination Fee.

Termination Option. A. Tenant Subject to the terms of this Section 38, Lessee shall have the right option (the “"Termination Right”Option") to terminate the Term of the Lease, this Lease effective as of either the expiration fifth (5th) anniversary of the sixtieth Commencement Date or the tenth (60th10th) full calendar month after anniversary of the Relocation Commencement Date (either such date being referred to herein as the “Effective "Termination Date”"), by giving Landlord a if Lessee is not in default under any of its obligations under this Lease at the time it exercises such option. To exercise the Termination Option, Lessee must: (a) give to Lessor written termination notice (the “Tenant’s Termination Notice”) on or before the date which is of such election at least twelve (12) months prior to the Effective applicable Termination Date and by paying Date; and (b) pay to Landlord simultaneously with Lessor a termination fee (the delivery of Tenant’s Termination Notice, the "Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received ") in an amount equal to the Termination Fee within five sum of (5i) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly 1,076,128.57 if Lessee exercises its Termination Right and pays option to Landlord the Termination Fee, then the Term of the terminate this Lease shall terminate effective as of the Effective fifth (5th) anniversary of the Commencement Date, or $370,855.08 if Lessee exercises its option to terminate this Lease effective as of the tenth (10th) anniversary of the Commencement Date, as the case may be, (ii) the unamortized costs (calculated based upon a rate of 8% per annum) incurred by Lessor in connection with this Lease for any allowances, credits or other tenant incentives (including, without limitation, the Construction Allowance, the Moving Allowance, the Design Allowance, any Expansion Improvement Allowance and any allowance or tenant incentive given in connection with any space leased by Lessee in accordance with the terms of Section 36 hereof) and any brokers' commissions or fees, and (iii) an amount equal to the sum of all Rent due and payable under the terms of this Lease by Lessee to Lessor for the three (3) month period immediately preceding the Termination Date and Base Rent and other charges Date. The Termination Fee shall be apportioned as of said date. If Tenant fails timely paid by Lessee to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, Lessor in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) monthsequal installments on the first day of each month, commencing with April 1 of the calendar year immediately prior to the applicable Termination Date. Tenant agrees that such information will Exercise of the Termination Option shall be treated as strictly confidential, and, except as required by law, Tenant irrevocable but shall not disclose excuse Lessee from paying Rent accruing through the same Termination Date. If Lessee fails to any third party except timely exercise a Termination Option in accordance with the foregoing terms of this Section 38, Lessee shall be deemed to Tenant’s partners, lenders, accountants and attorneys who have been advised waived all of its rights to terminate this Lease as of the confidentiality provisions contained herein and agree to be bound by the sameapplicable Termination Date.

Termination Option. A. Tenant Notwithstanding anything to the contrary contained herein, Lessee shall have a one-time option to surrender the right Premises ("Termination Option") in accordance with the “following terms and conditions: a. If Lessee desires to exercise the Termination Right”) to terminate the Term of the LeaseOption, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Landlord a Lessee shall give Lessor irrevocable written termination notice (the “Tenant’s "Termination Notice”") on of Lessee's exercise of this Termination Option, which shall be delivered by certified mail or before nationally recognized overnight courier which Termination Notice must be received by Lessor no later than the date which that is twelve (12) full months prior to the Effective Termination Date. TIME IS OF THE ESSENCE with respect to Lessor's receipt of the Termination Notice and all other deadlines in this Article. b. If Lessee gives the Termination Notice and complies with all the provisions in this Article, the Lease as it applies to the Premises only shall terminate at 11:59 p.m. on the last day of the month during which the third (3rd) anniversary of the Additional Premises Commencement Date and by paying to Landlord occurs (the "Termination Date"). c. In consideration for Lessee's termination of this Lease, Lessee shall pay Lessor $56,689.48 ("Termination Fee") simultaneously with the delivery of Tenant’s Termination NoticeNotice sent by Lessee to Lessor. d. Lessee's obligations to pay Fixed Basic Rent, Additional Rent, and any other costs or charges under this Lease, and to perform all other Lease obligations for the period up to and including the Termination FeeDate, as hereinafter defined. Landlord shall notify Tenant that Landlord has received survive the Termination Fee within five (5) Business Days termination of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffectivethis Lease. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. e. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) if at any time during the period on or after the thirty-sixth (36th) calendar month following date on which Lessee shall exercise its Termination Option, up to and including the Relocation Termination Date, Lessee shall be in default of this Lease past any applicable cure periods, then Tenant’s Lessor may elect, but is not obligated, to cancel and declare null and void Lessee's exercise of the Termination Right Option and this Lease shall automatically become continue in full force and effect for the full Term hereof unaffected by Lessee's exercise of the Termination Option. If Lessor does not cancel Lessee's exercise of the Termination Option after Lessee's default, Lessee shall cure any default within the period of time specified in this Lease and this obligation shall survive the Termination Date. f. In the event Lessee exercises the Termination Option, Lessee covenants and agrees to surrender full and complete possession of the Premises to Lessor on or before the Termination Date vacant, broom-clean, in good order and condition reasonable wear and tear excepted, and, in accordance with the provisions of this Lease, and thereafter the Premises shall be free and clear of all leases, tenancies, and rights of occupancy of any entity claiming by or through Lessee. g. If Lessee shall fail to deliver possession of the Premises on or before the Termination Date in accordance with the terms hereof, Lessee shall be deemed to be a holdover Lessee from and after the Termination Date, and in such event all covenants and terms of Article 25 shall apply and shall also be liable to Lessor for all costs and expenses incurred by Lessor in securing possession of the Premises. Lessor may accept any such sums from Lessee without prejudice to Lessor's right to evict Lessee from the Premises by any lawful means. h. If Lessee properly and timely exercises the Termination Option and properly and timely satisfies all other monetary and non-monetary obligations under this Lease, the Lease as it applies to the Premises shall cease and expire on the Termination Date with the same force and effect as if said Termination Date were the date originally provided in this Lease as the Expiration Date of the Term hereof. i. If this Lease has been assigned or all or a portion of the Premises has been sublet, this Termination Option shall be deemed null and void and neither Lessee nor any assignee or sublessee shall have the right to exercise such option during the term of no further force and effectsuch assignment or sublease. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Notwithstanding anything to the contrary in the Lease, Tenant shall have the right to terminate the Lease, but only with respect to the Ninth Additional Vivarium Premises (and no less than all of the Ninth Additional Vivarium Premises), by providing written notice (the “Ninth Additional Vivarium Termination RightNotice”) to terminate the Term of the Lease, effective as of the expiration of the sixtieth Landlord at least sixty (60th60) full calendar month after the Relocation Date days prior to Tenant’s desired termination date (the “Effective Ninth Additional Vivarium Termination Date”), by giving Landlord a written termination notice (which Ninth Additional Vivarium Termination Date shall be set forth in the “Tenant’s Ninth Additional Vivarium Termination Notice”. Subject to (a) on or before the date which is twelve (12) months prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s timely receipt thereof. If Tenant does not pay of the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Ninth Additional Vivarium Termination Notice shall be void and ineffective. B. For (b) Tenant surrendering the purposes hereofNinth Additional Vivarium Premises in the condition required under the Lease (including, the “Termination Fee” shall be $714,175. C. If Tenant timely without limitation, Section 18.2 and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term Article 26 of the Lease shall terminate Lease), then, as of the Effective Ninth Additional Vivarium Termination Date Date, the Lease with respect to the Ninth Additional Vivarium Premises only shall terminate and Base Rent be of no further force or effect, and other charges Landlord and Tenant shall be apportioned as relieved of said datetheir respective obligations under the Lease with respect to the Ninth Additional Vivarium Premises only from and after the Ninth Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Ninth Additional Vivarium Premises for the period up to and including the Ninth Additional Vivarium Termination Date. If The termination right granted to Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null terminate and void and be of no further force and effect. E. Upon or effect in the prior written request event that (y) Tenant assigns, subleases or otherwise Transfers the Ninth Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of Tenant (such request to be made not more frequently than once every six (6) monthsthe Lease), Landlord shall inform or (z) Tenant’s right to possession of the Ninth Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of office space Omeros, and may not be exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the sameLease.

Termination Option. A. (a) Tenant shall have the right (the “Termination Right”) to terminate the Term of Lease for the LeasePremises prior to the scheduled Expiration Date (“Termination Option”), such termination to be effective as of the expiration last day of the sixtieth tenth (60th10th) full calendar month after the Relocation Date Lease Year (the “Effective Early Termination Date”), by giving ) provided that Tenant satisfies all of the following terms and conditions : (i) Landlord a written receives notice of termination notice (the “Tenant’s Termination Notice”) from Tenant (which notice shall be irrevocable on or before the date which is twelve (12) months prior Tenant’s part, but Tenant’s rights shall be subject to the Effective provisions of this Section 10) no later than the last day of the ninth (9th) Lease Year; and (ii) Together with the Termination Date and Notice there shall be a payment by paying Tenant to Landlord simultaneously with the delivery of Tenant’s Termination Notice, that portion of the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer Amount (as defined below) consisting of four (4) months’ Base Rent, Taxes and Operating Expenses for the entire Premises, including any Expansion Space and Refusal Space. The balance of the Termination Amount shall be paid sixty (60) days prior to the Early Termination Date. The Termination Amount shall be $57.07 per rentable square foot of the Initial Premises, $45.93 per rentable square foot of Expansion Space (if any) leased by Tenant pursuant to Option No. 1A and $45.67 per rentable square foot of Expansion Space (if any) leased by Tenant pursuant to Option No. 4, as set forth in Section 7 of this Rider, plus, with respect to any Expansion Space and Refusal Space other than Expansion Space leased by Tenant pursuant to Options No. 1 A or 4, an amount equal to Landlord’s actual unamortized costs with respect to such space, including, without limitation, brokerage commissions, legal fees, rent abatements, tenant improvement allowances and other financial concessions or commissions, if any incurred by Landlord (such costs being amortized over the term of the Lease of such additional space taking into account an interest component at any time after the thirty-sixth rate of ten percent (36th10%) calendar month following per annum compounded monthly), and revenue shortfall plus an amount equal to Base Rent, Taxes and Operating Expenses for four (4) months for such space. It is understood and agreed that the Relocation Date, then Tenant’s Termination Right shall automatically become null Amount is being paid as and void for a termination fee resulting from the early termination of this Lease and of no further force and effectnot as a penalty. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6b) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose remain obligated and liable for all Rent and all other obligations accrued under this Lease up to and including the same Early Termination Date (including without limitation requirements as to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised the condition of the confidentiality provisions contained herein and agree Premises upon surrender of possession) even if ▇▇▇▇▇▇▇▇ occur subsequent to be bound by the sameEarly Termination Date. (c) See Section 12 of this Rider 12 for additional provisions.

Termination Option. A. Notwithstanding anything contained herein to the contrary but provided that the Option Conditions (defined below) are satisfied, Tenant shall have the right option to terminate this Lease in its entirety (the “"Termination Right”) to terminate the Term of the LeaseOption"), effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date May 31, 2009 (the “Effective "Early Termination Date”"), by giving delivering to Landlord a its binding written termination notice of intent to terminate this Lease (the “Tenant’s "Termination Notice”") on or before the date which is no less than twelve (12) months prior to the Effective Early Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereofDate. If Tenant does not pay the delivers its Termination Fee together Notice in accordance with the delivery terms and conditions of Tenant’s Termination Noticethis Rider 8, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereofthen, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Early Termination Date and Base Rent and other charges Date, this Lease shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon , except that Tenant shall be and remain liable for the payment to Landlord of all Rent and other sums and the performance of all obligation then due or accrued. In the event that Tenant fail to vacate the Premises completely and surrender possession thereof to Landlord in accordance with Artile16 of the Lease on or prior written request to the Early Termination Date. Tenant shall be and remain liable for the performance and keeping of Tenant (such request all the covenants, agreements and obligations under the Lease to be made not more frequently than once every six (6) months)performed, Landlord paid and kept. Alternatively, at Landlord's option, any such failure shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidentiala holding over by Tenant, and, except as required by lawand Landlord shall be entitled to all of its remedies therefore pursuant to Article 17 or 22 of this Lease. Tenant shall have the right to exercise the Termination Option only if the following condition (the "Option Conditions") are fully satisfied: 1. Concurrent with the delivery of the Termination Notice, Tenant shall not disclose pay to Landlord a fee equal to what the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who principal balance remaining due in the Early Termination Date would have been advised if the Expense Amount been loaned to Tenant on June 1, 2002 at an interest rate equal to ten percent (10%) per annum, and had such loaned amount been repaid in monthly installments of principal and interest in an amount that would completely amortize such loaned amount on a straight line basis over ten (10) years. The "Expense Amount" shall mean the confidentiality provisions contained herein sum of (i) the Allowance, (ii) the Additional Improvement Allowance, (iii) $57,727.20, and agree (iv) any brokerage commissions incurred by Landlord in connection with the Third Amendment to be bound by the sameLease.

Termination Option. A. Subject to the terms and provisions hereinafter set forth, Tenant shall have the right (the “Termination Right”) one-time option to terminate the Term Lease, as to the 20th Floor Expansion Space only, effective as of March 31, 2003 (such date of termination, the "Termination Date"), which option shall be exercised, time being of the Leaseessence, by written notice given by Tenant to Landlord no later than December 31, 2001. Tenant's termination notice shall be accompanied by payment to Landlord in cash or by certified or cashier's check of 50% of the "Termination Fee" (as hereinafter defined). The other 50% of the Termination Fee shall be paid no later than February 28, 2003. The effectiveness of Tenant's exercise of the termination option is conditioned upon Tenant paying to Landlord such portions of the Termination Fee by such dates. As used herein, the "Termination Fee" shall be an amount equal to the sum of (i) the unamortized portion (applying an interest rate of 10% per annum) of the Allowance and leasing commissions paid by Landlord in connection with the leasing of the 20th Floor Expansion Space, in the aggregate amount of $422,453.00, and (ii) three (3) full months of the then escalated "gross rent" (i.e., Base Rent and Operating Expense Deposits). No termination hereunder shall be effective unless Tenant has paid the foregoing amounts to Landlord at the times required under this Paragraph 5. If Tenant so elects to terminate this Lease as to the 20th Floor Expansion Space, then, effective as of the expiration of the sixtieth (60th) full calendar month after the Relocation Date (the “Effective Termination Date”), the Lease as to the 20th Floor Expansion Space shall be deemed to have expired by giving lapse of time and Tenant shall return the 20th Floor Expansion Space to Landlord a written termination notice (on the “Tenant’s Termination Notice”) Date in accordance with the requirements of this Lease. All obligations of either party to the other which accrue under the Lease as to the 20th Floor Expansion Space on or before the date which is twelve (12) months Termination Date shall survive such termination and neither the exercise of such right nor such termination shall affect Landlord's remedies on account of any default by Tenant existing prior to the Effective Termination Date and by paying to Landlord simultaneously with the delivery of Tenant’s Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffectiveDate. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the confidentiality provisions contained herein and agree to be bound by the same.

Termination Option. A. Provided Tenant fully and completely satisfies each of the conditions set forth in this Article 34, Tenant shall have the right option (“Termination Option”) to terminate this Lease effective as of the last day of the fifth (5th) Lease Year only (the “Termination Right”) Date”).In order to terminate exercise the Term Termination Option, Tenant must fully and completely satisfy each and every one of the Lease, effective as of the expiration of the sixtieth following conditions: (60tha) full calendar month after the Relocation Date (the “Effective Termination Date”), by giving Tenant must give Landlord a written termination notice (the “Tenant’s Termination Notice”) on or before of its exercise of the date Termination Option, which is twelve Termination Notice must be delivered to Landlord at least nine (129) months prior to the Effective Termination Date and by paying to Landlord simultaneously with Date, (b) at the delivery time of Tenant’s the Termination Notice, the Termination Fee, as hereinafter defined. Landlord shall notify Tenant that Landlord has received the Termination Fee within five (5) Business Days of Landlord’s receipt thereof. If Tenant does not pay the Termination Fee together with the delivery of Tenant’s Termination Notice, Tenant’s Termination Notice shall be void and ineffective. B. For the purposes hereof, the “Termination Fee” shall be $714,175. C. If Tenant timely and properly exercises its Termination Right and pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date and Base Rent and other charges shall be apportioned as of said date. If Tenant fails timely to give Tenant’s Termination Notice or to pay the Termination Fee, Tenant shall have no right to terminate the Term of the Lease, pursuant to this Section VI. D. Notwithstanding the foregoing, in the event Tenant exercises its Right of First Offer (as defined below) at any time after the thirty-sixth (36th) calendar month following the Relocation Date, then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written request of Tenant (such request to be made not more frequently than once every six (6) months), Landlord shall inform Tenant of office space in the Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the upcoming twelve (12) months. Tenant agrees that such information will be treated as strictly confidential, and, except as required by law, Tenant shall not disclose the same to any third party except to be in default under this Lease after expiration of applicable cure periods, and (c) concurrently with Tenant’s partnersdelivery of the Termination Notice to Landlord, lendersTenant shall pay to Landlord a termination fee (“Termination Fee”) equal to the sum of (i) the unamortized balance, accountants as of the Termination Date, of the (A) Improvement Allowance actually utilized by Tenant, and attorneys who (B) brokerage commissions paid by Landlord in connection with this Lease, plus (ii) an amount equal to four (4) months of monthly Basic Rental calculated at the rate otherwise payable for the first four (4) months after the Termination Date. Amortization pursuant to subsection (i), above, shall be calculated on a ten (10) year amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum. However, if Tenant exercises its right of first offer pursuant to Article 32 above, the Termination Fee shall be increased by the sum of (A) an amount equal to four (4) installments of monthly Basic Rental for the First Offer Space at the rate which would have been advised payable by Tenant for the First Offer Space for the first four (4) months after the Termination Date and (B) the unamortized amount, as of the confidentiality provisions contained herein Termination Date, of any out-of-pocket sums expended by Landlord to improve the First Offer Space and agree any brokerage commissions incurred by Landlord in connection with such expansion, with such amortization to be bound by calculated over an amortization period from the samecommencement date for the First Offer Space until the date of expiration of the initial Lease Term, based upon equal monthly payments of principal and interest throughout such amortization period, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum. Tenant’s exercise of the Termination Option and Tenant’s payment of Termination Fee shall not relieve Tenant of any of its obligations to pay Monthly Basic Rental and other obligations of Tenant under this Lease which become due prior to the Termination Date.