Common use of Termination Option Clause in Contracts

Termination Option. Tenant shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. A. Tenant shall have the one-time 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 Lease effective as Term of the end 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 full (36th) calendar month following the Commencement Relocation Date, by giving then Tenant’s Termination Right shall automatically become null and void and of no further force and effect. E. Upon the prior written notice 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 Landlord prior Building that is currently available for lease or that is anticipated to become available to lease upon the expiration of tenant leases within the twenty-seventh full calendar month following 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 Commencement Date (time being same to any third party except to Tenant’s partners, lenders, accountants and attorneys who have been advised of the essence herein), which notice (in order confidentiality provisions contained herein and agree to be valid) shall be accompanied bound by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. same.

Termination Option. 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 one-time right to terminate the this Lease effective as at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the end following terms and conditions (“Termination Option”). The “Termination Date” shall mean the last day of the thirty-sixth 40th full calendar month following after the Commencement Date. If Tenant desires to exercise the Termination Option, by giving Tenant shall give to Landlord irrevocable written notice to of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment shall be received by Landlord no later than the date that is 9 months prior to the expiration of Termination Date, failing which the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) Termination Option shall be accompanied by payment of deemed waived (provided Landlord reserves the right to waive in writing the requirement that Tenant fully and/or timely pay the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination noticePayment), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The “Termination Fee is Payment” shall equal to the sum of of: (A) the unamortized (amortized on a straight-line basis with interest at 10%): (i) four (4) months of Rent then being brokerage commissions and attorneys’ fees paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus Landlord in connection with this Lease; (ii) the unamortized portion of the rent concessions; and (iii) total cost of all leasehold incurred by Landlord for improvements, leasing commissionsincluding the Leasehold Improvements, attorney fees, rental abatements and other concessions incurred or provided by Lessor to the Premises in connection with this Lease. Upon request, Landlord shall calculate Tenant acknowledges and agrees that the Termination Fee Payment is not a penalty and provide is fair and reasonable compensation to Landlord for the amount thereof to loss of expected rentals from Tenant. The Termination Fee Payment shall be calculated payable by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (wire transfer or if incurred in connection with any Lease amendment, amortized over the portion cashier’s check. Time is of the Term commencing essence with respect to the effective dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. TenantTermination Notice, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date Termination Date, Tenant shall be in default of terminationthis Lease, even though such amounts then Landlord may be billed subsequent elect, but is not obligated, by written notice to such date. Tenant to cancel and declare null and void Tenant’s obligationsexercise of the Termination Option, in which case this Lease shall continue in full force and Landlordeffect for the full Term unaffected by Tenant’s rights exercise of the Termination Option. If Tenant timely and remedies (including without limitation, properly exercises the right to recover reasonable attorneys fees as permitted by Termination Option in accordance with this Lease), with respect to all such sums, any other amounts due paragraph and owing to Landlord and any other has not negated the effectiveness of Tenant’s obligations or liabilities accruing prior exercise of the Termination Option pursuant to the date preceding sentence, this Lease and the Term 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 termination Section 18 shall survive any such termination. apply.

Termination Option. (a) In addition to Tenant's Termination Option contained in the Original Lease with respect to the Original Premises, Tenant shall have the one-time right option (the "Expansion Termination Option") to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice with respect to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Expansion Premises only, which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use but not any portion of the Expansion Premises. Such termination shall be effective at any time after the last day of the month which is twenty four (24) months after the Termination Fee paid to offset against any amounts owed by Tenant under Date (defined in the Original Lease. The ) (the "Expansion Termination Fee is equal to Date"), upon the sum of following terms and conditions: (i) Tenant gives Landlord written notice (the "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 no less than seven (7) months prior to the Expansion Termination Date (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 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 Rent (I) the then being paid by Tenant on a monthly basis total Basic Rental for the five (including without limitation estimated pass-throughs)5) month period immediately following the Expansion Termination Date, plus (iiII) the unamortized portion Expansion Leasing Costs (defined below) as of the cost 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 leasehold improvementscosts and expenses incurred by Landlord in connection with the Expansion Improvements (defined below) for the Expansion Premises, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided (B) the brokerage commissions paid by Lessor Landlord in connection with this LeaseAmendment. Upon request, Landlord shall calculate agrees to provide to Tenant a statement of the amount of the Expansion Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term within five (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment5) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other business days of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any 's request for such termination. amount.

Termination Option. Tenant shall have the one-time right option to terminate this Lease (the Lease “Termination Option”) effective as of the end of the date that is thirty-sixth full calendar month following six (36) months after the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the actual Term Commencement Date (time being the “Termination Date”) by providing Landlord no less than nine (9) months’ prior written notice (the “Termination Notice”). Simultaneously with delivery of the essence herein)Termination Notice, which notice (in order Tenant shall deliver to be valid) shall be accompanied by payment of Landlord the Termination Fee (hereinafter definedas defined below) as consideration for and which notice shall specify a condition precedent to such early termination. The “Termination Fee” means an amount equal to the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period unamortized amounts (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion as of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum Date) of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (iia) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements Tenant Improvement Costs (as defined below) and other concessions incurred or provided by Lessor (b) any brokers’ commission payable in connection with this Lease. Upon request, Landlord which amounts shall calculate be calculated by amortizing the Termination Fee same on a straight-line basis commencing on the actual Term Commencement Date and provide ending on the amount thereof to TenantTerm Expiration Date. The Termination Fee shall will be calculated and confirmed by the parties in the Acknowledgement (as defined below). If Tenant fails to timely deliver to Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (Termination Notice or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, then the Termination Option shall remain obligated automatically terminate and be of no further force or effect. If Tenant timely delivers to Landlord the Termination Notice and the Termination Fee, then Tenant shall surrender the Premises to Landlord on or before the 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 all Basic Monthly Rentthose provisions that, Additional Rent by their express terms, survive the expiration or earlier termination of this Lease. Notwithstanding anything in this Section to the contrary, 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 Termination Option during a period of time in which Tenant is so in default shall be void and other sums due under the Lease up of no force or effect. The Termination Option is personal to AdHarmonics, Inc. and including the effective date may not be exercised by any assignee, sublessee or transferee of terminationthis Lease, even though such amounts may be billed except by a Tenant Affiliate (as defined below) subsequent to an Exempt Transfer (as defined below) with such date. Tenant’s obligations, Tenant Affiliate or by an assignee of this Lease subsequent to an assignment in accordance with all of the terms and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other conditions of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Article 29 below.

Termination Option. Tenant shall have the one-time right option (“Tenant’s Termination Option”) to terminate the this Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh sixtieth (60th full calendar month following the Commencement Date (time being of the essence herein), which notice Lease Term (in order the “Early Termination Date”) with respect to be valid) the entire Premises. Tenant’s Termination Option shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided howeverexercised, if Tenant is in Default at any time hereunder beyond any applicable cure period all, by (whether before or after i) written notice to Landlord given no later than six (6) months prior to the termination notice), at Landlord’s option, such termination election shall be null and voidEarly Termination Date, and (ii) Tenant’s payment to Landlord may use any portion of a fee (the “Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is Fee”) equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (iiA) the unamortized portion cost (as of the cost Early Termination Date) of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided (1) the brokerage commissions paid by Lessor Landlord in connection with this LeaseLease 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. Upon requestFor purposes of clause (A) above, Landlord the amortization shall calculate be computed on a straight line basis over the Termination Fee period commencing on the first day of the Lease Term and provide ending on the amount thereof to TenantLease Expiration Date, with interest at the rate of eight percent (8%) per annum. The Termination Fee shall be calculated 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 by first amortizing to Tenant with respect to Tenant’s lease of such space (or the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred any work performed by Landlord in connection with Tenant’s initial occupancy of such space, as the case may be), any Lease amendmentbrokerage commissions paid by Landlord in connection with Tenant’s lease of such space, amortized 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 portion 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 Term commencing with first full calendar month after the effective date for the initial full monthly payment of Rent for rent commencement date), and ending on the Lease amendment) Expiration Date, together with interest at the rate of nine eight percent (98%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .annum

Termination Option. Provided: (i) no Event of Default; (ii) this Lease is in full force and effect; (iv) Tenant shall have is the one-time originally named Tenant or a Permitted Transferee Tenant has the right to terminate the 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 (“Termination Option”). The “Termination Date” means the last day of the 60th full calendar month after the 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 (“Termination Notice”), together with 50% of the Termination Payment (as defined below). The Termination Notice and 50% of the Termination Payment must be received by Landlord no later than the date that is 12 months prior to the 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 end Termination Date of the thirty-sixth full calendar month following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and attorneys’ fees paid by 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 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. As of the date Tenant delivers the 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 immediately terminate and are automatically, without further action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph, this Lease and the Term 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. Upon Tenant’s request after the Commencement Date, by giving written notice to the Landlord prior to the expiration shall notify Tenant of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment its calculation of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Payment.

Termination Option. 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-one time right and option to terminate the Lease (“Termination Option”) effective June 30, 2027 (“Termination Date”). The Termination Option shall be exercised, if at all, by Tenant by giving written notice of the exercise to Landlord (“Termination Notice”) no later than June 30, 2026. It shall be a condition to the 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. Provided Tenant properly and timely exercises the Termination Option and timely and properly pays Landlord the Termination Fee, then the Lease shall terminate effective as of the end Termination Date, as if said Termination Date were set forth in the Lease as the Expiration Date of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration Term of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion shall vacate and deliver possession of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred Premises to Landlord in the manner required by the Lease on or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate before 11:59 p.m. on the Termination Fee and provide the amount thereof Date. Tenant shall also pay to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (on or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to before the Termination FeeDate, shall remain obligated for and be responsible for, all Basic Monthly Rent, Additional Rent and other sums due under the Lease up that accrue under the Lease on or prior to and including the effective date of termination, even though such amounts may be billed subsequent to such dateTermination Date. Tenant’s obligationsrights under this Section are personal to the Tenant named in this Lease, its Affiliates, and Landlord’s rights and remedies (including without limitation, any successor Tenant after any Business Transfer in accordance with Section 11.04 of the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Tenant (so long as Tenant is not then in default hereunder) shall have the one-time right to terminate the this Lease effective as of the end of the thirty-sixth full calendar ninth (39th) month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month next following the Commencement Date of this Lease or Amendment (time being “Termination Date”) by delivery of the essence herein), which a written termination notice (in order “Termination Notice”) to be validLandlord at least six (6) months prior to the Termination Date. In the event of any such termination, Tenant shall be accompanied by payment pay to Landlord one-half (1/2) of the Termination Fee (hereinafter defined below) within ten (10) days after Tenant’s receipt of the Calculation Statement (as hereafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period remaining one-half (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion 1/2) of the Termination Fee paid to offset against any amounts owed upon the actual date of the termination. In the event that Tenant exercises the right of termination by delivery of the Termination Notice, the termination fee (the “Termination Fee”), payable by Tenant under the Lease. The Termination Fee is to Landlord, shall be equal to the sum of (i) four an amount equal to two (42) months of Rent the then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)Basic Rent, plus (ii) the unamortized portion of (x) all improvements to the cost 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 be the balance of the Total Costs remaining to be amortized as of the Termination Date with the amortization period beginning on the Commencement Date and ending on the Termination Date. Such amortization shall be calculated using the even payment method at an interest rate equal to Ten percent (10%) per annum, all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Leasesuch payments having been assumed to be made through the Termination Date. Upon requestWithin thirty (30) days after the delivery of the Termination Notice, Landlord shall calculate prepare and deliver to Tenant Landlord’s calculation of the Termination Fee and provide the amount thereof to Tenant. The Termination Fee (“Calculation Statement”), which shall be calculated by Landlord by first amortizing the cost final and binding, absent manifest error. Failure of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (Tenant to give timely notice as required or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to pay the Termination Fee, as noted ABOVE, within the respective time periods set forth herein, shall remain obligated for render this Rider, and the rights contained herein, null and void and of no further force or effect. Additionally, Tenant agrees to fully and faithfully perform all Basic Monthly Rent, Additional Rent and other sums due of its obligations under the Lease up to for the period commencing upon receipt of the Termination Notice and including ending on the effective date 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 (this “Amendment”) is made and entered into as of terminationthe 8th day of November, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies 2012 (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease“Amendment Date”), with respect to all such sumsby and between COP-SPECTRUM CENTER, any other amounts due LLC (“Landlord”) as landlord and owing to Landlord and any other of TC LOAN SERVICE LLC (“Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. ”), as tenant.

Termination Option. Provided Tenant fully and completely satisfies each of the conditions set forth in this Section 2.4, the Original Tenant shall have the one-time right option (“Termination Option”) to terminate the this Lease effective as of the end expiration of the thirty-sixth sixtieth (60th) full calendar month following of the Commencement Lease Term (the “Termination Date”). In order to exercise the Termination Option, by giving Tenant must fully and (a) Tenant must give Landlord written notice (“Termination Notice”) of its exercise of the Termination Option, which Termination Notice must be delivered to the Landlord at least nine (9) months prior to the expiration of Termination Date; (b) at the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice Notice Tenant shall specify the termination date; provided however, if Tenant is not be in Default at any time hereunder beyond any under this Lease after expiration of applicable cure period periods; and (whether before or after the termination notice), at Landlordc) concurrently with Tenant’s option, such termination election shall be null and void, and Landlord may use any portion delivery of the Termination Fee paid Notice to offset against any amounts owed by Landlord, Tenant under the Lease. The shall pay to Landlord a termination fee (“Termination Fee is Fee”) equal to the sum unamortized balance, as of the Termination Date, of (i) four the Tenant Improvement Allowance (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughsand the Additional Allowance, if applicable), plus and (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided brokerage commissions paid by Lessor Landlord in connection with this Lease. Upon requestAmortization pursuant to the foregoing, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing on a one hundred twenty (120) month amortization schedule commencing as of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in Lease Commencement Date based upon equal monthly installments over payments of principal and interest, with interest imputed on the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) outstanding principal balance at the rate of nine eight percent (98%) per annum (compounded annually) and then determining annum. The rights contained in this Section 2.4 shall be personal to the unamortized portion thereof as of the effective date of termination. Original Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. exercised only by the Original Tenant (and not by any assignee, sublessee or other Transferee of Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by interest in this Lease). If Tenant exercises Tenant’s Termination Option, with respect to all such sumsthen, any other amounts due on or before the Termination Date, Tenant shall vacate and owing surrender the Premises to Landlord and any other of Tenant’s obligations or liabilities accruing prior to in the condition required by this Lease (as if the Termination Date were the original expiration date of termination shall survive any such termination. under the Lease).

Termination Option. A. Tenant shall have the one-time right option (the “Termination Option”) to terminate this Lease and the Lease effective term and estate hereby granted as of the end last day of the thirty-sixth full calendar month following immediately preceding the Commencement Date, by giving written notice to the Landlord prior to the expiration second (2nd) anniversary of the twenty-seventh full calendar month following the Commencement Date (time being the “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, (b) Tenant gives Owner a written notice of Tenant’s election to exercise the essence herein)Termination Option (hereinafter called “Termination Notice”) not less than nine (9) months prior to such Termination Date, which notice (in order TIME BEING OF THE ESSENCE with respect to be valid) shall be accompanied by payment the giving of the Termination Fee Notice, and (hereinafter definedc) and which notice shall specify the termination date; provided however, if Tenant is not in Default at any time hereunder beyond any applicable cure period (whether before default under this Lease either on the date that Tenant exercises the Termination Option, or after on the termination notice)Termination Date, at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion unless waived in writing by Owner. Notwithstanding its exercise of the Termination Fee paid to offset against any amounts owed by Option, Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of obligated to pay all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Fixed Rent, Additional Rent and all other sums charges to become due from Tenant to Owner under the this Lease up to and including the effective 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 terminationthis Lease, even though such amounts may (ii) the Fixed Rent, Additional Rent and all other charges payable hereunder shall be billed subsequent 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 such date. Tenant’s obligationsOwner on or before the Termination Date in the condition required under this Lease for surrender of the Premises, and Landlord(v) at Owner’s rights election, Owner and remedies 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 (including without limitation30) 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 set forth in subsection A hereof, the right to recover reasonable attorneys fees as permitted by this Article 28 shall be deemed null and void and deleted from this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. 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 one-time right option (the “Termination Option”) to terminate the this Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord day prior to the expiration seventh (7th) anniversary of the twenty-seventh full calendar month following the Rent Commencement Date (time being the “Effective Termination Date”) by providing Landlord with no fewer than six (6) months’ prior written notice of such termination (the essence herein“Tenant’s Termination Notice”), which notice (in order subject to be valid) the terms and conditions of this Article 18. On or before the Effective Termination Date, Tenant shall be accompanied by payment of pay to Landlord the Termination Fee (hereinafter defined) defined below). If Tenant timely and properly exercises its Termination Option and timely pays to Landlord the Termination Fee, then the Term of the Lease shall terminate as of the Effective Termination Date as if such date were the original expiration date for all purposes under the Lease. If Tenant fails to timely give Tenant’s Termination Notice or to timely pay the Termination Fee (either of which notice shall specify the termination date; provided however, if Tenant is conditions may be waived in Default at any time hereunder beyond any applicable cure period (whether before or after the termination noticeLandlord’s sole discretion), at LandlordTenant’s option, such termination election exercise of the Termination Option shall be null and void, and Landlord may use any portion Tenant shall have no further option to terminate the Term of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the original expiration date of termination shall survive any such termination. thereof, except as otherwise set forth herein.

Termination Option. 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 the a one-time right option to terminate this Lease effective on the date that is eighty-five (85) months after the Commencement Date of this Lease (the “Termination Date”). Said option shall only be exercisable by Tenant giving Landlord written notice of Tenant’s election to terminate the Lease effective as of (the end of the thirty-sixth full calendar month following the Commencement Date“Termination Notice”), which Termination Notice must be received by giving written notice to the Landlord at least twelve (12) months prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (Termination Date, time being of the essence with respect thereto. As consideration for and a condition precedent to Landlord granting to Tenant the option to terminate the Lease as set forth herein), which notice (in order to be valid) the Termination Notice shall be accompanied by payment a certified or cashier’s check made payable to the order of the Landlord in the amount of the Termination Fee Payment (hereinafter defined) 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 which notice the Termination Payment to Landlord in a timely manner, Tenant shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall nonetheless be null and void, and Landlord may use any portion responsible to continue to comply with all of the Termination Fee paid to offset against any amounts owed by Tenant under 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. The For the purposes hereof, the “Termination Fee is Payment” shall mean an amount equal to the sum of the following: (i) four (4) months the unamortized portion of Rent then being paid the cost of Landlord’s Improvements identified in EXHIBIT C attached hereto and all architectural and space planning fees incurred by Tenant on a monthly basis (including without limitation estimated pass-throughs), Landlord with respect thereto; plus (ii) the unamortized portion of the cost 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 ($54,243.20); plus (iii) the unamortized portion of any leasing commissions related to this Lease; plus (iv) the unamortized portion of all leasehold improvementslegal fees and costs incurred with the drafting, leasing commissionsnegotiation, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with completion of this Lease. Upon requestFor purposes of determining the foregoing components of the Termination Payment, Landlord shall calculate utilize a hypothetical amortization period of one hundred twenty (120) months and an interest rate of ten percent (10%), with the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion balance as of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendmenteighty-fourth (84th) at the rate of nine percent (9%) per annum (compounded annually) and then determining month being the unamortized portion thereof as that is due with respect to each component of the effective date Termination Payment. Within ninety (90) days after the Commencement Date, Landlord shall deliver to Tenant in writing and Tenant shall acknowledge in writing the actual amount of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent 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 sums due than to a Permitted Transferee). In the event of an assignment or subletting of Tenant’s interest under the Lease up (other than to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitationa Permitted Transferee), the right option to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due terminate contained herein shall be null and owing to Landlord void and any other of Tenant’s obligations no further force or liabilities accruing prior to the date of termination shall survive any such termination. effect.

Termination Option. (a) Tenant shall have the one-time right right, at its sole option, to terminate this Lease with respect to the Lease entire Demised Premises (but not less than the entire Demised Premises) (the “Termination Option”) effective as upon the conclusion of the end sixth (6th) Lease Year (the “Termination Option Date”) provided, however, that the effectiveness of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment exercise of the Termination Fee Option shall be conditioned upon (i) Tenant delivering a Notice to Landlord exercising the 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) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of the unamortized portion of the Lease Costs, as hereinafter defined, calculated using an eight percent (i8%) interest rate, plus the amount which is equal to four (4) months of Rent then being paid Basic Rental payable for the Demised Premises at the time of the Termination Option Date (the “Termination Payment”). For the purposes hereof, Lease Costs shall be defined 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 on a monthly basis (including without limitation estimated pass-throughs)for the Demised Premises pursuant to Section 1(g) hereof, plus (iiz) the unamortized portion of the cost aggregate dollar amount of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor commissions paid to the Brokers in connection with this Lease. Upon request, Landlord shall calculate Time is of the essence of delivery of the Termination Fee Option Notice and provide the amount thereof Termination Payment. (b) In the event that Tenant shall give the Termination Option Notice and shall otherwise comply with the conditions of the exercise of Tenant’s right to Tenant. The terminate this Lease as provided hereunder, including, but not limited to, the payment of the Termination Fee 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 36.1 shall be calculated void and of no effect unless on the date Tenant issues the Termination Option Notice to Landlord and on the Termination Option Date: (i) this Lease is in full force and effect, (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 Premises other than to a Tenant Affiliate, and (iv) Tenant has not exercised its Right of First Refusal for any First Refusal Space pursuant to Section 42 hereof (any of which conditions described in clauses (i), (ii), (iii), or (iv) above may be waived by Landlord by first amortizing the cost of at any time in Landlord’s sole discretion). (d) Tenant shall indemnify and hold Landlord harmless from and against, any and all leasehold improvementsliabilities, leasing commissionslosses, attorney feesclaims, rental abatements reasonable costs and expenses (including reasonable attorneys’ fees and other concessions in equal monthly installments over the Term (or if reasonable out-of-pocket costs) incurred in connection with any Lease amendmentreal property transfer tax that will or may become, amortized over the portion of the Term commencing or may be asserted to be or become due, owing or imposed in connection with the effective date for Termination Option at any time by the initial full monthly payment City of Rent for the Lease amendment) at the rate Southfield or State of nine percent (9%) per annum (compounded annually) Michigan or any agency or instrumentality of such City of Southfield or State of Michigan, including, without limitation any penalties and then determining the unamortized portion thereof as of the effective date of terminationinterest imposed or to be imposed in connection therewith. Tenant, in addition to the Termination Feeat Landlord’s request, shall remain obligated for all Basic Monthly Rentpromptly prepare, Additional Rent execute and file such returns, affidavits and other sums due under the Lease up to and including the effective date of termination, even though such amounts documentation as may be billed subsequent to required in connection with such datetaxes. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, The provisions of this Section 36.3 shall survive the right to recover reasonable attorneys fees as permitted by Expiration Date or earlier termination of this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Subject to the terms of this Rider, Tenant shall have the one-time right option (“Termination Option”) to terminate the this Lease effective as of upon the end of date (the thirty-sixth full calendar month following “Termination Date”) which is the Commencement Date, by giving written notice to the Landlord prior to the expiration last day of the twenty-seventh fourth (24th) full calendar month following during the Commencement Date Lease Term by: (time being i) notifying Landlord (the “Notification”) in writing of the essence herein), which notice (in order to be valid) shall be accompanied by payment Tenant’s exercise of the Termination Fee Option at least four (hereinafter defined4) months prior to the Termination Date; and which notice shall specify the termination date; provided however(ii) paying to Landlord, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before cash or after the termination notice)its equivalent, at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion concurrently with delivery of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is Notification, a termination fee equal to the sum of all unamortized leasing costs (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) bearing interest at the rate of nine ten percent (910%) per annum (compounded annuallymonthly) and then determining incurred by Landlord with respect to the unamortized portion thereof as Lease and/or Tenant’s occupancy of the effective date Leased Premises. Should Tenant exercise the Termination Option in accordance with the foregoing terms and provisions, the Lease shall terminate on the Termination Date, and neither Landlord nor Tenant shall have any further liability or obligation under the Lease after the Termination Date; provided, however, that neither Landlord nor Tenant shall be relieved of termination. Tenantor from any of its obligations, covenants and/or liabilities arising under the Lease, or in addition any way relating to the Leased Premises, which accrue on or prior to the Termination FeeDate, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due including without limitation any obligation of indemnity or reimbursement arising under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. (a) Tenant shall have the a conditional one-time right to terminate this Lease (the Lease “Termination Option”) effective as of the end last day of the thirtysixty-sixth fifth (65th) full calendar month following of the Commencement Term (“Early Termination Date”), by giving written notice which right shall be subject to the Landlord satisfaction of all of the following conditions: (i) The Tenant has sold or will be selling prior to the expiration Early Termination Date, all of its assets to a new non-affiliated entity; (ii) Tenant notifies Landlord in writing of Tenant’s election to exercise its Termination Option (“Termination Notice”) at least twelve (12) months prior to the twenty-seventh full calendar month following Early Termination Date; (iii) at the Commencement Date time of Tenant’s Termination Notice, there is no default by Tenant hereunder; and (time being of the essence herein), which notice (in order to be validiv) shall be Tenant’s Termination Notice is accompanied by payment to Landlord, as Additional Rent hereunder, of the Termination Fee (hereinafter definedas defined below). (b) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is shall be equal to three (3) months of the sum of then-current Rent, including Base Rent, estimated Operating Expenses and estimated Real Estate Taxes plus the unamortized Landlord’s Costs (defined below). For the purposes hereof, Landlord’s Costs shall mean: (i) four (4) months of Rent then being paid brokerage fees incurred by Tenant on a monthly basis (including without limitation estimated pass-throughs)Landlord in connection with this Lease or any future amendment to this Lease, plus (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 cost 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 all leasehold improvementsTenant’s Base Rent obligations with respect to any space (including the initial Premises) leased hereunder by Tenant, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor ending on the Expiration Date (as defined in connection with Section 1.22). The Landlord estimates (prior to the execution of this Lease. Upon request, Landlord shall calculate ) that the Termination Fee will be approximately $870,691.00. (c) If Tenant properly exercises the Termination Option and provide the amount conditions applicable thereto have been satisfied, this Lease shall be 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 vacate the Premises and return possession thereof to Tenant. The Landlord on or before the Early Termination Fee Date, Tenant shall be calculated by Landlord by first amortizing deemed to be holding over in the cost of all leasehold improvementsPremises, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition which holdover shall be subject to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date terms of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Section 2.02 hereof.

Termination Option. 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 one-time irrevocable right and option (the "Termination Option") to terminate LICENSEE's rights hereunder, whether or not it elects to terminate the Lease effective LICENSE AGREEMENT, in consideration of the payment by TPC of a cancellation fee equal to the fair market value, as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment date of the Termination Fee Option is exercised, of LICENSEE's rights under this Sublicense as determined pursuant to (hereinafter definedc) below. (b) To exercise the Termination Option, TPC shall deliver to LICENSEE a written notice (the "Termination Notice") indicating TPC's election to exercise the Termination Option pursuant to this Section. For a period of 30 days after exercise of the Termination Option, LICENSEE shall afford TPC full access to all of LICENSEE's documents and information which notice shall specify TPC may request. TPC may rescind the termination date; provided however, if Tenant is in Default Termination Notice at any time hereunder beyond any applicable cure within 15 days after such 30-day due diligence period (whether before or after the termination notice), at Landlord’s option, such termination election final determination of the appraisers pursuant to (C) below. Such rescission shall be null by written notice and voidbe without liability to either party; provided that TPC may not exercise the Termination Option more than once in any calendar year. If the Termination Option is exercised and the Termination Notice is not rescinded, TPC shall pay the Termination Notice is not rescinded, TPC shall pay the Termination Payment in cash and Landlord may use any portion LICENSEE's sublicense rights hereunder shall thereupon terminate. (c) The fair market value of LICENSEE's rights under this Sublicense as of the date of exercise of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of Option (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .i.

Termination Option. 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 one-time right option (the “Termination Option”) to terminate the Lease effective as on the last day of the end sixty-ninth (69th) month of the thirty-sixth full calendar month following Extension Term (the Commencement "Termination Date”), by giving providing Landlord with written notice of such option election (the "Termination Notice”). The Termination Notice shall be effective only if it is given to Landlord at least twelve (12) months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given the Termination Notice to Landlord prior to the expiration Termination Notice Deadline, the Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate the Lease pursuant to this Paragraph 11 at any time after the Termination Notice Deadline. As a condition precedent to any termination of the twenty-seventh full calendar month following Lease pursuant to the Commencement Date provisions of this Paragraph 11, Tenant must have delivered to Landlord within thirty (time being 30) days after Landlord advises Tenant in writing of the essence herein), which notice (in order to be valid) shall be accompanied by payment calculation of the Termination Fee (hereinafter defineddefined below) and which notice shall specify the an amount as a termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is fee equal to the sum of (i) four six (46) months of Rent then being 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 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 on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this 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, 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. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof The rights granted to Tenant under this Paragraph 11 are personal to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing , and in the cost event of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion assignment of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition by Tenant prior to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitationNotice Deadline, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due Termination Option shall thenceforth be void and owing to Landlord and any other of Tenant’s obligations no further force or liabilities accruing prior to the date of termination shall survive any such termination. effect.

Termination Option. Tenant shall have the one-time right option to terminate the Lease (the “Termination Option”) effective as of the end of the date that is thirty-sixth full calendar month following six (36) months after the Extension Term Commencement Date (such date, the “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 written notice of Tenant’s election to exercise the Landlord Termination Option (the “Termination Notice”) on or before the date that is nine (9) months prior to the expiration of the twenty-seventh full calendar month following the Commencement Termination Date (time being such date, the “Exercise Date”). Tenant shall not be deemed to have exercised the Termination Option unless and until Tenant has delivered the Termination Notice to Landlord. Time shall be of the essence herein), which notice (in order as to Tenant’s exercise of the Termination Option. Tenant acknowledges that it would be valid) inequitable to require Landlord to accept any exercise of the Termination Option after the Exercise Date. Any attempted exercise of the Termination Option after the Exercise Date shall be accompanied by payment void and of no force or effect. 6.2 In the event that Tenant exercises the Termination Option, Tenant shall be required to pay to Landlord the Termination Fee (hereinafter definedas defined below) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether on or before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the LeaseDate. The “Termination Fee is Fee” means an amount equal to the sum of (ia) four One Hundred Seventy-Six Thousand Seven Hundred Fifty-Nine and 22/100 Dollars (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs$176,759.22), plus (iib) the unamortized portion amounts (as of the cost Termination Date) of (i) all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided commissions paid by Lessor Landlord in connection with this Lease. Upon requestAmendment, Landlord shall calculate and (ii) the Termination Fee and provide the amount thereof to TenantTI Allowance (as defined below). The Termination Fee amounts in Subsection 6.2(b)(i) and (ii) shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) same at the rate of nine eight percent (98%) per annum (compounded annually) commencing on the Extension Term Commencement Date and ending on the Term Expiration Date). If Tenant fails to pay, or is late in paying, the Termination Fee to Landlord, then determining the unamortized portion thereof as Landlord shall have all of the effective date of termination. Tenant, rights and remedies set forth in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and for nonpayment of Rent (including the effective date right to interest and the right to assess a late charge), and for purposes of termination, even though any litigation instituted with regard to such amounts may the same shall be billed subsequent to such dateconsidered Rent. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, obligation to pay the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination Termination Fee shall survive any such termination. the expiration or earlier termination of the Lease.

Termination Option. Notwithstanding anything to the contrary in the Lease, Tenant shall have the one-time 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 Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Eighth Additional Vivarium Termination Date”), which Eighth Additional Vivarium Termination Date shall be set forth in the Eighth Additional Vivarium Termination Notice. Subject to (a) Landlord’s timely receipt of the Eighth Additional Vivarium Termination Notice and (b) Tenant surrendering the Eighth Additional Vivarium Premises in the condition required under the Lease effective (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the end of the thirty-sixth full calendar month following the Commencement Eighth Additional Vivarium Termination Date, by giving written notice the Lease with respect to the Landlord prior to the expiration Eighth Additional Vivarium Premises only shall terminate and be of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before no further force or after the termination notice), at Landlord’s option, such termination election shall be null and voideffect, and Landlord may use any portion and Tenant shall be relieved of their respective obligations under the Lease with respect to the Eighth Additional Vivarium Premises only from and after the Eighth Additional Vivarium Termination Fee paid Date, except with respect to offset against any 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 under the Lease. The Termination Fee is equal pursuant to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) Lease with respect to the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date Eighth Additional Vivarium Premises for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease period up to and including the effective date Eighth Additional Vivarium Termination Date. The termination right granted to Tenant pursuant to this Section shall automatically terminate and be of terminationno further force or effect in the event that (y) Tenant assigns, even though such amounts may be billed subsequent subleases or otherwise Transfers the Eighth Additional Vivarium Premises or any portion thereof to such date. Tenant’s obligationsother entities or persons, and Landlord’s rights and remedies other than in connection with an Exempt Transfer (including without limitation, or in connection with any sublease approved by Landlord pursuant to Article 29 of the right to recover reasonable attorneys fees as permitted by this Lease), with respect or (z) Tenant’s right to all such sumspossession 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 Omeros, and may not be exercised by any other amounts due and owing to Landlord and any other assignee, sublessee or transferee of Tenant’s obligations or liabilities accruing prior to a Permitted Transferee’s interest in the date of termination shall survive any such termination. Lease.

Termination Option. Provided: (i) no Event of Default then exists; (ii) this Lease is in full force and effect; and (iii) Tenant shall have is the one-time 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 Lease Premises effective at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the following terms and conditions (“Termination Option”). The “Termination Date” means the last day of the 127th full calendar month after the 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 (“Termination Notice”), 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 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 Permitted Transferee is then occupying 3 or more full floors of the Building, the date that is 30 months prior to the 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 end Termination Date of the thirty-sixth full calendar month 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 Landlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the 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, by giving and within 30 days after Landlord’s receipt of Tenant’s written notice to request therefor, the Landlord prior to parties shall execute and deliver a statement confirming the expiration amount of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by Termination Payment. Tenant’s payment of the Termination Fee (hereinafter defined) and which notice shall specify Payment is a condition precedent to the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after of this Lease on the termination notice), at Landlord’s option, such termination election shall be null and voidTermination Date, and Landlord may use any portion of such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Fee paid Payment is not a penalty and is fair and reasonable compensation to offset against any amounts owed by Tenant under Landlord for the Lease. The Termination Fee is equal to the sum loss of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to expected rentals from Tenant. The Termination Fee shall be calculated Payment is payable only by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (wire transfer or if incurred in connection with any Lease amendment, amortized over the portion cashier’s check. Time is of the Term commencing essence with respect to the effective dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. TenantTermination Notice, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective Termination Date, Tenant is in default of this Lease, beyond all applicable notice, cure and grace periods, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant’s exercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of terminationTenant to extend the Term or expand the Premises (whether expansion options, even though such amounts may be billed subsequent 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 of no force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph and Landlord has not negated the effectiveness of Tenant’s exercise of the Termination Option pursuant to 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. Tenant’s obligations, the Expiration Date shall be the Termination Date, and Landlord’s rights the terms and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), provisions of Section 18 shall apply with respect to the terminated premises. If the terminated Premises are less than all such sumsof the Premises, any other amounts due then this Lease shall remain in full force and owing effect with respect to Landlord the balance of the Premises, and any other all provisions in this Lease based on the square footage of the Premises, including without limitation Rent and Tenant’s obligations or liabilities accruing prior to Share, shall be adjusted accordingly effective on the date of termination shall survive any such termination. day immediately following the Termination Date.

Termination Option. (a) Tenant shall have the a one-time right option to terminate the Lease effective as of March 31, 2002 the end "Termination Date") provided that (i) the Lease is in full force and effect and Tenant shall not be in default under the Lease, 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 thirty-sixth 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 calendar month following force and effect as if such Termination Notice had not been given. In the Commencement Dateevent that Tenant exercises its option as aforesaid, by giving written notice 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 prior as to and as of the expiration of the twentyterm of this Lease shall apply in a like-seventh manner to such early termination. In the event Tenant does not timely notify Landlord of its intent to terminate, this Lease shall continue, in full calendar month following force and effect, throughout the Commencement Date entire Lease Term. (time being b) In the event Tenant exercises its Right of First Offer as defined in paragraph 3 above, and desires to terminate the Lease, all terms and conditions pursuant to paragraph 5(a) above shall apply to the 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 essence herein)Additional Space (including, which notice (in order but not limited to be validleasing commissions and improvement allowance) shall be accompanied by payment as of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided howeverDate, if Tenant is in Default assuming amortization of such costs at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine ten percent (910%) per annum over the period between the Delivery Date and the Lease Expiration Date. (compounded annuallyc) and then determining In the unamortized portion thereof event Tenant does not exercise its Termination Option as defined in paragraph 5(a) above, effective as of April 1. 2002, Tenant shall be allocated an allowance of up to $5.00 per square foot (the effective date of termination. Tenant, in addition "Refurbishment Allowance") for paint and carpet to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord Premises and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Additional Space.

Termination Option. Tenant shall have the a one-time right option to terminate this Lease (the Lease “Termination Option”), effective as of the end last day of the thirtyeighty-sixth full calendar month fourth (84th) Lease Month (the “Termination Date”). The Termination Option is hereby granted subject to the following the Commencement Date, by giving terms and conditions: (i) Tenant shall provide Landlord with a written notice of Tenant’s election to exercise the Landlord Termination Option (the “Termination Notice”), which Termination Notice (a) shall be given not later than twelve (12) months prior to the expiration Termination Date, TIME BEING OF THE ESSENCE. (ii) Tenant shall not be in default under this Lease either on the date of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment Tenant’s exercise of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided howeverOption or, if Tenant is unless waived in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice)writing by Landlord, at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of on the Termination Fee paid Date. (iii) Tenant shall pay to offset against any amounts owed by Tenant under Landlord together with the Lease. The Termination Fee is Notice, TIME BEING OF THE ESSENCE, a cash lease termination fee (the “Termination Fee”) in an amount equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), $5,168,437.00 plus (ii) the unamortized amount of any portion of the cost Additional Allowance received by Tenant (amortized on a straight-line basis over the initial lease term at a rate of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord [*] percent). (iv) If Tenant shall calculate exercise the Termination Fee Option in strict accordance with the terms and provide the amount thereof to Tenant. The Termination Fee conditions of this Article 31, then (a) all Rent payable under this Lease shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements paid through and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof apportioned as of the effective date of termination. Tenant, Termination Date (in addition to payment by Tenant of the Termination Fee); (b) neither party shall have any rights, estates, liabilities, or obligations under this Lease for the 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 remain obligated for all Basic Monthly Rent, Additional Rent surrender and other sums due under vacate the Lease up to Premises and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing deliver possession thereof to Landlord on or before the Termination Date in the condition required under this Lease for surrender of the Premises. (v) The Termination Option shall automatically terminate and any other become null and void upon the earlier to occur of: (a) the Termination of Tenant’s obligations right to possession of the Premises; or liabilities accruing prior (b) the failure of Tenant to timely or properly exercise the date of termination shall survive any such terminationTermination Option or pay the Termination Fee. * Confidential treatment requested; certain information omitted and filed separately with the SEC.

Termination Option. Provided (i) Tenant is not then in default under the 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 one-last calendar day of the eighty fourth (841h) month of the Term (the "Term ination Date") in accordance with the following provisions. Tenant's one time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, must be exercised by giving written notice to the Landlord at least twelve (12) months prior to the expiration Termination Date or Tenant shall have waived its right of the twenty-seventh full calendar month following the Commencement Date (time being termination. Time is of the essence hereinin giving such notice. As a condition to exercising such right of termination , Tenant must pay to Landlord, at the 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 : (a) five (5) 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 leasing costs, which notice (in order including but not lim ited to be valid) shall be accompanied by payment 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 Fee (hereinafter defined) Date, electricity abatement, reasonable legal costs and which notice brokerage commissions paid by Lxxxxxxx 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 specify render the exercise of the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be option null and void. If Tenant properly gives notice of termination and timely pays the Termination Payment as above required, and Landlord may use any portion then the Lease shall terminate on the Termination Date as if such date were the scheduled expiration date of the Termination Fee paid Lease, but without prejudice to offset against (I) all rights and remedies available to Landlord for any amounts owed antecedent breach of covenant by Tenant under this Lease and (II) the continuance of all obligations or liabilities (including Tenant ind emnities) which are expressly stated to survive the termination of the Lease. The Termination Fee This option is equal to not transferable ; the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements parties hereto acknowledge and other concessions incurred or provided by Lessor in connection with agree that they intend that this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee early termination option shall be calculated by Landlord by first amortizing the cost of all leasehold improvements"personal" to Conexis Benefits Administrators, leasing commissionsL.P., attorney fees, rental abatements or any Permitted Transferee and other concessions that in equal monthly installments over the Term (no event will any assignee or if incurred in connection with sublessee have any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition rights to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though exercise such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. option.

Termination Option. (a) Landlord has requested, and Xxxxxx has agreed to grant to Landlord an option (the “Termination Option”) to terminate portions of the Additional Premises previously demised to Tenant pursuant to the Second Amendment to Lease (the “Surrendered Space”), as more particularly shown on Exhibit A attached hereto and made a part hereof. Commencing upon the date of this Amendment (the “Effective Date”), Landlord shall have the one-time right right, at its sole option, to terminate the Lease effective as of with respect to the end of the thirty-sixth full calendar month following the Commencement DateSurrendered Space only, by giving not less than thirty (30) days’ prior written notice to Tenant (the Landlord prior “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 expiration 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 twenty-seventh full calendar month following “Holiday Season”). (b) Tenant shall not be responsible for removing any Fixtures from the Commencement Date (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 Termination Date, time being of the essence herein)with respect to said date, which notice (and vacate the Terminated Space and deliver vacant possession thereof to Landlord. Any personal property of Tenant remaining in order to be valid) the Surrendered Space after the Effective Date shall be accompanied deemed abandoned by payment Xxxxxx 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 outstanding and unsatisfied on the Termination Date, and (y) to a third party (under the insurance and indemnification provisions of the Termination Fee (hereinafter definedLease or otherwise) and which notice shall specify the termination date; provided howeverarising prior to, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before on or after the termination notice)Termination Date as a result of an event occurring or condition existing in the Surrendered Space prior to, at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of or on the Termination Fee paid to offset against any amounts owed by Date. (d) Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)represents and warrants that it has not assigned, plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred pledged or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for encumbered the Lease amendment) at or sublet the rate Surrendered Space or done or suffered any other action as a result of nine percent (9%) per annum (compounded annually) which the Lease or the Surrendered Space might be subject to any lien or encumbrance. Tenant warrants that the foregoing covenants and then determining the unamortized portion thereof representations will be true and correct as of the effective date of termination. TenantEffective Date, in addition Xxxxxx has and will have good right to surrender the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under Surrendered Space on or before the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligationsEffective Date, and Landlord’s rights and remedies (including without limitation, delivery of possession of the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing Surrendered Space will be made to Landlord on or before the Effective Date free and clear of all liens and encumbrances of any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. kind whatsoever.

Termination Option. Tenant shall have the one-option to terminate this Lease with respect to the Substitution Space only effective on the last day of the 60th full calendar lease month following the Substitution Space Commencement Date (the “Termination Date”), provided (a) Tenant gives written notice thereof to Landlord not less than 12 months prior to the Termination Date, and (b) no uncured event of default exists under the Lease at the time of the giving of such notice nor on the Termination Date (following the expiration of any applicable notice and cure period provided in the Lease). Additionally, Tenant’s right to terminate hereunder is conditioned upon the Lease effective as continued payment by Tenant of the end of the thirty-sixth full calendar month following the Commencement Dateall Basic Rental, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Additional Rental, which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) parking charges, charges for electrical service and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed other charges due by Tenant under the Lease (collectively referred to herein as “Rent”) through and including the Termination Date in accordance with the terms of the Lease. The Termination Fee is , and payment in full by Tenant, such payment to be delivered to Landlord with the written notice of termination, of a cash sum equal to the sum of (i) four $220,020 (4) 4 months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), Basic Rental at the rate of $30.00 per rentable square foot) plus (ii) $391,480.00 (the unamortized portion cost (using an amortization rate of the cost 10%) of all leasehold improvementstenant improvement allowances, leasing commissions, attorney fees, rental abatements commissions and other concessions cash allowances incurred or provided by Lessor Landlord in connection with this the Lease) (the “Termination Payment”). Upon request, Landlord shall calculate After Landlord’s receipt of the Termination Fee Payment and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements Rent through and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to including the Termination FeeDate, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due so long as Tenant has surrendered the Premises in the condition required under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted modified by this Ninth. Modification, neither party shall have any rights, liabilities or obligations under the Lease for the period accruing after the Termination Date, except those which, by the provisions of the Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other expressly survive the termination of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Lease.

Termination Option. Provided Tenant has not previously exercised its right of first offer pursuant to Article 32 of this Lease and provided further that Tenant fully and completely satisfies each of the conditions set forth in this Article 33, Tenant shall have the one-time right option ("Termination Option") to terminate the this Lease effective as of at the end of the thirty-sixth (36th) full calendar month of the Term only (the "Termination Date"). In order to exercise the Termination Option, Tenant must fully and completely satisfy each and every one of the following the Commencement Date, by giving conditions: (a) Tenant must give Landlord written notice ("Termination Notice") of its intention to the terminate this Lease, which Termination Notice must be delivered to Landlord at least six (6) months prior to the expiration of Termination Date, (b) at the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice Notice Tenant shall specify the termination date; provided however, if Tenant is not be in Default at any time hereunder beyond any default under this Lease after expiration of applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and voidperiods, and Landlord may use any portion (c) concurrently with Tenant's delivery of the Termination Fee paid Notice to offset against any amounts owed by Landlord, Tenant under the Lease. The shall pay to Landlord a termination fee ("Termination Fee is Fee") equal to the sum of (i) four the unamortized balance, as of the Termination Date, of (4A) months of Rent then being the costs incurred by Landlord in designing and constructing the Tenant Improvements, (B) the brokerage commissions paid by Tenant on a monthly basis Landlord in connection with this Lease, and (including without limitation estimated pass-throughs)C) the Abated Rent, plus (ii) an amount equal to three (3) months of Monthly Basic Rental calculated at the unamortized portion rate payable at the time of the cost of all leasehold improvementsTermination Notice. Amortization pursuant to subsection (i), leasing commissionsabove, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing on a sixty-two (62) month amortization schedule commencing as of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in Commencement Date based upon equal monthly installments over payments of principal and interest, with interest imputed on the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) outstanding principal balance at the rate of nine ten percent (910%) per annum (compounded annually) and then determining annum. In the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the event Tenant exercises its right to recover reasonable attorneys fees as permitted by this Lease), with respect first offer pursuant to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing Article 32 hereof prior to the date of termination Tenant's delivery of the Termination Notice, then the Termination Option shall survive any such terminationbecome void and of no further force and effect and Tenant shall have no further rights under this Article 33. In the event Tenant delivers the Termination Notice to Landlord, Tenant's right of first offer pursuant to Article 32 hereof shall become void and of no further force or effect.

Termination Option. Tenant shall will have the one-time right option to terminate and cancel the Amended Lease ("Termination Option"), effective as of 11:59 p.m. on the end last day of the thirtyforty-sixth third (43rd) full calendar month following of the Commencement New Term ("Termination Date"), by giving written notice delivering to Landlord, on or before the Landlord date which is six (6) months prior to the expiration Termination 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 in addition to Tenant's obligation to satisfy all other monetary and non-monetary obligations arising under the Amended Lease through to the Termination Date, Tenant shall pay to Landlord the then unamortized value (amortized on a straight line basis over the New Term, with interest thereon at the Interest Rate) of the twenty-seventh full calendar month following (collectively, the Commencement Date "Termination Consideration"): (time being i) the Allowance and the cost of any leasehold improvements made by Landlord at Landlord's expense for the essence herein)benefit of Tenant, which notice (ii) the Abated Amount, and (iii) brokerage commissions paid by Landlord in order to be valid) connection with this Amendment. The Termination Consideration shall be accompanied due and payable by payment Tenant to Landlord in two equal installments: one-half (1/2) of the Termination Fee Consideration to be delivered concurrently with Tenant's delivery of notice to Landlord of the exercise of the Termination Option, and the remaining one-half (hereinafter defined1/2) of the Termination Consideration to be delivered on the first day of the month preceding the Termination Date (the "Final Payment"). If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord as set forth above and satisfies all other monetary and non-monetary obligations under the Amended Lease including, without limitation, the provisions regarding surrender of the Premises, all of which notice shall specify must be accomplished on or before the termination dateTermination Date, then the Amended Lease will terminate as of midnight on the Termination Date; provided provided, however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after fails to deliver the termination notice)Final Payment on the first day of the month preceding the Termination Date, at Landlord’s option, such termination election Tenant's Termination Option shall be null deemed null, void and void, of no force or effect and Landlord the Amended Lease shall continue in full force and effect notwithstanding Tenant's exercise of its Termination Option. The Termination Option is personal to the original Tenant executing this Amendment and may use be exercised only by the original Tenant executing this Amendment while occupying and leasing the entire Premises and without having assigned the Amended Lease or sublet any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Premises.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall will have the one-time right option to terminate the and cancel this Lease ("Termination Option"), effective as of 11:59 p.m. on the end last day of the thirtyninety-sixth (96th) full calendar month following of the Commencement initial Lease Term ("Termination Date"), by giving written notice delivering to Landlord, on or before the Landlord date (the "Termination Notice Date") which is twelve (12) months prior to the expiration Termination 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 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 the following "Termination Consideration": the then unamortized value (amortized on a straight-line basis over the last 156 months of the twentyinitial 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-seventh full calendar month following the Commencement Date (time being unpaid portion of the essence hereinAmortized Allowance (as defined in the Tenant Work Letter), which notice (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 order to be valid) connection with the leasing of that additional space, the Termination Consideration shall be accompanied calculated taking into account those additional amounts. The Termination Consideration shall be due and payable by payment Tenant to Landlord concurrently with Tenant's delivery of notice to Landlord of the exercise of the Termination Fee (hereinafter defined) Option. If Tenant properly and timely exercises its Termination Option and 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 notice must be accomplished on or before the Termination Date, then this Lease will terminate as of midnight on the Termination Date. Upon determination of the final unamortized value of the cost of the leasing costs, Landlord and Tenant shall specify enter into an amendment acknowledging the termination date; provided howevertotal Termination Consideration. Tenant shall not have the Termination Option, if as of the date of the exercise of the Termination Option by Tenant, Tenant is in Default at any time hereunder beyond any applicable cure period under this Lease. Within ten (whether before or 10) business days after Tenant's written request (such date to be referred to herein as the termination notice"Termination Fee Notice Outside Date"), at Landlord’s option, such termination election Landlord shall be null and void, and Landlord may use any portion provide Tenant with a statement of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)Consideration, plus (ii) the unamortized portion which shall include an outline of the cost calculation of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Consideration.

Termination Option. 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 one-time right to terminate originally named Tenant or a Permitted Transferee; and (iv) Tenant has not expanded the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following Premises after the Commencement Date (time being other than in connection with the ROFO (as defined below) prior to the 56-month anniversary of the essence hereinCommencement Date), Tenaxx xxx 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 (“Termination Option”). “Termination Date” means the day immediately prior to the 104th-month anniversary of the 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 (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by Landlord no later than the date that is 12 calendar months prior to the Termination Date, failing which notice the Termination Option is deemed waived (provided Landlord reserves the right to waive in order 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 be validthis Lease: (i) shall be accompanied brokerage commissions and reasonable attorneys’ fees paid by Landxxxx; (xi) 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 Fee (hereinafter defined) and which notice shall specify Payment is a condition precedent to the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after of this Lease on the termination notice), at Landlord’s option, such termination election shall be null and voidTermination Date, and Landlord may use any portion of such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Fee paid Payment is not a penalty and is fair and reasonable compensation to offset against any amounts owed by Tenant under Landlord for the Lease. The Termination Fee is equal to the sum loss of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to expected rentals from Tenant. The Termination Fee shall be calculated Payment is payable only by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (wire transfer or if incurred in connection with any Lease amendment, amortized over the portion ACH. Time is of the Term commencing essence with respect to the effective dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. TenantTermination Notice, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date Termination Date, there is an Event of terminationDefault, even though such amounts then Landlord may be billed subsequent elect, but is not obligated, by written notice to such date. Tenant to cancel and declare null and void Tenant’s obligationsexercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. As of the date Tenant delivers the 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 Landlord’s rights any and remedies (including all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall immediately terminate and are automatically, without limitationfurther action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the right to recover reasonable attorneys fees as permitted by Termination Option in accordance with this Lease), with respect to all such sums, any other amounts due paragraph and owing to Landlord and any other has not negated the effectiveness of Tenant’s obligations or liabilities accruing prior exercise of the Termination Option pursuant to the date foregoing, this Lease and the Term 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 termination Section 18 shall survive any such terminationapply. Landlord shall provide Tenant with the amount of the Termination Payment within 10 business days of Tenant’s request therefor, which request may be made not sooner than 6 months after the Commencement Date; provided, however, Tenant acknowledges and agrees that Landlord may modify the amount of the Termination Payment in connection with Tenaxx’x xxercise of the ROFO.

Termination Option. Tenant shall have the one-time right option to terminate this Lease at any time after the third anniversary date of the Commencement Date provided Tenant gives Landlord not less than nine (9) months prior written 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 desires the termination to become effective (the "Termination Date"). On the date Tenant delivers written notice to Landlord of its election to terminate this Lease, Tenant shall pay Landlord an amount equal to $4.00 per RSF of the Premises as of the Termination Date if Tenant elects to terminate this Lease effective as of the end third anniversary date of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein"Termination Fee"), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated reduced by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion $.17 per RSF of the Term commencing with the effective date Premises per month for the initial each full monthly payment of Rent for month during which the Lease amendment) at remains in effect beyond the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as third anniversary date of the effective date Commencement Date. As of termination. Tenant, in addition to the Termination Fee, shall remain obligated for Date: (a) all Basic Monthly Base Rent, Additional additional Rent and other sums due payable by Tenant under this Lease shall be paid through and apportioned as of the Termination Date; (b) neither party shall have any rights, liabilities or obligations under this Lease up to and including for the effective date period accruing after the Termination Date, except those which, by the provisions of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due expressly survive the termination of this Lease; and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to (c) Tenant shall surrender the date of termination shall survive any such termination. Premises in the condition required under this Lease.

Termination Option. (a) Tenant shall have the one-time right option to terminate the this Lease (each a “Termination Option”) effective as of either the end day immediately preceding the fifth (5th) year anniversary of the thirty-sixth full calendar month following Commencement Date or the Commencement Date, by giving written notice to day immediately preceding the Landlord prior to the expiration seventh (7th) year anniversary of the twenty-seventh full calendar month following 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 Notice”), time being of the essence herein), which notice essence. Within ten (in order to be valid10) shall be accompanied by payment days after receipt of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Notice Landlord will provide Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion with a written calculation of the applicable termination fee (the “Termination Fee paid to offset against any amounts owed by Tenant under the LeaseFee”). The Termination Fee is will be 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 brokerage commissions plus a ten percent (i10%) four add-on factor (4or a five percent (5%) months of Rent then being paid by Tenant add-on a monthly basis factor if the Termination Date is the day immediately preceding the seventh (including without limitation estimated pass-throughs), plus (ii7th) the unamortized portion year anniversary of the cost Commencement Date). Within ten (10) days after receipt of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost written notice of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, Tenant shall pay such amount to Landlord by certified or cashier’s check or by wire transfer. In such event, Tenant will vacate and surrender possession of the Premises to Landlord on the Termination Date in the manner required under this Lease. Tenant’s failure to pay the Termination Fee within such ten (10) day period will cause the Termination Notice be null and void and of no 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 void and of no force or effect at the 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 other than Permitted Transferees. Notwithstanding any exercise of the Termination Option by Tenant pursuant to this Section 21.25, Tenant shall remain obligated liable to Landlord for any and all Basic Monthly Base Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, and/or any other amounts due and owing to Landlord perform any and any other all of Tenant’s obligations or liabilities accruing 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 survive be conclusive evidence of a material and adverse effect. Notwithstanding the foregoing, however, in the event of any such termination. .termination by Tenant, Tenant agrees to pay to Landlord an amount equal to the sum of all of Landlord’s unamortized transaction costs associated with the Premises (calculated as of the Table of Contents

Termination Option. So long as there exists no default either at the time of exercise or on the Early Termination Date (as hereinafter defined), the Tenant named herein has not assigned any portion of this Lease nor sublet any portion of the Premises, Tenant shall have the one-time right option to terminate this Lease (the Lease “Termination Right”) effective as of the end first day of the thirtyeighty-sixth full calendar fifth month following of the Commencement Term (the “Early Termination Date, by giving ”) upon not less than twelve (12) months prior written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in Landlord. In order to be valid) shall effective, such notice must be accompanied by a termination payment equal to (i) the unamortized balance of the Termination Fee Landlord’s “Lease Costs” (as hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) three (3) months’ Rent at the unamortized portion rate payable as of the Early Termination Date. If Tenant fails to exercise the Termination Right strictly in accordance with this section, then the Termination Right shall automatically lapse and Tenant shall have no right to terminate this Lease. Upon timely exercise of the Termination Right in compliance with the terms hereof, the Early Termination Date shall be deemed the Expiration Date and Tenant shall surrender the Premises on or before the Early Termination Date in accordance with the terms of this Lease. For the purposes hereof, “Lease Costs” shall be the cost of all leasehold improvements, leasing brokerage commissions, attorney feesrental abatements, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon requestTenant allowances, Landlord shall calculate plus interest on the Termination Fee and provide foregoing items accruing from the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) Commencement Date at the rate of nine eight percent (98%) per annum (compounded annually) and then annum. For purposes of determining the unamortized portion thereof as balance of Lease Costs, Lease Costs shall be amortized on a straight line basis over the Initial Term. Within sixty (60) days after substantial completion of Landlord’s Work, Landlord shall provide a detailed breakdown of the effective date Lease Costs and an amortization schedule for the same, provided that any delay in delivery of termination. Tenant, in addition such breakdown shall not have any impact on the obligation of Tenant to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though pay such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by provided in this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. paragraph.

Termination Option. (a) Tenant shall have the one-time right option to terminate this Lease with respect to the Lease entire Premises (the “Termination Option”), which termination shall be effective as of on February 1, 2019 (the end of the thirty-sixth full calendar month following the Commencement “Termination Date”), by giving providing Landlord with written notice to thereof (the Landlord “Termination Option Notice”) on or prior to the expiration of date which is twelve (12) months prior to the twenty-seventh full calendar month following Termination Date. If Tenant timely delivers the Commencement Date Termination Option Notice, then, on or before the date which is ten (time being of 10) business days after the essence herein)date the Termination Option Notice is delivered to Landlord, which notice (in order Tenant shall deliver to be valid) shall be accompanied by payment of Landlord the Termination Fee (hereinafter definedas defined below) as consideration for and which notice shall specify a condition precedent to such early termination. The “Termination Fee” equals the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period unamortized amounts (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion as of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum Date) of (i) four the broker commissions paid in connection with this Lease, which amounts shall be calculated by using an amortization table with an interest rate of eight percent (48%) months of Rent then being commencing on the latest date a brokerage commission is actually paid by Tenant in connection with this Lease and ending on a monthly basis (including without limitation estimated pass-throughs)the Term Expiration Date, plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided Extension Allowance paid by Lessor 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. (b) If Tenant 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. Upon request”), Landlord then Tenant shall calculate have the option to terminate this Lease with respect to the entire Premises (an “Expansion Termination Option”) in connection with which (i) the Termination Fee 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 provide (iii) the amount thereof to Tenant. The Termination Fee shall be calculated by Zero Dollars. For clarity, Tenant shall not have an Expansion Termination Option in the case where Landlord by first amortizing or an affiliate of Landlord acquires a building after the cost of all leasehold improvements, Execution Date in which Tenant is then leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over space containing more rentable square feet than the Term premises under this Lease. (c) If Tenant fails to timely deliver to Landlord the Termination Option Notice or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, then the Termination Option or Expansion Termination Option, as applicable, shall remain obligated automatically terminate and be of no further force or effect. If Tenant timely delivers to Landlord the Termination Option Notice and the Termination Fee, then Tenant shall surrender the Premises to Landlord on or before the 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, 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 all Basic Monthly Rentthose provisions that, Additional Rent and other sums due by their express terms, survive the expiration or earlier termination thereof. Notwithstanding anything in this Section to the contrary, 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 Lease up (so long as Tenant has received prior written notice of such default). Any attempted exercise of the Termination Option during a period of time in which Tenant is in default shall be void and of no force or effect. The Termination Option and or Expansion Termination Option, as applicable, are each personal to Novavax, Inc., and including may not be exercised by any assignee, sublessee or transferee of this Lease, unless Landlord expressly agrees that the effective date of terminationTermination Option or Expansion Termination Option, even though such amounts as applicable, may be billed subsequent transferred to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. assignee, sublessee or transferee, which agreement Landlord may grant or withhold in its sole discretion.

Termination Option. Tenant shall have the one-time right option to terminate the this Lease effective as at any time after the completion of the end fifth (5th) full Lease Year, subject to the terms and conditions hereof (the “Termination Option”). Tenant shall exercise the Termination Option, if at all, by giving Landlord not less than twelve (12) months prior written notice (the “Termination Notice”) and such exercise shall be irrevocable. If Tenant exercises the Termination Option as set forth herein, Tenant shall pay Landlord a termination payment in an amount equal to: (i) the sum of the thirty-sixth $300,000.00 as reduced by $12,500 for each full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh fifth (5th) full calendar month following Lease Year until the Commencement Date effective date of such termination (time being e.g., if the termination was effective as of the essence herein), which notice (in order to be valid) shall be accompanied by payment last day of the Termination Fee fifth (hereinafter defined5th) and which notice shall specify full Lease Year the termination date; provided however, sum would be $300,000.00 but if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion effective as of the Termination Fee paid to offset against any amounts owed by Tenant under last day of the Lease. The Termination Fee is equal to sixth (6th) full Lease Year the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughswould be $150,000.00), plus (ii) the remaining unamortized portion amount of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term Transactions Costs (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendmentas defined below) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of terminationsuch 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 Tenant’s delivery of the Termination Notice but, at Landlord’s option, in addition to no event shall the Lease terminate unless and until the Termination Fee, shall remain obligated for Payment has been paid and all Basic Monthly Rent, Additional Rent of Tenant’s payments and other sums due obligations under the this Lease up to through and including the effective date of terminationsuch termination have been fully satisfied and performed, even though such amounts may be billed subsequent to such date. Tenant’s obligationsincluding, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s yield-up and surrender obligations or liabilities accruing prior 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 Termination Payment and satisfaction of its obligations as required, this Lease shall expire on the date specified in the Termination Notice with the same effect as if such date were the date originally specified herein for the expiration of termination shall survive any such termination. the Term hereof.

Termination Option. Tenant Notwithstanding anything to the contrary contained herein, Lessee shall have the a one-time right option to terminate surrender the Lease effective as of Premises (“Termination Option”) in accordance with the end of following terms and conditions: a) If Tenant desires to exercise the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Tenant shall give Landlord irrevocable written notice to (“Termination Notice”) of Tenant’s exercise of this Termination Option, which Termination Notice must be received by Landlord no later than the Landlord date that is twelve (12) full months prior to the expiration Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the twenty-seventh full calendar 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 following during which the day prior to the one hundred third (103rd) month anniversary of the Commencement Date occurs (time being the “Termination Date”). c) In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord the essence herein), which notice (in order to be valid) shall be accompanied then unamortized costs and expenses incurred by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this LeaseLease including but not limited to 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”). Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Such Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing paid simultaneously with the effective date for the initial full monthly payment of Rent for the Lease amendmentTermination Notice sent by Tenant to Landlord. d) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition ’s obligations to the Termination Fee, shall remain obligated for all pay Fixed Basic Monthly Rent, Additional Rent Rent, and any other sums due costs or charges under this Lease, and to perform all other Lease obligations for the Lease period up to and including the effective 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 terminationthis Lease beyond the expiration of any applicable notice and cure period, even though such amounts then Landlord may be billed subsequent to such date. elect, but is not obligated, to: (i) cancel and declare null and void Tenant’s obligationsexercise 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, if any, towards the next payments of Fixed Basic Rent or Additional Rent then coming due until the Termination Fee is fully expended. 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 rights right to evict Tenant from the Premises by any lawful means. h) If Tenant properly and remedies (including without limitationtimely 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, other than in accordance with a Permitted Transfer, this Termination Option shall be deemed null and void and neither Tenant nor any assignee or subtenant shall have the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all exercise such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. option.

Termination Option. So long as Tenant is not in default at either the time of exercise or at the time of termination, Tenant shall have the one-time right option to terminate the this Lease (“Termination Option”), effective as of December 31, 2010 (“Early Termination Date”). The Termination Option may be exercised only in material compliance with the end terms of the thirty-sixth full calendar month following the Commencement Datethis paragraph. The Termination Option shall be exercised, if at all, by giving written delivery to Landlord (at the place and in the manner set forth in the Lease for delivery of notices) of a notice to the Landlord of termination (“Termination Notice”). The Termination Notice (i) must be delivered not later than nine (9) months prior to the Early Termination Date, and (ii) must be accompanied with a certified or cashier’s check in the amount of the Termination Payment (defined below). If and only if Tenant timely and properly delivers the Termination Notice and 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 twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Lease, which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter definedsuch as “indemnification”) and which notice Tenant’s obligations hereunder, including without limitation Tenant’s obligation to pay rent, shall specify expire on the termination date; provided howeverEarly Termination Date, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after as though the termination notice)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, at Landlordincluding without limitation Tenant’s optionobligation to pay rent, such termination election shall be null continue up to and void, and Landlord may use any portion of including the Early Termination Fee paid to offset against any amounts owed by Tenant under the LeaseDate. The Termination Fee Payment is equal 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 Date. 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, 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 (ia) four rent (4base rent) months of Rent then being paid by Tenant which would, but for such termination, have been payable for the three (3) month period beginning on a monthly basis (including without limitation estimated pass-throughs)the day following the Early Termination Date, plus (iib) the unamortized portion balance, as of the cost Early Termination Date, of all leasehold improvements, leasing commissions, attorney fees, rental abatements Landlord’s costs for tenant improvements and other concessions rent abatement incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost assuming amortization in full of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection such costs with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) interest at the rate of nine percent (9%) per annum (compounded annually) and then determining over the unamortized portion thereof as Term of the effective date of terminationLease as extended by this Amendment. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. At Tenant’s obligationsrequest, and Landlord’s rights and remedies (including without limitation, Landlord shall provide a calculation of the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. actual Termination Payment amount.

Termination Option. Landlord and Tenant acknowledge that pursuant to the Omnivision Lease, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the one-time right option (“Termination Option”) to terminate the this Lease effective as of June 30, 2009. In order to exercise the end of the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Tenant must provide Landlord with written notice to the Landlord prior to the expiration (“Termination Notice”) of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment its exercise of the Termination Fee (hereinafter defined) and which notice shall specify Option on or before the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum later of (i) four seventy-five (475) months days after Landlord’s delivery of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)the Omnivision Notice, plus and (ii) December 31, 2008, and, at the unamortized portion time of Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the cost of all leasehold improvementsPremises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon requestupon request from Landlord, Landlord and Tenant shall calculate execute an amendment to this Lease documenting that the Termination Fee and provide the amount thereof to Tenant. The Termination Fee Must Take Space shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion not become a part of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) Premises and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. modifying Tenant’s obligations, and Landlord’s rights and remedies (including without limitationProportionate Share, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due Basic Rental and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. parking rights as a result.

Termination Option. Tenant shall have Subject to the one-time right to terminate the Lease terms hereof, effective as of the ninety-first (91st ) day after delivery of the Termination Option Fee, as defined below (with such 91st day being the “Option Date”), Tenant shall have a one time option to terminate this Lease (the “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 thirty-sixth full calendar month following Termination Option Period. If Tenant becomes eligible for the Commencement DateTermination 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 written notice to Landlord. If Tenant exercises the Landlord prior to Termination Option, the expiration termination of the twenty-seventh full calendar month following Lease shall be effective as April 1, 2003 (with such day being the Commencement Date (time being of the essence herein“Termination Date”), which notice (in order subject to be valid) extension as set forth below. Tenant shall be accompanied by payment continue to meet all of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant its obligations under the Lease. The Termination Fee is equal to , including the sum payment of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)Rent, plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate through the Termination Fee and provide the amount thereof to TenantDate. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to If Tenant does not pay the Termination FeeOption Fee during the Termination Option Period, then Tenant shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up have no option to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .terminate the

Termination Option. Tenant Notwithstanding anything to the contrary contained herein, Lessee shall have the a one-time right option to terminate surrender the Lease effective as of Premises ("Termination Option") in accordance with the end of following terms and conditions: a. If Lessee desires to exercise the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Lessee shall give Lessor irrevocable written notice to ("Termination Notice") of Lessee's exercise of this Termination Option, which shall be delivered by certified mail or nationally recognized overnight courier which Termination Notice must be received by Lessor no later than the Landlord date that is twelve (12) full months prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order Termination Date. TIME IS OF THE ESSENCE with respect to be valid) shall be accompanied by payment Lessor's receipt of the Termination Fee (hereinafter defined) Notice and which notice 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 specify terminate at 11:59 p.m. on the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion last day of the Termination Fee paid to offset against any amounts owed by Tenant under month during which the Lease. The Termination Fee is equal to the sum of third (i3rd) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion anniversary of the cost Additional Premises Commencement Date occurs (the "Termination Date"). c. In consideration for Lessee's termination of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord Lessee shall calculate pay Lessor $56,689.48 ("Termination Fee") simultaneously with the Termination Fee and provide the amount thereof Notice sent by Lessee to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition Lessor. d. Lessee's obligations to the Termination Fee, shall remain obligated for all pay Fixed Basic Monthly Rent, Additional Rent Rent, and any other sums due costs or charges under this Lease, and to perform all other Lease obligations for the Lease period up to and including the effective 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 Lessee shall exercise its Termination Option, up to and including the Termination Date, Lessee shall be in default of terminationthis Lease past any applicable cure periods, even though such amounts then Lessor may be billed subsequent elect, but is not obligated, to such datecancel 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. Tenant’s obligationsIf 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 Landlord’s 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 remedies (including 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 limitationprejudice 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 recover reasonable attorneys fees as permitted by this Lease), with respect to all exercise such sums, any other amounts due and owing to Landlord and any other option during the term of Tenant’s obligations such assignment or liabilities accruing prior to the date of termination shall survive any such termination. sublease.

Termination Option. Notwithstanding anything to the contrary in the Lease, Tenant shall have the one-time right to terminate the Lease, but only with respect to the Sixth Additional Vivarium Premises (and no less than all of the Sixth Additional Vivarium Premises), by providing written notice (the “Sixth Additional Vivarium Termination Notice”) to Landlord at least sixty (60) days prior to Tenant’s desired termination date (the “Sixth Additional Vivarium Termination Date”), which Sixth Additional Vivarium Termination Date shall be set forth in the Sixth Additional Vivarium Termination Notice. Subject to (a) Landlord’s timely receipt of the Sixth Additional Vivarium Termination Notice and (b) Tenant surrendering the Sixth Additional Vivarium Premises in the condition required under the Lease effective (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the end of the thirty-sixth full calendar month following the Commencement Sixth Additional Vivarium Termination Date, by giving written notice the Lease with respect to the Landlord prior to the expiration Sixth Additional Vivarium Premises only shall terminate and be of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before no further force or after the termination notice), at Landlord’s option, such termination election shall be null and voideffect, and Landlord may use any portion and Tenant shall be relieved of their respective obligations under the Lease with respect to the Sixth Additional Vivarium Premises only from and after the Sixth Additional Vivarium Termination Fee paid Date, except with respect to offset against any 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 under the Lease. The Termination Fee is equal pursuant to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) Lease with respect to the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date Sixth Additional Vivarium Premises for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease period up to and including the effective date Sixth Additional Vivarium Termination Date. The termination right granted to Tenant pursuant to this Section shall automatically terminate and be of terminationno further force or effect in the event that (y) Tenant assigns, even though such amounts may be billed subsequent subleases or otherwise Transfers the Sixth Additional Vivarium Premises or any portion thereof to such date. Tenant’s obligationsother entities or persons, and Landlord’s rights and remedies other than in connection with an Exempt Transfer (including without limitation, or in connection with any sublease approved by Landlord pursuant to Article 29 of the right to recover reasonable attorneys fees as permitted by this Lease), with respect or (z) Tenant’s right to all such sumspossession of the Sixth 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 Omeros, and may not be exercised by any other amounts due and owing to Landlord and any other assignee, sublessee or transferee of Tenant’s obligations or liabilities accruing prior to a Permitted Transferee’s interest in the date of termination shall survive any such termination. Lease.

Termination Option. 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 one-time a one (1)-time right effective 11:59 p.m. on December 31, 2018 ("Early Termination Date") to terminate the Lease effective as with respect to all (and not a part) of the end of the thirty-sixth full calendar month following the Commencement Date, Leased Premises. Such option to terminate shall be exercised by Tenant giving written notice to and received by Landlord ("Early Termination Notice") on or before December 31, 2017 ("Early Termination Notice Date"). In the event Tenant exercises the termination option described herein, Tenant shall deliver to Landlord prior a payment equal to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Landlord's unamortized transaction costs, which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of be: (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)Landlord's Maximum Contribution and any subsequent tenant improvement allowance, plus (ii) free rent, if any (as to any space added to the unamortized portion of Leased Premises after the cost of all leasehold improvementsEffective 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 commissions, attorney fees, rental abatements and other concessions incurred or provided brokerage commissions paid by Lessor Landlord in connection with this Lease. Upon request, Landlord shall calculate calculated based on an interest rate of eight percent (8%) per annum on a compounded basis, plus three (3) months of Tenant's gross Rent in effect upon the Early Termination Fee and provide Date (collectively, the amount thereof to Tenant. The "Early Termination Fee"); provided, however, that one half (1/2) of the Early Termination Fee shall be calculated by delivered to Landlord by first amortizing simultaneously with the cost of all leasehold improvementsEarly Termination Notice, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term remaining one half (or if incurred in connection with any Lease amendment, amortized over the portion 1/2) of the Term commencing with Early Termination Fee shall be delivered to Landlord upon the effective date Early Termination Date. The parties acknowledge and agree that the Early Termination Fee is the reasonable consideration payable to Landlord for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), termination with respect to all such sums, any other amounts due and owing the Leased Premises leased to Landlord and any other of Tenant’s obligations or liabilities accruing prior to Tenant in the date of termination shall survive any such termination. Building.

Termination Option. (A) Subject to the satisfaction of the conditions set forth in this paragraph, Tenant shall have the one-time right one option to terminate the Lease in its entirety (the “Termination Option”) effective as of April 30, 2009 (the end of the thirty-sixth full calendar month following the Commencement “Early Termination Date, ”) by giving providing written notice to Landlord (the “Termination Notice”) no later than April 30, 2008. As a condition to Tenant's ability to exercise the Termination Option: (i) a law imposing a tax on gross receipts or other tax not based upon Tenant’s net income must have been enacted by the State of Illinois after the date of this Amendment and before April 30, 2008; (ii) according to Tenant’s reasonable projections, such tax would on an annual basis cost Tenant $150,000.00 or more; and (iii) Tenant provides Landlord prior with reasonable documentation or other information to substantiate such reasonable projections. A. If Tenant delivers the expiration Termination Notice in accordance with the terms and conditions of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)this Paragraph 6, which notice (in order to be valid) shall be accompanied by payment of timely pays the Termination Fee (hereinafter defineddefined below) and which notice shall specify the termination date; as provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and voidXxxxxxxxx 0X hereof, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee condition set forth above is equal to the sum of (i) four (4) months of Rent satisfied, then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date Early Termination Date, the Lease shall terminate, and Tenant shall be and remain liable for the payment to Landlord of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due and/or accrued, and for the performance and keeping of all the covenants, agreements and obligations under the Lease up to be performed, paid and including the effective date of termination, even though such amounts may be billed subsequent kept by Tenant prior to such dateEarly Termination Date. Following Tenant's exercise of its Termination Option, if Tenant fails to vacate the Premises and surrender possession thereof to Landlord in accordance with the terms of the 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 under the Lease as set forth in the holdover section hereof until Tenant vacates. B. Except for Tenant’s obligationsobligation to pay Rent and other charges due under the terms of the Lease through the Early Termination Date, Tenant’s sole monetary obligation with respect to such early termination shall be to pay Landlord a termination fee equal to $468,495.00 (the “Termination Fee”). Tenant shall pay: (i) $312,633.33 of the Termination Fee with the delivery of the Termination Notice, and (ii) $155,861.67 of the Termination Fee at least thirty (30) days in advance of the Early Termination Date. If Tenant fails to timely pay the Termination Fee, then at Landlord’s rights 's sole election, the exercise of the Termination Option shall be null and remedies void and the Lease shall continue in full force and effect as if Tenant had not exercised the Termination Option. Acceptance by Landlord of the Termination Fee shall constitute a release of the Tenant 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 survive any early termination or expiration of the Lease (including including, without limitation, the right to recover reasonable attorneys fees as permitted by this Leasereconciliation of any Rent Adjustments), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Tenant Notwithstanding anything to the contrary contained herein, Lessee shall have the one-time right option to terminate surrender the Lease effective as of Premises ("Termination Option") in accordance with the end of following terms and conditions: a. If Lessee desires to exercise the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Lessee shall give Lessor irrevocable written notice to ("Termination Notice") 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 Landlord date that is nine (9) full months prior to the expiration Termination Date. TIME IS OF THE ESSENCE with respect to Lessor's receipt of the twenty-seventh full calendar 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 a calender month following 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 (time being the "Termination Date"). c. In consideration for Lessee's termination of the essence herein)this Lease, which notice (in order to be valid) Lessee shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the pay Lessor a termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is fee equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, construction costs and leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate as the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments construction costs are amortized over the Term (or if incurred in connection with any of the Lease amendment, and the leasing commission are amortized over the portion three (3) years, together with an interest factor of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine eight percent (98%) per annum (compounded annually"Termination Fee") and then determining simultaneously with the unamortized portion thereof as of the effective date of terminationTermination Notice sent by Lessee to Lessor. Tenant, in addition The amortization schedules with respect to the Termination FeeFee are attached hereto as Exhibit H. d. As of the Termination Date, shall remain obligated for all Basic Monthly Lessee's obligations to pay Fixed Based Rent, Additional Rent Rent, and any other sums due costs or charges under this Lease, and to perform all other obligations, shall cease, provided that Lessee vacates the Lease Premises and pays the Termination Fee in accordance with this Article. e. Notwithstanding the foregoing, if at any time during the period on or after the date on which Lessee shall exercise its Termination Option, up to and including the effective date Termination Date, Lessee shall be in default of terminationthis Lease, even though such amounts beyond any applicable notice and cure period, then Lessor may be billed subsequent elect, but is not obligated, to such datecancel 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. Tenant’s obligationsIf 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 Landlord’s 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 remedies (including 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 limitationprejudice 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 recover reasonable attorneys fees as permitted by this Lease), with respect to all exercise such sums, any other amounts due and owing to Landlord and any other option during the term of Tenant’s obligations such assignment or liabilities accruing prior to the date of termination shall survive any such termination. sublease.

Termination Option. Tenant shall have the one-time right to terminate the Lease (i) effective as of the end last day of the thirty-sixth full calendar month following the Commencement Datefifth Lease Year, by giving delivering to Landlord written notice to the Landlord of termination not later than sixteen (16) months prior to the expiration last day of the twenty-seventh full calendar month following fifth Lease Year, and paying to Landlord the Commencement Date "Termination Fee" (time being as defined below) not later than six (6) months prior to the last day of the essence herein)fifth Lease Year, which 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 (in order 16) months prior to be valid) shall be accompanied by payment the last day of the seventh Lease Year, and paying to Landlord the Termination Fee not later than six (hereinafter defined6) and which notice shall specify months prior to the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion last day of the Termination Fee paid to offset against any amounts owed by Tenant under the Leaseseventh Lease Year. The Termination Fee is shall be the amount equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii1) the unamortized portion 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 cost 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 leasehold improvementsrental abatement provided to Tenant pursuant to Paragraph 4 (e) of the Lease, leasing commissions, attorney fees, rental abatements and the unamortized amount of all brokerage and other concessions incurred or provided commissions paid by Lessor Landlord in connection accordance with this the terms of the Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee which shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments amortized on a straight-line basis over the Term first ten (or if incurred in connection with any 10) Lease amendment, amortized over the portion Years of the Lease Term commencing with for the effective date commission for the initial full monthly payment Premises and on a straight-line basis over the term of Rent the Expansion Space for the Lease amendmentcommission for the Expansion Space, if any, leased by Tenant), and (2) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof an amount equal to two months' Base Rent, as escalated, that is due as of the month immediately prior to the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Provided: (i) Tenant shall have is not currently in default of the one-time 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 to terminate the Lease effective as at 11:59 p.m. on the Termination Date, in accordance with and subject to each of the end following terms and conditions (“Termination Option”). The “Termination Date” means the last day of the thirty-sixth 67th full calendar month following after the Commencement Full Rent Start Date. If Tenant desires to exercise the Termination Option, by giving Tenant must give to Landlord irrevocable written notice to of Tenant’ s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by Landlord no later than the date that is 12 months prior to the expiration 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 twentyunamortized (amortized on a straight-seventh full calendar month following the Commencement Date (time being line basis with interest at 8%) amount of the essence herein)following in connection with the Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord; (ii) rent concessions; and (iii) total cost incurred by Landlord for improvements to the Premises, which notice 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 order to be valid) shall be accompanied by accordance with the terms of this Amendment. Tenant’s payment of the Termination Fee (hereinafter defined) and which notice shall specify Payment is a condition precedent to the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after of the termination notice), at Landlord’s option, such termination election shall be null and voidLease on the Termination Date, and Landlord may use any portion of such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Fee paid Payment is not a penalty and is fair and reasonable compensation to offset against any amounts owed by Tenant under Landlord for the Lease. The Termination Fee is equal to the sum loss of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to expected rentals from Tenant. The Termination Fee shall be calculated Payment is payable only by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (wire transfer or if incurred in connection with any Lease amendment, amortized over the portion cashier’s check. Time is of the Term commencing essence with respect to the effective dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. TenantTermination Notice, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective Termination Date, Tenant is in monetary default of the Lease, beyond any applicable notice and cure period, then Landlord may elect, but is not obligated, by written notice to Tenant to cancel and declare null and void Tenant's exercise of the Termination Option, in which case the Lease shall continue in full force and effect for the full Term unaffected by Tenaxx’ x exercise of the Termination Option. As of the date Tenant delivers the Termination Notice, any and all unexercised rights or options of terminationTenant to extend the Term or expand the Premises (whether expansion options, even though such amounts may be billed subsequent to such date. Tenant’s obligationsrights of first refusal, rights of first offer, or otherwise), and Landlord’s rights any and remedies (including all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with the Lease immediately terminate and are automatically, without limitationfurther action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the right to recover reasonable attorneys fees as permitted by Termination Option in accordance with this Lease), with respect to all such sums, any other amounts due paragraph and owing to Landlord and any other has not negated the effectiveness of Tenant’s obligations or liabilities accruing prior exercise of the Termination Option pursuant to the date foregoing, the Lease and the Term 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 termination Section 18 of the Original Lease shall survive any such termination. apply.

Termination Option. Notwithstanding anything to the contrary contained herein, Tenant shall have the a one-time right option to terminate the Lease effective as of (“Termination Option”) in accordance with the end of following terms and conditions: a. If Tenant desires to exercise the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Tenant shall give Landlord irrevocable written notice to (“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 Landlord date that is twelve (12) full months prior to the expiration Termination Date. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the twenty-seventh full calendar month following Termination Notice and all other deadlines in this Article. b. If Tenant gives the Commencement Date Termination Notice and complies with all the provisions in this Article, the Lease shall terminate at 11:59 p.m. on May 31, 2018 (the “Termination Date”). c. In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord $246,176.38 (“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 being 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: (i) cancel and declare null and void Tenant’s exercise of the essence herein)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 the Lease default and apply the remaining balance, which notice (in order to be valid) shall be accompanied by payment if any, of the Termination Fee towards the next payments of Fixed Basic Rent then coming due until the Termination Fee is fully expended. If Landlord does not cancel Tenant’s exercise of the Termination Option after Tenant’s default, Tenant shall cure any default and this obligation shall survive the Termination Date. If: (hereinafter defineda) Landlord exercises its option under Section 3.10e.(ii) hereof and which notice (b) Landlord applies the Termination Fee against the damages and expenses related directly or indirectly to the Lease default, and a portion of the Termination Fee remains unexpended after such application, then, so long as: (I) no other default under the Lease exists and (II) Landlord receives from Tenant, within five (5) days (TIME BEING OF THE ESSENCE) after Landlord’s demand therefor, a written acknowledgment executed by Tenant, in form satisfactory to Landlord, confirming that Tenant’s exercise of the Termination Option is null and void and that the Lease shall specify continue in full force and effect for the termination date; provided howeverfull Term, unaffected by Tenant’s exercise of the Termination Option, Landlord shall, in that case, refund to Tenant such remaining unexpended portion of the Termination Fee. 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 of the Lease shall apply, except that the 150% figure in Article 19 of the 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. h. Subject to Landlord’s right to cancel and declare null and void Tenant’s exercise of the Termination Option pursuant to Section 3.10 e. 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 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, at the time Tenant give Landlord the Termination Notice, is in Default at subject to a sublease for a sublease term that runs beyond the Termination Date, then, this Termination Option and any time Termination Notice given hereunder beyond any applicable cure period shall be deemed null and void and neither Tenant, the assignee nor such subtenant shall have the right to exercise such option during the term of such assignment or sublease. j. If Tenant exercises its option under Section 3.11 of the Lease, (whether before or after the termination noticeas modified by Section 3.9 hereof), at Landlord’s option, such termination election this Termination Option shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Tenant Notwithstanding anything to the contrary contained herein, Lessee shall have the a one-time right option to terminate surrender the Lease effective as of Premises ("Termination Option") in accordance with the end of following terms and conditions: a. If Lessee desires to exercise the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Lessee shall give Lessor irrevocable written notice to ("Termination Notice") 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 Landlord date that is twelve (12) full months prior to the expiration Termination Date. TIME IS OF THE ESSENCE with respect to Lessor's receipt of the twenty-seventh full calendar 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 following during which the fifth (5th) anniversary of the Commencement Date occurs (time being the "Termination Date"). c. In consideration for Lessee's termination of the essence herein)this Lease, which notice Lessee shall pay Lessor $323,230.00 (in order to be valid"Termination Fee") shall be accompanied by payment of simultaneously with the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid Notice sent by Lessee to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal Lessor. d. Lessee's obligations to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all pay Fixed Basic Monthly Rent, Additional Rent Rent, and any other sums due costs or charges under this Lease, and to perform all other Lease obligations for the Lease period up to and including the effective 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 Lessee shall exercise its Termination Option, up to and including the Termination Date, Lessor shall have notified Lessee in writing of terminationa default and Lessee shall remain in default after the expiration of any applicable grace or cure period, even though such amounts then Lessor may be billed subsequent elect, but is not obligated, to such datecancel and declare null and void Lessee's exercise of the Termination Option by notice to Lessee thereof and this Lease shall continue in full force and effect for the full Term hereof unaffected by Lessee's exercise of the Termination Option. Tenant’s obligationsIf 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 Landlord’s 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 remedies (including 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 limitationprejudice 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 to other than an Affiliate of Lessee, this Termination Option shall be deemed null and void and neither Lessee nor any assignee or sublessee shall have the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all exercise such sums, any other amounts due and owing to Landlord and any other option during the term of Tenant’s obligations such assignment or liabilities accruing prior to the date of termination shall survive any such termination. sublease.

Termination Option. Provided Tenant fully and completely satisfies each of the conditions set forth in this Section 2.3, Tenant shall have the one-time right ongoing option (the “Termination Option”) to terminate the this Lease effective as of any day (the end “Termination Date”) after the commencement of the thirtyforty-sixth eighth (48th) full calendar month of the initial Lease Term. In order to exercise the Termination Option, Tenant must fully and completely satisfy each and every one of the following the Commencement Date, by giving conditions: (a) Tenant must give Landlord written notice (“Termination Notice”) of its exercise of the Termination Option, which Termination Notice must be delivered to the Landlord no less than six (6) months prior to the Termination Date, (b) at the time Tenant delivers the Termination Notice to Landlord, Tenant shall not be in default under this Lease (after expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence hereinany applicable notice and cure periods), which notice and (in order to be validc) shall be accompanied by payment concurrently with Tenant’s delivery of the Termination Fee Notice to Landlord, Tenant shall pay to Landlord the “Termination Fee” equal to the sum of the then-remaining unamortized balance, as of the Termination Date, of the (hereinafter definedi) Landlord Contribution Amount granted by Landlord to Tenant pursuant to the terms of the Work Letter, (ii) brokerage commissions paid by Landlord in connection with this Lease, (iii) Base Rent abated pursuant to Section 3.2, below, and which notice shall specify (iv) Base Rent abated pursuant to the termination date; provided howeverphase-in provisions of Section 3.3, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination noticebelow. Amortization pursuant to subsection(c), above, shall be calculated on a seventy-one (71) month amortization schedule during the months of the Lease Term when Base Rent is scheduled to be paid based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of seven percent (7%) per annum. Subject to Landlord’s optiontimely receipt of the Termination Notice and Termination Fee, such termination election upon the Termination Date, this Lease shall automatically terminate and be null and voidof no further force or effect, and Landlord may use any portion and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Fee paid Date, except with respect to offset against any those obligations set forth in this Lease which specifically survive the expiration or earlier termination of this Lease including, without limitation, the payment by Tenant of all amounts owed by Tenant under the this Lease. The Termination Fee termination right granted to Tenant under this Section 2.3 is equal personal to the sum of (i) four (4) months of Rent then being paid by Original Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred may not otherwise be assigned or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof transferred to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations person or liabilities accruing prior to the date of termination shall survive any such termination. entity.

Termination Option. Tenant Tenant, or its parent, subsidiary, or affiliate, shall have the one-time right to terminate the this Lease effective as of any date on or after the end fifth (5th) anniversary of the thirty-sixth full calendar month following the Commencement Date, subject to the following terms and conditions: (a) In order for Tenant to exercise such termination right there shall not be an Event of Default by giving Tenant under any of the terms or provisions of this Lease at the time such notice is given or upon the effective date of termination. (b) In order for Tenant to exercise such termination right, Tenant must provide written notice of such exercise to the Landlord no later than nine (9) months prior to the expiration effective date of termination. (c) One (1) month prior to the twenty-seventh full calendar month following the Commencement Date (time being effective date of the essence herein)termination of this Lease pursuant to this Special Stipulation Paragraph 4, which notice (in order Tenant shall pay to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is an amount equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost Allowance, all other concessions, fees and allowances (including, without limitation, the Additional Allowance and the Design Allowance) and any leasing commissions paid by Landlord with respect to this Lease, calculated using an eight (8) year amortization schedule. (d) Tenant acknowledges that Landlord would not agree to grant Tenant this termination right unless Tenant agrees to pay Landlord the applicable amount set forth in paragraph (c) above and that such amount represents freely bargained for consideration for such termination. Landlord and Tenant acknowledge and agree that the payment of all leasehold such applicable amount is intended to compensate Landlord for lost rentals, the unamortized balance of free rent, tenant improvements, leasing commissions, attorney fees, rental abatements any other concessions granted to Tenant and other concessions losses incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost on account of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of such termination. TenantIn no event, in addition to the Termination Feehowever, shall remain Landlord be obligated for all Basic Monthly Rentto prove the actual amount of such lost rentals, Additional Rent and unamortized balance or other sums due under the Lease up losses. (e) On or prior to and including the effective date of termination, even though such amounts may be billed subsequent Tenant shall surrender possession of the Premises to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, Landlord in accordance with the right to recover reasonable attorneys fees as permitted by provisions of this Lease). Upon termination, with respect to all such sums, any other amounts due and owing to Landlord and any other Tenant will be relieved of Tenant’s their obligations or liabilities under this Lease, except for those accruing prior to the effective date of termination shall survive any such termination. .

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time right option (the “Termination Option”) to terminate this Lease with respect to the Lease entire Premises (the “Termination”), effective as of the end last day of the thirty-sixth seventh (7th) full calendar month year that follows the Lease Commencement Date (the “Termination Date”) only (but on no other date) (for illustration purposes only, if the Lease Commencement Date occurs on August 1, 2019, then the Termination Date shall be July 31, 2026), upon the following terms and conditions (if the Commencement Datefollowing terms and conditions are not timely and completely satisfied, by giving then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 Tenant shall give Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election to exercise the Landlord Termination Option at least nine (9) months prior to the expiration of the twenty-seventh full calendar month following the Commencement Termination Date (time being of the essence hereinessence), which . 2.4.2 There shall exist no event of Default under the Lease (beyond the expiration of any applicable notice and cure periods set forth in this Lease) on the date Landlord receives the Termination Notice or on the Termination Date (provided that either of such conditions may be waived by Landlord in order Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to be valid) shall be accompanied by payment of Landlord an amount equal to the Termination Fee (hereinafter defineddefined below) and which notice in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall specify mean the termination date; provided howeverunamortized Leasing Costs (defined below) as of the Termination Date, if as determined by Landlord, based upon an amortization period from the Lease Commencement Date until the Expiration Date (amortized with interest at five percent (5%) per annum) plus six (6) months of Base Rent (including parking charges) for the 6-month period immediately following the Termination Date. The term “Leasing Costs” shall mean the sum of (x) all brokerage commissions paid by Landlord in connection with this Lease with respect to the entire Premises, plus (y) the Tenant is Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Default at any time hereunder beyond any applicable cure period (whether before or after Section 3.2 below). If Tenant does not timely pay the termination notice)Termination Fee to Landlord as set forth herein then, at Landlord’s option, such termination election in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and voidvoid with no force and effect, and this Lease shall continue in full force and effect as if Tenant had not elected to terminate this Lease, and/or (B) Landlord may treat the same as an event of Default under this Lease and Landlord may use any portion pursue all of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s its available rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. in connection therewith.

Termination Option. Notwithstanding anything contained herein to the contrary but provided that the Option Conditions (defined below) are satisfied, Tenant shall have the one-time right option to terminate this Lease in its entirety (the Lease "Termination Option"), effective as of May 31, 2009 (the end of the thirty-sixth full calendar month following the Commencement "Early Termination Date"), by giving delivering to Landlord its binding written notice of intent to terminate this Lease (the Landlord "Termination Notice") no less than twelve (12) months prior to the expiration Early Termination Date. If Tenant delivers its Termination Notice in accordance with the terms and conditions of this Rider 8, then, as of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Early Termination Date, which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election this Lease shall be null and voidvoid and of no further force and effect, 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 to the Early Termination Date. Tenant shall be and remain liable for the performance and keeping of all the covenants, agreements and obligations under the Lease to be performed, paid and kept. Alternatively, at Landlord's option, any such failure shall be treated as a holding over by Tenant, and Landlord may use any portion 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 Fee paid Notice, Tenant shall pay to offset against any amounts owed by Landlord a fee equal to what the principal balance remaining due in the Early Termination Date would have been if the Expense Amount been loaned to Tenant under the Leaseon 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 Termination Fee is equal to "Expense Amount" shall mean the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)the Allowance, plus (ii) the unamortized portion of the cost of all leasehold improvementsAdditional Improvement Allowance, leasing commissions(iii) $57,727.20, attorney fees, rental abatements and other concessions (iv) any brokerage commissions incurred or provided by Lessor Landlord in connection with this the Third Amendment to Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Tenant shall have the one-time right a single option to terminate this Lease, which termination shall be effective on the Lease effective "Cancellation Date" (as hereinafter defined), subject to all of the end following terms and conditions: (a) If Tenant wishes to exercise its termination option hereunder, Tenant must deliver to Landlord, clear and unconditional written notice of Tenant's election to terminate this Lease (the "Election Notice"), at any time prior to the fourth (4th) anniversary of the thirty-sixth full calendar month following the Rent Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)essence; (b) Upon Tenant's timely exercise of its termination option, which notice the effective date for the termination of this Lease (in order to be validthe "Cancellation Date") shall be accompanied by payment the fifth (5th) anniversary of the Termination Fee Rent Commencement Date, time being of the essence; (hereinafter definedc) and which notice shall specify the termination date; provided howeverIn consideration of said Lease termination, Tenant must pay Landlord $1,000,000.00 (if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after terminates to move its business operations to the termination noticeCity of Bridgeport), at Landlord’s optionbut otherwise $1,250,000.00 (if Tenant terminates for any other reason or no reason) (said payment, the "Cancellation Fee"), said payment to be in good funds, subject to collection, by certified check payable to the order of Landlord and delivered to Landlord on or before the Cancellation Date, time being of the essence; (d) From and after Tenant's exercise of such termination election option by Tenant's timely delivery of its Election Notice as required herein, Tenant shall continue to timely perform all of its obligations under this Lease (including, without limitation, its Rental obligations) through and including the Cancellation Date; and (e) Notwithstanding anything to the contrary contained in this Lease, Tenant's termination option hereunder shall be subject to the following additional conditions: (i) As of the date of the Election Notice (and Landlord's receipt of the Cancellation Fee), no Event of Default shall have occurred and be continuing; (ii) If Tenant fails to properly and timely exercise its option to terminate hereunder, said option shall be null and void; (iii) Tenant's option to terminate herein shall be personal to Initial Tenant only, and Landlord may use shall not be transferred or assigned to any portion other parties; (iv) Such termination of the Termination Fee paid to offset against this Lease shall not release or discharge any amounts owed by Tenant of Tenant's obligations under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease accruing up to and including the effective date Cancellation Date; (v) Such termination option shall lapse and have no force or effect after the fourth (4th) anniversary of terminationthe Rent Commencement Date if not theretofore duly exercised as required herein; and (vi) In the event there is an Event of Default that occurs and is continuing up to and including the Cancellation Date, even though Landlord, at Landlord's option, may negate Tenant's exercise of such amounts may be billed subsequent termination option by written notice to such date. Tenant’s obligations, in which case this Lease shall continue in full force and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to effect from the date of Landlord's notice with such termination shall survive any such termination. option being null and void.

Termination Option. Provided no Event of Default then exists, Tenant shall have a one (1) time option to terminate this Lease (“Termination Option”), effective on the one-time right last day of the fifth (5th) Lease Year (the “Early Termination Date”). Tenant shall exercise the Termination Option by (i) delivering to Landlord written notice (the “Termination Notice”) of such election to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord at least twelve (12) months prior to the expiration Early Termination Date, and (ii) paying to Landlord the Termination Payment (as hereinafter defined) at least twelve (12) months prior to the Early Termination Date. If Tenant properly delivers the Termination Notice and makes the Termination Payment in a timely manner, 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 twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Lease, which notice (in order to be valid) shall be accompanied by payment including, but not limited to, Section 4.3. Upon Tenant’s delivery of the Termination Fee Notice, any and all rights of Tenant to extend the Term or lease additional space in University Park shall immediately be void and of no further force or effect. As used herein, "Termination Payment" shall mean the unamortized balance of the Leasing Costs (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Leaseas calculated on a straight-line basis. The Termination Fee is equal to term "Leasing Costs" shall mean the sum of (i) four (4) months of Rent then being paid the total brokerage commission payable by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor Landlord in connection with this Lease. Upon requestAmendment ($1,053,790.50), and (ii) any Leasehold Improvement Allowance paid by Landlord shall calculate the Termination Fee and provide the amount thereof pursuant to Tenantthis Amendment. The Termination Fee Payment amount shall equal two-sevenths of the Leasing Costs up to a maximum Termination Payment of One Million Seven Hundred Thirty-Four Thousand Eight Hundred Twelve and 00/100 Dollars ($1,734,812.00) if the Landlord has paid to the Tenant the entire Leasehold Improvement Allowance. If the Termination Option is properly exercised by the Tenant, the Lease shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the terminated effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. TenantJuly 31, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. 2017.”

Termination Option. Provided: (i) no Event of Default exists; (ii) this Lease is in full force and effect; and (iii) Tenant shall have is the one-time originally named Tenant or a Permitted Transferee, Tenant has the right to terminate the 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 (“Termination Option”). The “Termination Date” means the last day of the 60th or 84th full calendar month after the Fixed Rent Start Date, as elected by Tenant in its Termination Notice. If Tenant desires to exercise the Termination Option, Tenant must give to Landlord irrevocable written notice of Tenant’s exercise of the Termination Option (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by Landlord no later than the date that is 24 months prior to the applicable Termination Date (“Termination Notice/Payment Due 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 7%) amount as of the end Termination Date of the thirty-sixth full calendar month following in connection with this Lease and any amendment to this Lease: (i) brokerage commissions and attorneys’ fees paid by Landlord; and (ii) 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 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. As of the date Tenant delivers the 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 immediately terminate and are automatically, without further action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the Termination Option in accordance with this paragraph, this Lease and the Term 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. Upon Tenant’s request after the Commencement Date, by giving written notice to Landlord shall notify Tenant of its calculation of the Landlord Termination Payment. If Tenant requests in writing Landlord’s calculation of the Termination Payment at least 30 days prior to the expiration of applicable Termination Notice/Payment Due Date, and Landlord fails to provide the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment calculation of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before Payment on or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date which is five (5) business days prior to applicable Termination Notice/Payment Due Date, then Tenant shall have until the date that is five (5) business days after Landlord provides the calculation of termination shall survive any such termination. the Termination Payment to deliver the Termination Notice and Termination Payment to Landlord.

Termination Option. By written notice ("Tenant's Termination Notice") given by Tenant shall have to Landlord at any time prior to the one-time right 270th day prior to terminate the Lease effective as third (3rd) anniversary of the end of the thirty-sixth full calendar month following the Warehouse Premises Commencement Date, by giving written notice Tenant may elect to cancel and terminate this Lease effective on the Landlord prior to day immediately preceding the expiration third (3rd) anniversary of the twenty-seventh full calendar month following the Warehouse Premises Commencement Date (time being of the essence herein), which notice (in order to be valid"Early Termination Date") shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether but not before or after the termination notice)said date; provided, at Landlord’s optionhowever, that as a condition precedent to such termination election shall be null cancellation and voidtermination, and Tenant must deliver to Landlord may use any portion of the together with Tenant's Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is Notice good funds in an amount equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), $238,134.00 plus (ii) an amount equal to twelve (12) months annual fixed rent respecting space in the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term Building (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Initial Premises) leased by Tenant pursuant to Sections 2.4 or 2.5 or otherwise (collectively herein called "Tenant's Termination FeePayment") and provided further that notwithstanding such termination and as a further condition precedent thereto, (i) Tenant shall remain obligated for pay to Landlord on a timely basis all Basic Monthly Annual Fixed Rent, Tenant's share of operating costs, taxes and electricity, and all Additional Rent and, other amounts due from Tenant (including, but not limited to, all past due amounts thereof) through the Early Termination Date, (it being acknowledged and agreed that Tenant's Termination Payment is in addition to such amounts and no credit shall be given towards the payment of such amount on account of the payment of Tenant's Termination Payment), (ii) there shall be no "Event of Default" (as defined in Section 15.1) on either the date Tenant gives Tenant's Termination Notice or on the Early Termination Date and (iii) Tenant shall quit and vacate the Premises as of the Early Termination Date and surrender the same in the condition required by the applicable provisions of this Lease. In the event that Tenant's share of such operating costs, taxes and electricity, and such other Additional Rent and other sums amounts due under through the Early Termination Date is not finally determined as of the giving of Tenant's Termination Notice, Tenant shall make payment on account as reasonably estimated by Landlord if so requested by Landlord and in any event Tenant shall make final payment of amounts due through the Early Termination Date within thirty (30) days after final billing therefor by Landlord. In the event of overpayment by Tenant, Landlord shall refund such overpayment to Tenant within a reasonable period of time not to exceed thirty (30) days. The obligations of Tenant and Landlord set forth in this Section 3.1.1 shall survive the termination of this Lease up hereunder. If Tenant shall not give to and including Landlord an Early Termination Notice as provided in this Section 3.1.1 (time being of the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitationessence), the right to recover reasonable attorneys fees as permitted by provisions of this Lease), with respect to all such sums, any other amounts due Section 3.1.1 shall be deemed null and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. void.

Termination Option. (a) Tenant shall have the a conditional one-time right to terminate the this Lease effective as of the end last day of the thirty-sixth full calendar month following Lease Year (“Early Termination Date”), which right shall be subject to, and must be exercised in accordance with, the Commencement Date, by giving written notice terms and conditions of this Section 9.18. Said Termination Right shall be subject to and exercised in strict accordance with the terms set forth below. Tenant’s Termination Right shall be expressly subject to the satisfaction of all of the following conditions: (i) Tenant notifies Landlord in writing of Tenant’s election to exercise such Right (“Termination Notice”) at least twelve (12) months prior to the expiration Early Termination Date; (ii) at the time of Tenant’s Termination Notice, there is no default, beyond the twenty-seventh full calendar month following the Commencement Date applicable notice and cure period (time being of the essence hereinif any), which notice by Tenant hereunder; and (in order to be validiii) shall be Tenant’s Termination Notice is accompanied by payment to Landlord, as Additional Rent hereunder, of the Termination Fee (hereinafter definedas defined below). (b) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is shall be equal to the sum of of: (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus $839,790.00; and (ii) the unamortized portion of Landlord’s Costs (defined below). For the cost of all leasehold improvementspurposes hereof, leasing commissions, attorney fees, rental abatements and other concessions Landlord’s Costs shall mean: (A) brokerage fees incurred or provided by Lessor Landlord in connection with this Lease or any future amendment to this Lease. Upon request, Landlord shall calculate and (B) the Termination Fee Tenant Allowance (hereinafter defined) and provide the amount thereof to Tenant. The Termination Fee shall be calculated any other or future improvement allowance or improvement costs paid or incurred by Landlord with respect to the Premises or any additional spaced leased by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for Tenant pursuant to the Lease amendment) at or any amendment hereto. For the rate purpose of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective Landlord’s Costs, all such Landlord’s Costs, along with interest thereon at ten percent (10%) per annum, will be amortized on a straight line basis over the period beginning on the commencement date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), Base Rent obligations with respect to all such sumsany space (including the initial Premises) leased hereunder by Tenant, any other amounts due and owing ending on the Expiration Date (as defined in Section 1.24). (c) If Tenant properly exercises the Termination Right and the conditions applicable thereto have been met, this Lease shall be deemed terminated on the Early Termination Date, Tenant shall return possession of the Premises to Landlord in broom clean condition and any other as otherwise required by the terms of Tenant’s this Lease, and the parties respective rights and obligations or liabilities accruing 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 date termination of termination shall survive any such termination. this Lease (including all indemnification obligations hereunder).

Termination Option. Section 37.1 (a) Provided that at the time of such exercise (1) there exists no monetary or material non-monetary Event of Default that has occurred and is then continuing and (2) this Lease is in full force and effect, then Tenant shall have the one-time right option (the “Termination Option”) to terminate the Lease this Lease, effective as of the end fifteenth (15th) anniversary of the thirty-sixth full calendar month Rent Commencement Date (the “Termination Date”); provided, however, that such termination shall only be effective upon compliance with the following the Commencement Date, by giving terms and conditions: (i) Tenant shall deliver written notice (the “Termination Notice”) to the Landlord of its election to terminate this Lease no later than eighteen (18) months prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (Termination Date. The Termination Notice shall be irrevocable upon delivery and time being shall be of the essence herein), which notice (in order to be valid) shall be accompanied by payment of connection with the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed exercise by Tenant under of its right to terminate this Lease pursuant to this Article 37; and (ii) Tenant shall pay to Landlord, as consideration for the Lease. The privilege of termination, an amount (the “Termination Fee is Payment”) equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (iix) the then unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions costs incurred or provided by Lessor Landlord in connection with this Lease. Upon requestLease (including, Landlord shall calculate without limitation, all leasing commissions, the value of any free rent, attorneys’ fees and disbursements and Landlord’s Contribution), in each case amortized on a straight line basis over the initial Term, or in the case of any Expansion Space or Offered Space, over the Term of this Lease relating to such Expansion Space or Offered Space (including the cancelable portion of the Term) commencing on the Rent Commencement Date, together with interest thereon at eight percent (8%) and (y) an amount equal to the then Fixed Rent hereunder for the eight (8) months immediately following the Termination Fee and provide the amount thereof to TenantDate. The Termination Fee Payment shall be calculated by due and payable simultaneously with the delivery to Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendmentTermination Notice. At least ninety (90) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing days prior to the date on which Tenant delivers the Termination Notice to Landlord, Tenant may deliver a written notice (the “Termination Payment Amount Notice”) stating the date on which Tenant intends to deliver the Termination Notice and requesting that Landlord specify the amount of termination the Termination Payment. Landlord shall survive any such termination. deliver a written notice to Tenant specifying the amount of the Termination Payment within thirty (30) days of Landlord’s receipt of the Termination Payment Amount Notice.

Termination Option. (a) Subject to the terms and provisions of this Section 6, Tenant shall have and is hereby granted the one-time right option (the “Termination Option”) to terminate the 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 Premises (which floor shall be selected by Tenant, 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 July 31, 2025 (the “Early Termination Date”), which Termination Option shall be exercised by Tenant, if at all, as follows: (i) Tenant shall deliver binding written notice to Landlord of Tenant’s exercise of such Termination Option (“Tenant’s Termination Notice”) 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 effective 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 end date the Tenant’s Termination Notice is given. For purposes of calculating the thirty-sixth full calendar month following Termination Fee, the Commencement Dateleasing commissions, by giving written notice to Abated Rent, the Landlord prior to Improvement Allowance and the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) Planning Allowance shall be accompanied by payment amortized on a straight-line ten (10) year (or shorter period with respect to any Offer Space, as applicable) basis at eight percent (8%) per year. The calculation of the Termination Fee (hereinafter defined) is more particularly described in Exhibit “B” attached hereto and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion incorporated herein. The entirety of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The shall be due and payable with Tenant’s Termination Fee is equal to the sum of Notice. (ib) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor Except in connection with this Leasea transfer to a Permitted Transferee, the Termination Option 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. Upon requestIt shall be a condition of Tenant’s right to exercise the Termination Option that no default is then-continuing under any of the terms, Landlord shall calculate covenants, or conditions of the Lease as of the Termination Option Exercise Date or the Early Termination Date (including, without limitation, the timely submission of the Termination Fee as aforesaid) beyond any applicable notice and provide the amount thereof cure period. If Tenant fails to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to timely pay the Termination Fee, Tenant shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due have no further rights under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Section 6.

Termination Option. Notwithstanding anything to the contrary contained herein, Tenant shall have the one-time right option to terminate the Lease effective as of (“Termination Option”) in accordance with the end of following terms and conditions: a. If Tenant desires to exercise the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Tenant shall give Landlord irrevocable written notice to (“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 Landlord date that is two hundred and seventy (270) days prior to the expiration of the twenty-seventh full calendar month following the Commencement Termination Date (time being of the essence herein)as defined below) elected by Tenant in such Termination Notice, and which notice (in order Termination Notice may be delivered to be valid) shall be accompanied by payment Landlord no earlier than July 1, 2023. TIME IS OF THE ESSENCE with respect to Landlord’s receipt of the Termination Fee 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 (hereinafter defined) the “Termination Date”), 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 which notice 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 specify survive the termination date; provided howeverof 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 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. f. 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 of the Lease shall apply, except that the 150% figure in Article 19 of the 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 is properly and timely exercises the Termination Option, the Lease 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 Default at any time hereunder beyond any applicable cure period (whether before or 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 after the termination notice)date of such assignment, at Landlord’s option, such termination election the Termination Option shall be deemed null and void, and neither Tenant nor the assignee shall have the right to exercise such Termination Option, provided, however, that Landlord may use any portion 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 the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Option, which Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements Option shall continue in full force and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee effect and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, exercised at any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive time following any such termination. occurrence.

Termination Option. 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 the a one-time right option to terminate the Lease in its entirety (the “Termination Option”) effective as of April 30, 2013 (the end of the thirty-sixth full calendar month following the Commencement “Early Termination Date, ”) by giving providing written notice (the “Termination Notice”) to Landlord no later than April 30, 2012 and paying Landlord the Landlord prior to entire Termination Fee (defined below) with such Termination Notice. If Tenant timely delivers the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of Termination Notice and the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing accordance with the effective date for the initial full monthly payment terms and conditions of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and this Paragraph 8, then determining the unamortized portion thereof as of the effective date Early Termination Date the Lease shall terminate, and Tenant shall be and remain liable for the payment to Landlord of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due and/or accrued, and for the performance and keeping of all the covenants, agreements and obligations under the Lease up to be performed, paid and including the effective date of termination, even though such amounts may be billed subsequent kept by Tenant on and prior to such dateEarly Termination Date. Tenant’s obligations, If Tenant fails to vacate the Premises and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing surrender possession thereof to Landlord and any other in accordance with Article 20 of Tenant’s obligations the Lease on or liabilities accruing prior to the date Early Termination Date, such failure shall be treated as a holding over by Tenant and Landlord shall be entitled to all of its remedies under the Lease including such Article 20. If Tenant shall exercise its Termination Option, Tenant shall pay Landlord a termination fee equal to $540,987.00 (the “Termination Fee”). The entire Termination Fee shall be payable with the Termination Notice. If Tenant fails to timely pay the Termination Fee, at Landlord’s sole election, the exercise of the Termination Option shall be null and void and the Lease shall continue in full force and effect as if Tenant had not exercised the Termination Option. Acceptance by Landlord of the entire Termination Fee shall constitute a release of Tenant 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 survive any such termination. early termination or expiration of the Lease.

Termination Option. 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 the one-a one (1) time right option to terminate the Lease (the “Termination Option”), 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 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, 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 end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), date on which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant Notice is in Default at any time hereunder beyond any applicable cure period (whether before given or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date Early Termination Date. Upon Tenant’s delivering the Termination Notice, any and all rights of terminationTenant to extend the Lease Term shall immediately be void and of no further force or effect. Tenant, in addition All obligations of either party to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due which accrue under the Lease up to and including on or before the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination Early Termination Date shall survive any such termination. .

Termination Option. Notwithstanding anything to the contrary contained herein, Tenant shall have the a one-time right option to terminate 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 effective as it applies to the Premises only shall terminate at 11:59 p.m. on the last day of the end of month during which the day prior to the thirty-sixth full calendar eighth (38th) month following the Commencement Date, by giving written notice to the Landlord prior to the expiration anniversary of the twenty-seventh full calendar month following the Commencement Date occurs (time being the “Termination Date”). c. In consideration for Tenant’s termination of the essence herein)this Lease, which notice Tenant shall pay Landlord $67,367.05 (in order to be valid“Termination Fee”) shall be accompanied by payment of simultaneously with the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed Notice sent by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof Landlord. d. Tenant’s obligations to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all pay Fixed Basic Monthly Rent, Additional Rent Rent, and any other sums due costs or charges under this Lease, and to perform all other Lease obligations for the Lease period up to and including the effective 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 terminationthis Lease, even though such amounts then Landlord may be billed subsequent elect, but is not obligated, to such date. cancel and declare null and void Tenant’s obligationsexercise 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 rights right to evict Tenant from the Premises by any lawful means. h. If Tenant properly and remedies (including without limitationtimely 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 recover reasonable attorneys fees as permitted by this Lease), with respect to all exercise such sums, any other amounts due and owing to Landlord and any other option during the term of Tenant’s obligations such assignment or liabilities accruing prior to the date of termination shall survive any such termination. sublease.

Termination Option. Subject to the terms and conditions set forth hereinbelow, Tenant shall have the one-time right to terminate this Lease (the Lease “Termination Option”) effective as of the end last day of the thirty-sixth full any calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twentyninety-seventh second (92nd) full calendar month following the 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 “Termination Notice”), time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment with respect thereto. In connection with its exercise of the Termination Fee (hereinafter defined) and which notice Option, Tenant shall specify the termination date; provided howeverpay to Landlord, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlordsimultaneously with Tenant’s option, such termination election shall be null and void, and Landlord may use any portion delivery of the Termination Fee paid Notice to offset against any amounts owed by Tenant under the Lease. The Termination Fee is Landlord, an amount equal to the sum of (ia) four (4) months full Months of the average monthly Base Rent then being paid by Tenant (on a monthly basis (including without limitation estimated pass-throughs)per Rentable Square Footage of the Premises basis) payable during the period immediately following the Rent Commencement Date through the Early Termination Date, plus (iib) all of Landlord’s unamortized transaction costs with respect to this Lease (which Landlord will calculate and provide in the unamortized portion Commencement Letter pursuant to Section 3.05 of the cost of all leasehold improvementsLease), including, without limitation, the aggregate Base Rent payable during the Free Base Rent Period, attorneys’ fees, leasing commissions, attorney fees, rental abatements commissions and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee total hard and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion soft costs of the Term commencing with Landlord Work (including, without limitation, the effective date for Allowance and the initial full monthly payment Concept Plan Allowance) all based upon an interest factor of Rent for the Lease amendment) at the rate of nine six percent (96%) per annum for such amortization calculation (compounded annuallythe amounts described in items (a) and then determining (b), collectively, the unamortized portion thereof as “Termination Fee”). If Tenant fails to (i) timely exercise the Termination Option in accordance with the provisions of this Section IV, or (ii) deliver to Landlord the Termination Fee simultaneously with Tenant’s delivery of the effective date of termination. TenantTermination Notice to Landlord, in addition to then the Termination Fee, Option and this Section IV shall remain obligated for all Basic Monthly Rent, Additional Rent be null and other sums due under the Lease up to void and including the effective date of termination, even though such amounts may be billed subsequent to such datewithout further force and effect. Tenant’s obligationsright 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, (x) this Lease being in full force and effect on the date the Termination Notice is delivered to Landlord and on the day immediately preceding the Early Termination Date, (y) Landlord having received the Termination Fee when required as aforesaid, and Landlord’s rights (z) Tenant not 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 remedies 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, (including A) the Term of this Lease shall automatically terminate on the Early Termination Date, with all of the terms and conditions of this Lease, including, without limitation, the right obligation to recover reasonable attorneys fees as permitted by pay Rent, remaining in full force and effect until the Early Termination Date, and (B) Tenant shall relinquish, yield up and surrender the Premises on the Early Termination Date in accordance with the terms and provisions of this Lease), . Time is of the essence with respect to all such sumsof the time periods set forth in this Section IV. Notwithstanding anything herein to the contrary, Tenant’s Termination Option hereunder is personal to Butterfly Network, Inc., any other amounts due 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 owing to Landlord and any other of in no event shall Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Termination Option be otherwise assignable.

Termination Option. Tenant Subject to the terms of this Section 38, Lessee shall have the one-time right option (the "Termination Option") to terminate the this Lease effective as of either the end fifth (5th) anniversary of the thirty-sixth full calendar month following Commencement Date or the Commencement Date, by giving written notice to the Landlord prior to the expiration tenth (10th) anniversary of the twenty-seventh full calendar month following the Commencement Date (time either such date being of referred to herein as the essence herein"Termination Date"), which notice (if Lessee is not in order to be valid) shall be accompanied by payment default under any of its obligations under this Lease at the time it exercises such option. To exercise the Termination Fee Option, Lessee must: (hereinafter defineda) and which give to Lessor written notice shall specify of such election at least twelve (12) months prior to the applicable Termination Date; and (b) pay to Lessor a termination date; provided however, if Tenant is fee (the "Termination Fee") in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is an amount equal to the sum of (i) four $1,076,128.57 if Lessee exercises its option to terminate this Lease effective as of the fifth (45th) months anniversary of Rent then being paid by Tenant on a monthly basis the Commencement Date, or $370,855.08 if Lessee exercises its option to terminate this Lease effective as of the tenth (including without limitation estimated pass-throughs)10th) anniversary of the Commencement Date, plus as the case may be, (ii) the unamortized portion costs (calculated based upon a rate of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions 8% per annum) incurred or provided by Lessor in connection with this Lease. Upon requestLease for any allowances, Landlord shall calculate 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 Fee and provide the amount thereof to TenantDate. The Termination Fee shall be calculated paid by Landlord by Lessee to Lessor in twelve (12) equal installments on the first amortizing the cost day of all leasehold improvementseach month, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection commencing with any Lease amendment, amortized over the portion April 1 of the Term commencing calendar year immediately prior to the applicable Termination Date. Exercise of the Termination Option shall be irrevocable but shall not excuse Lessee from paying Rent accruing through the Termination Date. If Lessee fails to timely exercise a Termination Option in accordance with the effective date for the initial full monthly payment foregoing terms of Rent for the this Section 38, Lessee shall be deemed to have waived all of its rights to terminate this Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the applicable Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Date.

Termination Option. Tenant shall have the one-one time right to terminate this Lease (the Lease effective as “Termination Right”), if Tenant’s average level of deposits from its operations at the Premises during Tenant’s third full year of fiscal reporting at the Premises falls below Twenty Million and No/100 Dollars ($20,000,000.00) (the “Test Year”). If Tenant fails to exercise the Termination Right within sixty (60) days after the Test Year has expired, then any attempted exercise of the end Termination Right shall be null, void and of no force and effect. Tenant shall, simultaneously with the delivery of the thirty-sixth full calendar month following Termination Notice, provide Landlord with its fiscal report for the Commencement DateTest Year evidencing that Tenant’s deposits were less than Twenty Million and No/100 Dollars ($20,000,000.00) for the Test Year. The Termination Right shall not be available to Tenant during any subsequent Lease Years or during any exercised Option Terms and in the event Tenant exercises an Option Term, this Section 20.24 shall be rendered null and void. Tenant may exercise this Termination Right, if at all, by giving written notice to the Landlord prior to given within thirty (30) days following the expiration of the twenty-seventh full calendar month following Test Year in which Tenant’s deposits were less than Twenty Million and No/100 Dollars ($20,000,000.00) [the Commencement “Termination Notice”]. The Termination Date will be the date which is six (time being 6) months after the date of the essence herein), which notice (in order to be valid) shall be accompanied by payment Landlord’s receipt of the Termination Fee Notice (hereinafter defined) and which notice the “Termination Date”). If Tenant terminates the Lease as provided above, Tenant shall specify vacate the termination date; provided however, if Tenant is Premises on or before the Termination Date in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion condition otherwise required under Section 18.01 hereof. From the date of the Termination Fee paid to offset against any amounts owed by Notice through the Termination Date, the Lease shall remain in full force and effect, and Tenant under shall honor all of its obligations hereunder. If Tenant exercises its Termination Right as provided above, simultaneously with such exercise, and after receipt of written notice from Landlord stating the Lease. The Termination Fee is equal to amount of the sum of “Commission Reimbursement,” (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughsas hereinafter defined), plus (ii) Tenant shall reimburse Landlord for the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided brokerage fee paid by Lessor Landlord in connection with this LeaseLease (based upon a ten (10) year amortization schedule) [the “Commission Reimbursement”], together with the sum of Two Thousand and No/100 Dollars ($2,000.00) for Landlord’s legal and administrative costs (the “Additional Reimbursement”) pursuant to this Section 20.24. Upon request, Landlord shall calculate the Termination Fee and agrees to provide Tenant with written notice of the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing Commission Reimbursement and the Additional Reimbursement simultaneously with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant giving Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees Termination Notice as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. provided above.

Termination Option. Tenant In addition to any other remedies contained here and notwithstanding anything to the contrary contained herein, Lessee shall have the a one-time right option to terminate this Lease (“Termination Option”) in accordance with the Lease effective as of following terms and conditions: a. If Lessee desires to exercise the end of the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Lessee shall give Lessor irrevocable written notice (“Termination Notice”) of Lessee’s exercise of this Termination Option, which shall be mailed to the Landlord 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 that is twelve (12) full months prior to the expiration Termination Date. TIME IS OF THE ESSENCE with respect to Lessor’s receipt of the twenty-seventh full calendar 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 shall terminate at 11:59 p.m. on the last day of the month following during which the thirty eighth (38th) month anniversary of the Commencement Date occurs (time being the “Termination Date”). c. In consideration for Lessee’s termination of this Lease, Lessee shall pay Lessor TWO HUNDRED FORTY-FOUR THOUSAND EIGHT HUNDRED SEVEN AND 00/100 DOLLARS ($244,807.00) (“Termination Fee”) simultaneously with the essence herein)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, which notice (in order to be valid) Lessor shall be accompanied by payment provide Lessee with reasonable evidence of receipt of the Termination Fee (hereinafter defined) Notice and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all . d. Lessee’s obligations to pay Fixed Basic Monthly Rent, Additional Rent Rent, and any other sums due costs or charges under this Lease, and to perform all other Lease obligations for the Lease period up to and including the effective 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 of terminationthe Termination Notice, even though such amounts 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 billed subsequent promptly refunded to such dateLessee. TenantIf Lessor elects to declare Lessee’s obligationsexercise 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 (after the application of the Termination Fee) for the 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 Landlordthereafter 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. Lessor may accept any such sums from Lessee without prejudice to Lessor’s rights right to evict Lessee from the Premises by any lawful means. h. If Lessee properly and remedies (including without limitationtimely exercises the Termination Option, 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 recover reasonable attorneys fees as permitted by this Lease), with respect to all exercise such sums, any other amounts due and owing to Landlord and any other option during the term of Tenant’s obligations such assignment or liabilities accruing prior to the date of termination shall survive any such termination. sublease.

Termination Option. Notwithstanding anything to the contrary contained herein, Tenant shall have the a one-time right option to terminate surrender the Lease effective as of Premises (“Termination Option”) in accordance with the end of following terms and conditions: .A If Tenant desires to exercise the thirty-sixth full calendar month following the Commencement DateTermination Option, by giving Tenant shall give Landlord irrevocable written notice to (“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 Landlord date that is twelve (12) full months prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order Termination Date. TIME IS OF THE ESSENCE with respect to be valid) shall be accompanied by payment Landlord’s receipt of the Termination Fee (hereinafter defined) Notice and which notice 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 specify terminate at 11:59 p.m. on the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion last day of the Termination Fee paid to offset against any amounts owed by Tenant under month during which the Lease. The Termination Fee is equal day prior to the sum of three (i3) year and four (4) months anniversary of Rent then being paid the Commencement Date occurs (the “Termination Date”). .C In consideration for Tenant’s termination of this Lease, Tenant shall pay Landlord $322,115.00 (“Termination Fee”) simultaneously with the Termination Notice sent by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Landlord. .D Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition ’s obligations to the Termination Fee, shall remain obligated for all pay Fixed Basic Monthly Rent, Additional Rent Rent, and any other sums due costs or charges under this Lease, and to perform all other Lease obligations for the Lease period up to and including the effective 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 terminationthis Lease, even though such amounts then Landlord may be billed subsequent elect, but is not obligated, to such date. cancel and declare null and void Tenant’s obligationsexercise 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 rights right to evict Tenant from the Premises by any lawful means. .H If Tenant properly and remedies (including without limitationtimely 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 recover reasonable attorneys fees exercise such option during the term of such assignment or sublease. EACH PARTY AGREES that it will not raise or assert as permitted a defense to 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 right to assert any such defense or make any claim of invalidity or unenforceability due to any of the foregoing. THE PARTIES to this Lease have executed and delivered this Lease as of the date set forth above. LANDLORD: 5 INDEPENDENCE SPE LLC By: Xxxx SLG NJ Mezz LLC, sole member By: Xxxx SLG NJ Operating Partnership, sole member By: Xxxx SLG NJ GP LLC, general partner By: Xxxx-Xxxxx-Xxxx LLC, sole member By: Xxxx-Xxxx Ventures L.L.C., managing member By: Xxxx-Xxxx Realty, L.P., sole member By: Xxxx-Xxxx Realty Corporation, its general partner By: Xxxxxxx X. Xxxxxxxx Executive Vice President INTELLIGROUP, INC. By:_____________________ Name: Title: Tenant will pay in addition to the Fixed Basic Rent provided in this Lease, Additional Rent to cover Tenant’s Percentage of the increased cost to Landlord, for each of the categories enumerated in this Exhibit, over the “Base Period Costs” for these categories. a. Operating Cost Escalation -- If the Operating Costs incurred for the Real Property for any Lease Year or Partial Lease Year during the Term will be greater than the Base Operating Costs (reduced proportionately to correspond to the duration of periods less than a Lease Year), then Tenant will pay to Landlord, as Additional Rent, Tenant’s Percentage of all such excess Operating Costs. Operating Costs will include, by way of illustration and not of limitation: personal property taxes; management fees; labor, including all wages and salaries; social security and other taxes which may be levied against Landlord upon such wages and salaries; supplies; repairs and maintenance; maintenance and service contracts; painting; wall and window washing; tools and equipment (which are not required to be capitalized for federal income tax purposes); trash removal; lawn care; snow removal and all other items properly constituting direct operating costs according to standard accounting practices (collectively referred to as the “Operating Costs” in this Lease); but not including depreciation of Building or equipment; interest; income or excess profits taxes; costs of maintaining the Landlord’s corporate existence; franchise taxes; any expenditures required to be capitalized for federal income tax purposes, with respect unless said expenditures are for the purpose of reducing Operating Costs at the Real Property, or those which under generally applied real estate practice are expensed or regarded as deferred expenses or are required under any Legal Requirement, in which event the costs thereof shall be included. Notwithstanding anything contained herein to all such sumsthe contrary, any other amounts due and owing to additional costs incurred by Landlord and during the Calendar Year by reason of Landlord or any other of its vendors entering into new labor contracts or renewals or modifications of existing labor contracts will not be included in Base Operating Costs. In addition, Tenant will pay Landlord Tenant’s obligations or liabilities accruing prior to the date Percentage of termination shall survive all costs and expenses incurred by Landlord in connection with complying with any “homeland security” requirements and such termination. costs and expenses will not be included in Operating Costs.

Termination Option. Tenant shall have has the one-time right to terminate the Lease effective after the first two (2) years of the initial term. Tenant shall give to Landlord, is writing, at least One Hundred Twenty (120) days prior to the date of termination, notice of its intent to exercise this option. 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 thirty-sixth full calendar month following the Commencement Datetermination date included in Tenant's notice. (b) Should Tenant terminate for any reason other than Landlord being unable to provide expansion space, by giving written notice then Tenant shall pay to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Feecosts as set forth hereinabove, shall remain obligated as liquidated damages, in an amount equal to two (2) times the current base monthly rent at the time the notice for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such datetermination is given. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. This does not include expense adjustment rent UNDER SECTION 3.02.

Termination Option. Tenant shall have the one-time right option to terminate the Lease effective with respect to the Third Expansion Space as of 11:59 p.m. on June 30, 2013 (the end “Termination Date”), provided Tenant gives written notice thereof to Landlord on or before September 30, 2012, and provided that no Event of Default remains uncured under the Lease at the time of the thirty-sixth full calendar month following giving of such notice or on the Commencement Termination Date. Notwithstanding anything to the 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 giving written notice an amount of time equal to the Landlord prior cure period applicable to the expiration default as provided for in Paragraph 19 of the twenty-seventh full calendar month following Lease, as modified by Paragraph 21 of this Amendment. In the Commencement Date (time being event Tenant fails to cure such Event of Default during the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after specified in the preceding sentence, this termination notice), at Landlord’s option, such termination election option shall be null and voidvoid 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, and Landlord may use any portion 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 Tenant, simultaneously with the delivery of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date notice of termination, even though such amounts may be billed subsequent to such dateof a termination payment in the amount of $269,453.69 (the “Termination Payment”). TenantAfter Landlord’s obligationsreceipt of the full Termination Payment, and Landlord’s rights receipt of all Rent due hereunder through and remedies including the Termination Date (including without limitation, the right to recover reasonable attorneys fees as permitted by it may be extended as set forth in this LeaseParagraph 9), with respect to all as and when such sumsRent was due, neither party shall have any other amounts due and owing to Landlord and any other rights, liabilities or obligations under the Lease for the period accruing after the Termination Date, except those which, by the provisions of Tenant’s obligations or liabilities accruing prior to the date Lease, expressly survive the termination of termination shall survive any such terminationthe Lease. 10.

Termination Option. Tenant shall have an option (the one-time right "Termination ------------------ Option") to terminate this Lease with respect to the Initial Premises and the Second Floor Option Space (if Tenant leases such space through the exercise of the Second 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 end last day of the thirty-sixth full calendar month following seventh year of the Commencement Term (the "Termination Date, "). Tenant may not terminate this Lease with respect to any space leased by giving written notice Tenant pursuant to the Fifth Floor Expansion Option, the Right of First Refusal or the Right of First Opportunity or pursuant to separate negotiations between Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Option is granted subject to the following terms and conditions: (1) Tenant gives Landlord by first amortizing written notice of Tenant's election to exercise the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition Termination Option not later than 12 months prior to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due Date; (2) Tenant is not in Default under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect either on the date that Tenant exercises the Termination Option on the Termination Date; and (3) Tenant pays to all such sumsLandlord, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior not later than three months before the Termination Date, a cash lease termination fee (the "Fee") in an amount equal to the date product of termination shall survive any such termination. $35.00 multiplied by the rentable area of the part of the Premises being terminated.

Termination Option. 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 one-time right option to terminate this Lease (the Lease "Termination Option"), effective as of the end day immediately preceding the third (3rd) anniversary of the thirty-sixth full calendar month following Commencement Date for Premises A (the Commencement "Termination Date"), by giving written notice to the Landlord ("Tenant's Termination Notice") no later than one hundred twenty (120) days prior to the expiration Termination Date, together with a 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 twenty-seventh full calendar month following Premises, divided by (ii) 3 (the Commencement Date ("Termination Payment") time being of the essence herein)essence; provided, which notice 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 Termination 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 be valid) 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 accompanied deemed to have expired by payment lapse of time and Tenant shall return the Premises to Landlord on or before the 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 in full force and effect and Tenant is not in default under this Lease, and (inasmuch as the Termination Option is intended only for the benefit of the Termination Fee (hereinafter definedoriginal Tenant named in this Lease) the Premises are occupied by the original Tenant named herein and which notice shall specify the termination date; provided however, if said Tenant is in Default at any time hereunder beyond any applicable cure period (whether before has not assigned this Lease or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use sublet all or any portion of the Premises. Without limitation of the foregoing, no sublessee or assignee shall be entitled to exercise the Termination Fee paid to offset against 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 amounts owed by Tenant under portion of the Lease. The Termination Fee is equal Premises prior to the sum of Termination Date. Notwithstanding the foregoing, in the event that (i) four (4) months of Rent then being paid by Tenant on properly exercises the Termination Option and makes the Termination Payment in a monthly basis (including without limitation estimated pass-throughs), plus timely manner and (ii) thereafter (but prior to the unamortized portion of Termination Date) Landlord and Tenant negotiate and enter into a lease for other space in the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon requestBuilding, Landlord shall calculate agrees to reimburse the Termination Fee and provide the amount thereof Payment to Tenant. February 12, 1997 Xx. Xxxxxx Xxxxxxxxx The Termination Fee shall be calculated by Landlord by Xxxxxxxxx Group Suite 100 0000 Xxxx Xxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Re: Sharing Arrangements Dear Xx. Xxxxxxxxx: 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 amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term floor (or if incurred in connection with any Lease amendment, amortized over the portion "Premises A") of the Term commencing with building known as Lake Pointe Corporate Centre in Minneapolis (the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually"Building") and then determining certain premises located on the unamortized portion thereof as second floor of the effective date of terminationBuilding ("Premises B"). Tenant, in addition The Landlord has also granted to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, Vital the right to recover reasonable attorneys fees as permitted by lease additional space on the first floor of the Building ("Premises C") upon not less than 120 days' prior notice to the Landlord. It is Vital's understanding that the Xxxxxxxxx Group ("Ackerberg") has entered into a lease of Premises C with the Landlord (the "Ackerberg Lease"). The purpose of this Lease), letter is to set forth the understandings of Vital and Ackerberg with respect to all such sumsthe shared use of certain portions of Premises A and Premises C, any the shared use and compensation of a receptionist, the shared use of the existing security system and Xxxxxxxxx'x telephone system, the potential early occupancy of portions of Premises B by Vital and certain other amounts due and owing matters pertaining to Landlord and any other Premises C. The understanding of Tenant’s obligations or liabilities accruing prior the parties with respect to the date each of termination shall survive any such termination. .these matters is as follows:

Termination Option. Tenant shall have the one-time right may elect to terminate this Lease (the Lease "Early Termination Option") effective as of May 31, 2017 (the end of the thirty-sixth full calendar month following the Commencement 'Early Termination Date"), by giving Landlord prior written notice to ("Tenant's Early Termination Notice") on or before August 31, 2016, provided that: (1) on or before the Early Termination Date, Tenant has paid Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) all amounts due and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant owing under the Lease. The ; and (2) Tenant pays to Landlord concurrently with Tenant's Early Termination Fee is Notice a termination fee equal to the sum of (ia) four $24,009.00 (4) 2 months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughsBasic Rent), plus (iib) 2 months of Tenant's Share of Expenses for the Premises (based on Landlord's reasonable estimate of such Expenses), and plus (c) the unamortized portion of the cost of Landlord's leasing costs (including without limitation all leasehold improvementsleasing commission charges, leasing commissionsthe Abated Rent, attorney feesand the Allowance), rental abatements and other concessions incurred or provided by Lessor in connection based on amortizing such costs with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) interest thereon at the rate of nine percent (9%) 6% per annum (compounded annually) annum, in equal installments of interest and then determining principal over the unamortized portion thereof as last 36 months of the effective date of terminationinitial Term. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the 's right to recover reasonable attorneys fees as permitted by exercise this Lease)Early Termination Option is conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination Option or on the Early Termination Date. If this Early Termination Option is timely exercised, with respect to all such sums, any other amounts due and owing then Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in accordance with the terms of this Lease and any all other terms will apply as if this Lease had expired according to its terms, including Tenant's Share of Tenant’s obligations or liabilities accruing Expenses attributable to periods prior to the date Early Termination Date at such time as such obligation is determined. If Tenant fails to timely give notice, then Tenant will be deemed to have waived its right to terminate pursuant to this Section. This Early Termination Option is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the Premises or this Lease; upon a Transfer of termination shall survive any such termination. the Lease by Tenant, this Section is null and void.

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 may elect to terminate this Lease as of the one-time eighth (8th) anniversary of the Commencement Date (the “Early Termination Date”). Tenant may exercise such right by delivering to Landlord, not later than twelve (12) months prior to the Early Termination Date, written notice of Tenant’s election to terminate the Lease effective (an “Early Termination Notice”) as of the Early Termination Date. Tenant shall pay to Landlord 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 the Early Termination Notice, and the other half shall be due on the Early Termination Date. B. If Tenant gives the Early Termination Notice and the required Termination Payment as provided herein, this Lease shall terminate as of the Early Termination Date. If Tenant 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. After giving the Early Termination Notice, Tenant shall continue to 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 thirty-sixth Term shall continue in full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) force and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. effect.

Termination Option. Notwithstanding anything in this Lease to the contrary, Tenant shall have the one-time right right, exercisable at Tenant’s sole option, to terminate this Lease, said right of Tenant to be exercisable by giving notice thereof (the Lease effective as “Termination Notice”) to Landlord, which Termination Notice shall set forth a date of termination (the “Termination Date”) which is specified to be the last day of the end seventh (7th) Lease Year or the last day of the thirty-sixth full calendar month following the Commencement Dateninth (9th) Lease Year, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided howeverbe given, if at all, not later than eighteen (18) months prior to the Termination Date specified in the Termination Notice. In the event that Tenant is exercises its termination option hereunder, this Lease shall continue in Default at full force and effect until the Termination Date, whereupon Tenant shall surrender possession of the Premises (including, but not limited to, any time hereunder beyond space leased by Tenant pursuant to Sections 41 and 47 hereof) in accordance with the provisions of this Lease, this Lease shall terminate with respect to the Premises (including, but not limited to, any applicable cure period (whether before or after space leased by Tenant pursuant to Sections 41 and 47 hereof) as if the termination notice)Termination Date were the Lease Expiration Date set forth herein, at Landlord’s option, such termination election and all Rent shall be null and void, and Landlord may use any portion prorated as of the Termination Fee paid Date, and neither party shall have any obligations hereunder accruing after the Termination Date. In the event Tenant exercises its termination option hereunder, then, on the date which occurs sixty (60) days prior to offset against any amounts owed by the Termination Date, Tenant under the Lease. The Termination Fee is shall pay to Landlord an amount equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (iia) the then unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term sum (or if incurred in connection with any Lease amendmenti.e., amortized over the portion initial twelve (12) year Term of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) this Lease, at the rate of nine eight percent (98%) per annum annum) of (compounded annuallyi) the Tenant Allowance (as such term is defined in Exhibit C excluding any increase in the amount of same pursuant to the terms of Exhibit C or the terms of this Lease and any tenant allowance with respect to Expansion Space or Available Space, if any, paid by Landlord to Tenant, (ii) all reasonable brokerage commissions paid by Landlord with respect to this Lease and any amendments hereto and (iii) all reasonable attorneys’ fees paid by Landlord in connection with the preparation and negotiation of this Lease and any amendments hereto (which attorneys’ fees shall not exceed Twenty-Five Thousand Dollars ($25,000.00) with respect to the initial Lease); together with (b) the amount of six (6) times the amount of the Monthly Base Rent for the seventh Lease Year if the Termination Date is the last day of the seventh (7th) Lease Year, or the amount of three (3) times the amount of the Monthly Base Rent for the ninth (9th) Lease Year if the Termination Date is the last day of the ninth (9th) Lease Year (the items set forth in clauses (a) and then determining (b) of this Section 49 being hereinafter collectively referred to as the unamortized portion thereof as of “Termination Expenses”). The Termination Expenses payable by Tenant to Landlord pursuant to the effective date of termination. Tenant, immediately preceding sentence shall be in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums coming due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to between the date of termination shall survive any such termination. the Termination Notice and the Termination Date.

Termination Option. Tenant shall have may at its option (the one-time right “Termination Option”) terminate this Lease as to terminate the Lease certain Termination Premises (defined below), effective as of the end first day of the thirty-sixth full calendar 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, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) . The “Termination Premises” shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use mean any portion of the Premises located on the fourth or fifth floor of the Building and identified in the Termination Fee paid Notice. Tenant’s right to offset against any amounts owed 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 Tenant under an amount per rentable square foot of the Lease. The Termination Fee is then remaining Premises equal to the sum product of (i) four (4) months the then current rate of Rent then being paid by Tenant interest on a monthly ten-year U.S. Treasury obligations plus 500 basis (including without limitation estimated pass-throughs), plus points times (ii) the unamortized portion amount of the cost Laboratory Conversion Fund divided by the rentable square footage of all leasehold improvementsthe 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, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Leasededucting therefrom that portion attributable to the period prior to the Termination Date. Upon requestIf Tenant effectively exercises the Termination Option, Landlord shall calculate contribute an amount equal to the Termination Fee and provide Laboratory Conversion Fund to be used to convert up to 15,000 rentable square feet of space located on the amount thereof to Tenantfifth floor into laboratory space. The Termination Fee shall be calculated If there are any uncured defaults by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof Tenant as of the effective date of termination. Tenant, in addition to Tenant delivers the Termination FeeNotice or as of the Termination Date, the Termination Option shall be void, and the Lease shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. in effect.

Termination Option. 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 Lease effective entire Demised Premises as of the end of August 31, 2016 (the thirty-sixth full calendar month following the Commencement “Termination Date”), by giving written delivering to Landlord on or before February 29, 2016, notice of its intention to terminate (the “Termination Notice”) accompanied by a payment of a termination fee (the “Termination Fee”) to Landlord prior 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 expiration 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 twenty-seventh full calendar month following Lease and shall surrender the Commencement Date (time being of the essence herein), which notice (in order Demised Premises to be valid) shall be accompanied by payment of Landlord on or before the Termination Fee (hereinafter defined) Date in the manner and which notice in the condition provided for in the Lease. Tenant shall specify the termination date; provided howeverpermit Landlord or its Agents, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or and without notice, but otherwise subject to the terms of Section 23 of the Lease, to enter the Demised Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants from and after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of date Tenant delivers the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to TenantNotice. The Termination Fee shall not be calculated by Landlord by first amortizing deemed to be Rent payable under the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion terms of the Term commencing with the effective date for the initial full monthly payment Lease, but rather shall be deemed liquidated damages payable by Tenant to Landlord in consideration of Rent for Landlord’s agreement to terminate the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. herein provided.”

Termination Option. Tenant shall have the a one-time right to terminate this Lease (the Lease effective “Termination Option” ) as of the end last day of the thirty-sixth full calendar (36th) Rent-paying month following (the Commencement “Termination Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein”), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four Tenant gives notice thereof to Landlord on or before twelve (412) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus 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 Xxxxxx, at the time Tenant delivers notice to Landlord that it is exercising its termination right hereunder, of: (A) the unamortized portion of the cost of all leasehold improvementstenant improvement allowances incurred, leasing commissionscommissions and legal costs actually paid, attorney fees, rental abatements and other concessions incurred or provided by Lessor Landlord in connection with this Lease. Upon requestthe Lease (including, Landlord shall calculate without limitation, free rent and similar concessions and attorney’s fees), amortized from the Commencement Date to the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) Date at the rate of nine percent (9%) per annum annum; (compounded annuallyB) and then determining Rent due under this Lease for the unamortized portion thereof as of the effective date of termination. Tenant, in addition to three (3) months after the Termination FeeDate (collectively, the “Termination Payment”). Tenant shall remain obligated for continue to pay all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to through and including the effective date Termination Date pursuant to the terms of termination, even though such amounts may be billed subsequent to such datethis Lease. TenantAfter Xxxxxxxx’s obligationsreceipt of the Termination Payment, and Landlord’s rights and remedies (including without limitation, so long as Tenant has surrendered the right to recover reasonable attorneys fees as permitted by Premises in the condition required under this Lease), with respect to all such sumsneither party shall have any rights, any other amounts due and owing to Landlord and any other liabilities or obligations under this Lease for the period after the Termination Date, except those which, by the provisions of Tenant’s obligations or liabilities accruing prior to this Lease, expressly survive the date termination of termination shall survive any such termination. this Lease.

Termination Option. Provided Tenant fully and completely satisfies each of the conditions set forth in this Article 33, Tenant shall have the oneon-time right going option (“Termination Option”) to terminate the this Lease effective as of a date specified by Tenant, which date (the end of “Termination Date”) must be during the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the initial Lease Term and after expiration of the twenty-seventh full calendar month following fourth (4th) Lease Year. In order to exercise the Commencement Date (time being Termination Option, Tenant must fully and completely satisfy each and every one of the essence herein), which following conditions: (a) Tenant must give Landlord written notice (in order to be valid“Termination Notice”) shall be accompanied by payment of its exercise of the Termination Fee Option, Which Termination Notice shall specify the Termination Date (hereinafter definedwhich date shall be writing the parameters described in the immediately preceding sentence) and which notice shall specify Termination Notice must be delivered to Landlord at least nine (9) months prior to such Termination Date, (b) at the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid Notice Tenant shall not be in default under this Lease after expiration of applicable cure periods, and (c) concurrently with Tenant’s delivery of the Termination Notice to offset against any amounts owed by Landlord, Tenant under the Lease. The shall pay to Landlord a termination fee (“Termination Fee is Fee”) equal to the sum of (i) four the unamortized balance, as of the Termination Date, of the (4A) months amount expended by Landlord in connection with the design and construction of Rent then being the Improvements pursuant to the Tenant Work Letter, and (B) brokerage commissions paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)Landlord in connection with this Lease, plus (ii) the unamortized portion of the cost of all leasehold improvementsFifty-Five Thousand Seven Hundred Forty-Four and 50/100 Dollars ($55,744.50). Amortization pursuant to subsection (i), leasing commissionsabove, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing on a seven (7) year amortization schedule commencing as of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in Commencement Date based upon equal monthly installments over payments of principal and interest, with interest imputed on the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) outstanding principal balance at the rate of nine ten percent (910%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of terminationannum. Upon written inquiry from Tenant, in addition to Landlord shall provide Tenant with Landlord’s calculation of the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. Tenant shall have the one-time right Subject to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee Charge described below, and provided Worldspan is not in Default, Worldspan may, on not less than 120 days’ prior written notice to IBM Credit and effective as of a date (hereinafter definedthe “Termination Date”) and which specified in such notice shall specify the termination date; provided however, if Tenant that is in Default at any time hereunder beyond any applicable cure period (whether before on or after the termination notice)first anniversary of the Effective Date, at Landlord’s option, such termination election terminate this AMO Agreement as described in this Section. The applicable Termination Percentage shall be null determined as follows: a. if the Termination Date coincides with a date set forth in Section I of Exhibit F, the applicable Settlement Percentage shall be the Settlement Percentage set forth in Section I of Exhibit F for that date; and b. if the Termination Date is not one of the dates set forth in Section I of Exhibit F, the applicable Settlement Percentage shall be a Settlement Percentage that is prorated, on a per diem basis, between the Settlement Percentages set forth in Section I of Exhibit F for the dates that immediately precede and void, and Landlord may use any portion succeed the Termination Date. The amount of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is Charge shall be equal to the sum of (i) four (4) months the following: 1. Multiply the applicable Termination Percentage by the remaining Monthly Payments shown in Exhibit A as it appears on the Effective Date, discounted to present value as of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) Date at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof Discount Rate as of the effective date of terminationTermination Date, plus 2. Tenant, the applicable Additional Termination Percentage shown in each Order Letter for any Products and Services in addition to the Termination FeeBase Capacity that are added to this AMO Agreement during the initial Term, shall remain obligated as applied to the increases in Monthly Payments for all Basic Monthly Rent, Additional Rent such Products and other sums due under Services added by the Lease up to and including Order Letter that are payable during the effective date of termination, even though such amounts may be billed Initial Term for months subsequent to such datethe Termination Date, discounted to present value as of the Termination Date at the Discount Rate as of the Termination Date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to Worldspan will pay all such sums, any other amounts Monthly Payments due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing payable prior to the date Termination Date, plus the Termination Charge and any taxes that are the responsibility of termination shall survive any such terminationWorldspan hereunder and arise on or before the Termination Date. All amounts under this Section are due and payable in full within thirty (30) days from Worldspan’s receipt of an invoice therefor.

Termination Option. Provided that no Event of Default is continuing at the time of exercising its option and on the Termination Date, hereinafter defined, Tenant shall have the one-time right option to terminate this Lease, effective upon the last day of the sixtieth (60th) month after the Commencement Date (the “Termination Date”) provided that Tenant gives written notice of its election to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord at least ten (10) months prior to the expiration Termination Date, and simultaneously therewith, delivers to the trustee under the most senior deed of trust encumbering the Building and/or Land, or to Landlord if there is not then currently any deed of trust encumbering any of the twenty-seventh full calendar month following Building or Complex, in good funds, a termination payment (the Commencement Date (time being of the essence herein), which notice (“Termination Payment”) in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is an amount equal to the sum of (i) four (4) months the unamortized amount of Rent then being paid by all rental concessions, the Tenant on a monthly basis (including without limitation estimated pass-throughs)Improvement Allowance, the Space Planning Allowance, the Landscaping Allowance and the Additional Allowance, if applicable, as of the Termination Date plus (ii) an amount equal to two (2) months Base Rental at the rate applicable as of the Termination Date. For purposes of determining the unamortized portion amount of the cost of all leasehold improvementsforegoing allowances, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee each advance thereon shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) deemed to be a separate loan made at the an interest rate of nine percent (9%) per annum (compounded annually) which is self-amortizing with equal monthly payments of principal and then determining interest over the unamortized portion thereof as remainder of the effective date of terminationTerm. Tenant, in In addition to the Termination FeePayment, (i) all alterations and improvements installed in the Premises pursuant to the terms of the Work Letter attached hereto as Exhibit “C” shall remain in the Premises and become the property of Landlord upon the Termination Date, and (ii) unless the Baseline Construction Costs (as hereinafter defined) for performing the Work and any other alterations or improvements made by Tenant to the Premises or any other areas of the Complex shall equal or exceed Two Million Four Hundred Thirty Seven Thousand Four Hundred and 00/100 ($2,437,400.00) Dollars in the aggregate (such amount being equal to $25.00 per square foot of Net Rentable Area in the Building), all furniture and office equipment initially installed in the Premises, less any items thereof which shall be disposed of by Tenant prior to the Termination Date for any reason other than for purposes of avoiding the surrender of same to Landlord (including, without limitation, any such disposition due to damage, defect, obsolescence or Tenant no longer having need for the item), shall remain obligated for all Basic Monthly Rent, Additional Rent in the Premises and other sums due under become the Lease up to and including property of Landlord upon the effective date of termination, even though such amounts may be billed subsequent to such dateTermination Date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitationAs used herein, the right term “Baseline Construction Costs” shall mean the aggregate sum of (i) all hard construction costs paid or incurred to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord complete the Work and any other of Tenant’s obligations alterations or liabilities accruing prior improvements to the date Premises or other areas of termination shall survive the Complex made by Tenant, (ii) all fees, reimbursements and other amounts paid to architects, engineers and other design professionals to prepare plans and specifications for the Work and any such termination. other alterations or improvements made by Tenant, and (iii) all construction management fees paid or incurred in connection with the performance of the Work or any such other alterations or improvements made by Tenant.

Termination Option. (A) Subject to the terms of this Section 1.6, Tenant shall have the one-time right option (the "Termination 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 end day prior to the day that is the tenth (10th) anniversary of the thirtyRent 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-sixth full calendar month following 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, by giving written notice 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 prior to the expiration 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 twenty-seventh full 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 following in which Tenant delivers the Commencement Date Termination Notice to Landlord (time being without taking into account any abatement of Fixed Rent or Escalation Rent that is in effect for the essence hereincalendar month in which Tenant delivers the Termination Notice) and (y) three (3), which notice (in order . Landlord shall provide to be valid) shall be accompanied by payment Tenant a reasonably detailed statement showing Landlord's calculation of the Termination Fee within ten (hereinafter defined10) and which notice shall specify days after request therefor is given by Tenant to Landlord, provided that to the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use extent that any portion of the Termination Fee paid 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 offset against 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 amounts owed by Tenant under the Lease. The Termination Fee is equal time prior to the sum of Termination Date, (i) four (4) months a monetary or material non-monetary Event of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus Default has occurred and is continuing or (ii) the unamortized 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 cost Premises as of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee Date as provided in this Section 1.6, then (x) Tenant, on the Termination Date, shall vacate the Terminated Space and provide surrender the amount thereof Terminated Space to Landlord in accordance with the terms of this Lease that govern Tenant. The Termination Fee shall be calculated by Landlord by first amortizing 's obligations upon the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (expiration or if incurred in connection with any Lease amendment, amortized over the portion earlier termination of the Term commencing and (y) upon the Termination Date, neither party shall have any further rights or obligations hereunder with respect to the effective date 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 Premises 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 initial full monthly payment 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 Rent for square feet of Rentable Area in the Lease amendmentTerminated Space, by (II) at the rate number of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as square feet of Rentable Area of the effective date of termination. Building (other than the retail portion thereof), and (D) Tenant, in addition 's Tax Share shall be decreased by an amount (expressed as a percentage) equal to the Termination Feequotient obtained by dividing (I) the number of square feet of Rentable Area in the Terminated Space, shall remain obligated for all Basic Monthly Rentby (II) the number of square feet of Rentable Area of the Building (including, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Leaseretail portion thereof), . If Tenant exercises the Termination Option with respect to less than all such sumsof the Premises, any other amounts due then, effective as of the 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 owing the share of capacity of the Supplemental Emergency Generator System that Tenant has the right to use under Section 3.14 hereof shall be decreased by the capacity of the Supplemental Emergency Generator System that is then dedicated to the Terminated Space. If Tenant exercises the Termination 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 understanding, however, that the failure of the parties to execute and deliver any other such amendment shall not impair the effectiveness of Tenant’s obligations or liabilities accruing prior to 's exercise of the date of termination shall survive any such termination. Termination Option.

Termination Option. Tenant shall have may at its option terminate this Lease in its entirety (the one-time right to terminate the Lease "Termination Option") effective as of the end first day of the thirty-sixth full fourth Lease Year (the "Early Termination Date") by delivering notice of its intent to terminate (the "Termination Notice") to Landlord at least six (6) calendar month following months before the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Early Termination Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (as hereinafter defined) ). If Tenant fails to timely deliver its Termination Notice and which notice shall specify pay the termination date; provided howeverTermination Fee, if Tenant is in Default at will be deemed to have waived such Termination Option. If there are any time hereunder beyond any applicable cure period (whether before uncured defaults by Tenant as of the date Tenant delivers the Termination Notice or after as of the termination notice)Early Termination Date, at Landlord’s option, such termination election the Termination Option shall be null and void, and Landlord may use any portion the Lease shall remain in effect. If Tenant properly exercises its Termination Option, this Lease shall terminate as of the Early Termination Fee paid to offset against any amounts owed by Tenant under the LeaseDate. The "Termination Fee is Fee" shall be an amount equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (iia) the unamortized portion costs (to be amortized over a period of the cost five years at an annual interest rate of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor 10%) of any brokerage commissions in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee Lease and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition tenant improvements to the Termination FeePremises paid for by Landlord, shall remain obligated for all Basic Monthly including from Landlord's Contribution as set forth in Appendix C; and (b) twelve (12) monthly payments of then Base Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .SIGNATURES APPEAR ON FOLLOWING PAGE

Termination Option. Tenant may elect to terminate this Lease (“Termination Option”) effective on the last day of the 41st full calendar month of the Initial Term, referred to herein as the “Early Termination Date”. To effectively exercise Tenant’s Termination Option, Tenant shall have give Landlord written notice (“Tenant’s Notice”) at least six months prior to the oneEarly 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 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 Early Termination Date at such time as such obligation is determined. Tenant’s right to terminate the Lease effective as pursuant to this Termination Option is personal to Tenant and may not be assigned. In the event of an assignment of the end Lease or a subletting or vacation of more than 25% of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration Premises or upon Tenant’s exercise of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Expansion Option or Construction Option, which notice (in order to be valid) shall be accompanied by payment of the this Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant Option is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

Termination Option. If the Substantial Completion Date has not occurred on or before the date which is 120 days after the Commencement Date (the "Outside Completion Date"), then Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) five (5) Business Days after the Outside Completion Date; and (ii) the Substantial Completion Date. In such event, this Lease shall be deemed null and void and of no further force and effect and, so long as Tenant has not previously defaulted under any of its obligations under the Work Letter, Landlord shall return the Security Deposit to Tenant as described in this Lease, Landlord shall reimburse to Tenant any Base Rental and Tenant's Pro Rata Share of Taxes and Operating Expenses paid by Tenant for the period commencing as of the Commencement Date through the date of termination described above for any portion of the Premises not occupied by Tenant during such period, and the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. Landlord and Tenant acknowledge and agree that the Outside Completion Date shall be postponed by the number of days the Substantial Completion Date is delayed due to events of Force Majeure. Further, if Landlord shall be delayed in substantially completing the Landlord Work in the Premises as a result of any Tenant Delays (defined below), then, for purposes of determining the Substantial Completion Date, the date of substantial completion of the Landlord Work in the Premises shall be deemed to be the day that said Landlord Work would have been substantially completed absent any such Tenant Delay(s) . Notwithstanding anything herein to the contrary, if Landlord determines that it will be unable to cause the Substantial Completion Date to occur by the Outside Completion Date, Landlord shall have the right to immediately cease its performance of the Landlord Work and provide Tenant with written notice (the "Outside Extension Notice") of such inability, which Outside Extension Notice shall set forth the date on which Landlord reasonably believes that the Substantial Completion Date will occur. Upon receipt of the Outside Extension Notice, Tenant shall have the one-time right to terminate the this Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving providing written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to within five (5) Business Days after the date of termination the Outside Extension Notice. If Tenant does not terminate this Lease within such five (5) Business Day period, the Outside Completion Date shall survive any such termination. automatically be amended to be the date set forth in Landlord's Outside Extension Notice.

Termination Option. 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 one-time right to terminate originally named Tenant or a Permitted Transferee; and (iv) Tenant has not expanded the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following Premises after the Commencement Date (time being other than in connection with the ROFO (as defined below) prior to the 56-month anniversary of the essence hereinCommencement Date), Xxxxxx 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 (“Termination Option”). “Termination Date” means the day immediately prior to the 104th-month anniversary of the 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 (“Termination Notice”), together with the Termination Payment (as defined below). The Termination Notice and the Termination Payment must be received by Landlord no later than the date that is 12 calendar months prior to the Termination Date, failing which notice the Termination Option is deemed waived (provided Landlord reserves the right to waive in order 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 be validthis Lease: (i) shall be accompanied brokerage commissions and reasonable attorneys’ fees paid by 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 Xxxxxx’s exercise of the ROFO. Tenant’s payment of the Termination Fee (hereinafter defined) and which notice shall specify Payment is a condition precedent to the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after of this Lease on the termination notice), at Landlord’s option, such termination election shall be null and voidTermination Date, and Landlord may use any portion of such obligation survives the Expiration Date. Tenant acknowledges and agrees that the Termination Fee paid Payment is not a penalty and is fair and reasonable compensation to offset against any amounts owed by Tenant under Landlord for the Lease. The Termination Fee is equal to the sum loss of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to expected rentals from Tenant. The Termination Fee shall be calculated Payment is payable only by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (wire transfer or if incurred in connection with any Lease amendment, amortized over the portion ACH. Time is of the Term commencing essence with respect to the effective dates and deadlines set forth herein. Notwithstanding the foregoing, if at any time during the period on or after the date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. TenantTermination Notice, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date Termination Date, there is an Event of terminationDefault, even though such amounts then Landlord may be billed subsequent elect, but is not obligated, by written notice to such date. Tenant to cancel and declare null and void Tenant’s obligationsexercise of the Termination Option, in which case this Lease shall continue in full force and effect for the full Term unaffected by Tenant’s exercise of the Termination Option. As of the date Tenant delivers the 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 Landlord’s rights any and remedies (including all outstanding tenant improvement allowance not properly claimed by Tenant in accordance with this Lease shall immediately terminate and are automatically, without limitationfurther action required by any party, null and void and of no force or effect. If Tenant timely and properly exercises the right to recover reasonable attorneys fees as permitted by Termination Option in accordance with this Lease), with respect to all such sums, any other amounts due paragraph and owing to Landlord and any other has not negated the effectiveness of Tenant’s obligations or liabilities accruing prior exercise of the Termination Option pursuant to the date of termination foregoing, this Lease and the Term shall survive any such termination. .come to an end on the

Termination Option. (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 effective with regard to the entire Premises, as of the end of the thirty-sixth full calendar month following the Commencement Dateset forth below, by giving upon prior written notice to Landlord (the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein“Termination Notice”), which notice (in order to be valid) . The Termination Notice shall be accompanied by delivered to Landlord, if at all, no later than February 28, 2030. If Tenant timely delivers the Termination Notice and timely makes payment to Landlord of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination noticedefined below), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion then the Term of the Lease shall terminate with respect to the entire Premises on February 28, 2031 (the “Termination Fee paid to offset against any amounts owed by Tenant under Date”). (b) Within thirty (30) days after Xxxxxxxx’s receipt of Termination Notice from Tenant, Landlord shall calculate a termination fee (the Lease. The “Termination Fee is equal to Fee”) in the amount of the sum of (i) four (4) months the unamortized amount of Rent then being the brokerage commissions and attorneys’ fees paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)Landlord related to this Amendment, plus (ii) the unamortized portion amount of the cost 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 leasehold improvementsabated 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 ending on the Expiration Date, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Leaseat an assumed interest rate of eight percent (8%) per annum. Upon request, Landlord Tenant shall calculate pay the Termination Fee and provide the amount thereof to TenantLandlord in two equal installments. The Termination Fee first installment shall be calculated by payable to Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term within thirty (or if incurred in connection with any Lease amendment, amortized over the portion 30) days after Xxxxxx’s receipt of the Term commencing with the effective date for the initial full monthly payment Landlord’s calculation of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, ; the second installment shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing payable to Landlord no later than the Termination Date. (c) The Termination Option as defined and any other of Tenant’s obligations or liabilities accruing prior set forth in the Schedule to the date Original Lease and the Termination Option as defined and set forth in Section 1 of termination the Second Amendment are hereby deleted and shall survive any such termination. be of no further force or effect.

Termination Option. (a) Tenant shall have the one-time a conditional right to terminate this Lease (the Lease effective “Termination Option”) as of the end last day of the thirty-sixth fifth (5th) 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 following months prior to Tenant’s desired early termination date, which Termination Notice must specify Tenant’s desired early termination date (the Commencement “Early Termination Date”); (ii) at the time of Tenant’s Termination Notice and as of the Early Termination Date, there is no default by giving written Tenant under the Lease beyond any applicable notice and cure period; (iii) at the time of Tenant’s Termination Notice, Tenant has not exercised the Renewal Option granted in Paragraph 9 above; and (iv) Tenant pays to Landlord, as Additional Rent under the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Lease, which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination noticeas defined below), at Landlord’s option, such termination election shall which Termination Fee must be null and void, and paid to Landlord may use any portion of within twenty (20) days after Tenant delivers the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. Notice. (b) The Termination Fee is shall be equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost Landlord’s Costs as of the Early Termination Date. For the purpose of determining the unamortized portion of the Landlord’s Costs, all leasehold improvementssuch Landlord’s Costs, leasing commissionsalong with interest thereon at eight percent (8%) per annum, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall will be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions 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. (or if incurred in connection with any c) If Tenant properly exercises the Termination Option and the conditions applicable thereto have been satisfied, the Lease amendmentshall be deemed terminated on the Early Termination Date, amortized over the portion Tenant shall return possession of the Term commencing Premises to Landlord in broom clean condition and in accordance with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as terms of the effective date of termination. TenantLease, in addition to and the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent parties respective rights and other sums due obligations under the Lease up to and including the effective date of terminationshall terminate, even though such amounts may be billed subsequent except for those obligations which accrue prior to such date. Tenant’s obligations, Early Termination Date and Landlord’s those rights and remedies obligations which expressly, or by their nature, survive the termination of the Lease (including without limitation, all indemnification obligations). If Tenant properly exercises the right Termination Option and subsequently fails to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due timely and owing properly vacate the Premises and return possession thereof to Landlord and any other of Tenant’s obligations on or liabilities accruing prior before the Early Termination Date, Tenant shall be deemed to be holding over in the Premises, which holdover shall be subject to the date holdover provisions of termination shall survive any such termination. the Lease.

Termination Option. Notwithstanding anything to the contrary contained in the Amended Lease, Tenant shall will have the one-time right option to terminate and cancel the Amended Lease (“Termination Option”), effective as of 11:59 p.m. on the end last day of the thirty-sixth sixtieth (60th) full calendar month following of the Commencement Extended Term (i.e., August 31, 2030) (“Termination Date”), by giving written notice delivering to Landlord, on or before the Landlord date which is six (6) months prior to the expiration Termination Date (i.e., on or before February 28, 2030), 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 in addition to Tenant’s obligation to satisfy all other monetary and non-monetary obligations arising under the Amended Lease through to the Termination Date, Tenant shall pay to Landlord the following “Termination Consideration”: the then unamortized value (amortized on a straight-line basis over the last 76 months of the twenty-seventh full calendar month following the Commencement Date (time being Extended Term) of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being brokerage commissions paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor Landlord in connection with this Lease. Upon requestAmendment, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) plus interest on said foregoing costs at the rate of nine percent (9%) 8% per annum (compounded annually) annum. The Termination Consideration shall be due and then determining the unamortized portion thereof as payable by Tenant to Landlord concurrently with Tenant’s delivery of notice to Landlord of the effective date exercise of termination. Tenant, in addition to the Termination Fee, shall remain obligated for Option. If Tenant properly and timely exercises its Termination Option and properly and timely delivers the Termination Consideration to Landlord as set forth above and satisfies all Basic Monthly Rent, Additional Rent other monetary and other sums due non-monetary obligations under the Amended Lease up to and including the effective date of terminationincluding, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the provisions regarding surrender of the Premises, all of which must be accomplished on or before the Termination Date, then the Amended Lease will terminate as of midnight on the Termination Date. The right to recover reasonable attorneys fees as permitted exercise the Termination Option is personal to the original Tenant executing this Amendment (the “Original Tenant”) any Permitted Transferee and may only be exercised by this Lease), with respect to all such sums, Original Tenant or any Permitted Transferee and not by any other amounts due and owing to Landlord and any assignee, sublessee or other transferee of Tenant’s obligations interest in the Amended Lease) and is only available if Original Tenant or liabilities accruing prior to any Permitted Transferee occupies the date of termination shall survive any such termination. entire Premises.

Termination Option. 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 shall have the one-time right to may terminate the this Lease effective as of October 31, 2008 (the end "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 thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment amount of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination noticedefined below), at Landlord’s option, such termination election within ninety (90) days following the Commencement Date for the Initial Premises. Tenant shall be null and void, and pay the Termination Fee in cash or immediately available funds to Landlord may use any portion concurrently with the delivery of the Termination Fee paid to offset against any amounts owed by Tenant under the LeaseNotice. The term "Termination Fee is Fee" shall mean an amount of money equal to the sum of (i) four (4) months of Rent then being brokerage commission paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor to Tenant's Broker in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to TenantThird Amendment. The Termination Fee shall be calculated fully earned by Landlord by first amortizing the cost upon its delivery and shall be non-refundable to Tenant for any reason. Notwithstanding Tenant's early termination of all leasehold improvementsthis Lease pursuant to this paragraph, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, Tenant shall remain obligated liable for all Basic Monthly Rent, Additional Rent and other sums due obligations which accrue under the this Lease up to through and including the effective date of termination, even though such amounts may be billed subsequent to such dateEffective Termination Date. Tenant’s obligations'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 to terminate this Lease. The termination option hereby granted to Tenant is personal to Tenant, and Landlord’s rights and remedies (including without limitationany assignment or subletting by Tenant of the Lease, or any termination of the right to recover reasonable attorneys fees as permitted by Lease not in accordance with this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other Section shall terminate the termination option of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Tenant hereby granted.

Termination Option. Tenant shall have the one-time right an option to terminate this Lease (the “Termination Option”) for a period commencing on the Lease effective as Commencement Date and ending on the fourth (4th) anniversary of the end of Rent Commencement Date (the thirty-sixth full calendar month following “Termination Option Period”). Tenant shall be entitled to exercise the Commencement Date, Termination Option by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following Termination Option Period. If Tenant exercises the Termination Option, (a) the termination of the Lease shall be effective as of the fifth (5th) anniversary of the Rent Commencement Date (time being the “Termination Date”), (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 the remaining unamortized portion of the essence hereinTenant Improvement Allowance, the remaining Additional Allowance, if any, and leasing commissions (the “Termination Penalty”), which notice based on an eighty-four (in order to be valid84) 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 accompanied pro rated based on the actual rentable square footage leased by payment Tenant under this Lease on the Termination Date. Tenant’s right to exercise the Termination Option shall be subject to the conditions that (i) 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 and (ii) Tenant shall not be in Default under the Lease beyond any applicable cure period provided in the Lease at the time Tenant exercises the Termination Fee (hereinafter defined) Option and which notice shall specify through the termination date; provided howeverTermination Date, and if Tenant is in Default at any time hereunder beyond any applicable cure period (during such period, then any effort to exercise the Termination Option, whether occurring before or after the termination notice)any such Default by Tenant, at Landlord’s option, such termination election shall be null and void. Notwithstanding the foregoing to the contrary, and Landlord in the event Tenant is in Default but is diligently pursuing the cure of such default, Tenant may use any portion of exercise the Termination Fee paid to offset against any amounts owed Option provided that such Default is cured by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on within a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor reasonable time thereafter but in connection with this Lease. Upon request, Landlord shall calculate no event later than the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. Date.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time right option (the “Termination Option”) to terminate the Lease this Lease, effective as of April 30, 2025 (the end of the thirty-sixth full calendar month following the Commencement “Termination Date”), by giving providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord not later than May 1, 2024 (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the expiration Termination Notice Deadline, this Termination Option shall expire and be of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)no further force or effect, which notice (in order and Tenant shall have no right or option to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default terminate this Lease pursuant to this Special Stipulation No. III at any time hereunder beyond any applicable cure period (whether before or after the Termination Notice Deadline. As a condition precedent to any termination notice)of this Lease pursuant to the provisions of this Special Stipulation No. III, at Landlordin addition to Tenant’s optiondelivery of its Termination Notice, such termination election shall be null and void, and Tenant must have delivered to Landlord may use any portion of no later than the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is Date, an amount as a termination fee equal to the sum of (i) four six (46) months of the then current Basic Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs)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 unamortized portion applicable time period as further described below. The general definition of the cost of all leasehold improvements“Transaction Costs” means generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, attorney 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, rental abatements 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 other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if commissions incurred in connection with any Lease amendmentthe Leased Premises, which shall be amortized over the portion of 180-months in the Term following the 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 with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of on the effective date of terminationTenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. TenantIt 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 addition 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 FeeDate, shall remain obligated for all Basic Monthly Rentincluding, without limitation, Additional Rent and other sums due under that accrues pursuant to the Lease up to and including terms of this Lease, with all of such obligations surviving the effective date early termination of termination, even though such amounts may be billed subsequent to such datethis Lease. Tenant’s obligationsrights 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, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to First Refusal Right in Special Stipulation No. I.4. above shall thenceforth be void and of no further force and effect as of the date of termination shall survive any such termination. the Termination Notice.

Termination Option. 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 one-time right an option to terminate the 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 exercise of its option to terminate this Lease (the "Termination Notice") to Landlord on or before the 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 end of the thirty-sixth full calendar month following the Commencement 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 giving written notice to the Landlord Tenant prior to the expiration Early Termination Date. In the event the Tenant fails to completely vacate the Premises and surrender possession thereof to Landlord in accordance with the terms and conditions of this Lease on or prior to the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein)Early Termination Date, which notice (in order to be valid) such failure shall be accompanied treated as a holding over by payment 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 (hereinafter defined) and which simultaneously with the delivery of the Termination Notice, Landlord may elect, upon notice shall specify given to Tenant, to declare the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be Termination Notice null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) shall continue in full force and then determining the unamortized portion thereof effect as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by if Tenant had not exercised this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. right.

Termination Option. Landlord hereby grants to Tenant shall have the a one-time right option to terminate this Lease with respect to the Lease effective as of entire (but not less than the entire) Leased Premises upon the end of the thirty-sixth full calendar month following fifth (5th) year of the Commencement Lease Term (“Termination Date, by giving ”) with no less than nine (9) months prior written notice to the Landlord prior to the expiration by Tenant of its exercise of the twenty-seventh full calendar month following the Commencement Date (time being 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 essence herein), which notice (in order to be valid) shall be accompanied by payment amount of the Termination Fee costs of all unamortized Tenant improvements, commissions and actual documented third party costs incurred by Landlord as a result of the termination. Landlord shall use a 10% discount rate in calculating such fees. Within thirty (hereinafter defined30) and which notice days of the Lease Commencement, Landlord shall specify provide Tenant with a written statement of the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection fees due with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion ’s exercise of the Term commencing with foregoing option to terminate this Lease is subject to the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as condition that Tenant is not in default under any of the effective date terms, covenants or conditions of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all 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 Date of such sums, any other amounts due and owing option. Tenant shall deliver the Leased Premises to Landlord on or before the Termination Date in accordance with the terms and any other conditions of this Lease the same as if such Termination Date were the original expiration date of the Term of this Lease. Tenant shall continue to pay Base Rent and Additional Rent and keep, perform and observe all of the terms, covenants and conditions on Tenant’s obligations or liabilities accruing prior part to be kept, performed and observed as provided herein for the period between the date written notice of termination shall survive any such termination. an election to terminate is given and the Termination Date.

Termination Option. Tenant shall have the one-time right to terminate this lease ("Termination Option") after January 1, 2000 on the Lease effective following terms and conditions: 1. Such right is conditioned upon there being no default as of the end date of going of the thirty-sixth full calendar month following notice of termination as described infra, 2. At lease six months prior to the Commencement Dateproposed termination date, by giving Tenant gives written notice to Landlord of its exercise of the Landlord Termination Option (the "Termination Notice") which notice is accompanied by the Termination Fee as defined and calculated in paragraph 5 infra, 3. Tenant 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 Notice is given February 1, 2000 for a Termination date of August 1, 2000, then rent and additional rent shall be paid February 1, March 1 and April 1; three months rent and additional rent shall be paid April 20 and Tenant shall vacate on April 30, 2000, 4. The Tenant vacates and surrenders the Premises and leaves it in a broom-clean condition three months prior to the expiration of Termination Date. It is agreed and understood that Landlord may re-rent the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at demised premises commencing any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of Tenant vacates the Termination Fee paid to offset against any amounts owed by Tenant under the LeasePremises. 5. The Termination Fee is equal to the unamortized amount as of the date of the Termination Notice of the sum of (i) four (4) months of Rent then being paid by Tenant the costs relating to tenant improvement work plus interest as shown on a monthly basis (including without limitation estimated pass-throughs)the attached schedule. For example, plus (ii) using the unamortized portion of the cost of all leasehold improvementsdates set forth in paragraph 3, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide would be the amount thereof to Tenant"Principal Balance" on the attached schedule after the 13th payment, the February 1, 2000 payment, or $10,820.39; 6. The Termination Fee shall be calculated by Landlord by first amortizing the cost of If Tenant performs all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with foregoing conditions in a timely and satisfactory manner, Landlord and Tenant shall enter into a written Lease Termination Agreement reflecting the effective date for the initial full monthly payment termination of Rent for the this Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date Termination Date. Owner BRIDGE STREET PROPERTIES, LLC By: One Bridge Street Corporate Manager By: /s/ Xxxxxxx Xxxxxxxx -------------------- Xxxxxxx Xxxxxxxx, President Tenant By: /s/ Xxxxxx Xxxx --------------- 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 termination. 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-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, 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 in addition 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 Termination Fee, provisions of the within lease. The undersigned further covenants and agrees that this guaranty shall remain obligated for all Basic Monthly Rentand continue in full force and effect as to any renewal, Additional Rent modification or extension of this lease and during any period when Tenant is occupying the premise as "statutory tenant." As a further inducement to Owner to make this lease and in consideration thereof, Owner and the undersigned covenant and agree that in any action or proceeding brought by either Owner or the undersigned against the other sums due under on any matters whatsoever arising out of, under, or by virtue of the Lease up terms of this lease or of the guarantee that Owner and the undersigned shall and do hereby waive trial by jury. Notwithstanding anything else contained herein, this guarantee shall be limited to _____ months rent and including the effective date of termination, even though such amounts may be billed subsequent to such dateadditional rent. Tenant’s obligations, and Landlord’s rights and remedies Tenant ___________________________ Witness __________________________ EXHIBIT B SCOPE OF WORK I. 10. EXHIBIT C2 (including without limitation, the right to recover reasonable attorneys fees as permitted by this LeaseEXAMPLE ONLY), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .