Common use of Termination Option Clause in Contracts

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease with respect to the entire Premises (the “Termination”), effective as of the last day of the seventh (7th) full calendar 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 following terms and conditions are not timely and completely satisfied, 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 Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewith.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4Notwithstanding anything else herein contained, Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease with respect to the entire Premises effective as of (the “TerminationEarly Termination Date”), effective as of the last day of the seventh (7th) full calendar 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 subject to the following terms and conditions conditions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 a) Tenant shall give Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable its election to exercise terminate the Termination Option at least nine (9) Lease not less than 12 months prior to the Early Termination Date Date; (time being of the essence). 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 Leaseb) 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount Landlord, in consideration for such early termination, a fee equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being sum of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs following: (defined belowi) as of the Termination Date, as determined monthly Rent paid by Landlord, based upon an amortization period from the Lease Commencement Date until the Expiration Date (amortized with interest at five percent (5%Tenant pursuant to Articles 5(a) per annum) plus six (6) months of Base Rent (including parking chargesand 5(b) for the 6-month period immediately following preceding months, plus (ii) the Termination Date. The term “Leasing Costs” shall mean the sum unamortized balance of (x) all the funds actually disbursed by Landlord pursuant to [Tenant Improvement/Moving Allowance] and (y) brokerage commissions paid by Landlord in connection with this Lease with respect to (which, for these purposes, shall be amortizable over the original Term). Payment of 50% of the termination fee shall accompany the notice of early termination, and the remaining 50% shall be paid at least 30 days prior to the entire Premises, plus Early Termination Date. (yc) No Event of Default shall have occurred and be in existence on the Tenant Improvement Allowance, plus date of Tenant’s notice of its election to exercise this early termination option or during the period from and including the date of such notice through and including the Early Termination Date. (zd) Tenant’s notice of early termination shall automatically nullify Landlord’s obligation to make funds available for painting and other renovations at the amount end of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay month of the Termination Fee Term pursuant to Landlord as set forth herein thenArticle , at Landlord’s option, in addition to and all other rights and remedies of Landlordoptions (if any) Tenant may have to renew, (A) the Termination Option (and Termination Notice) shall be null and void with no force and effectextend, and this Lease shall continue in full force and effect as if Tenant had not elected to terminate or otherwise modify this Lease, and/or (B) Landlord may treat the same as an event of Default under this Lease and Landlord may pursue all of its available rights and remedies in connection therewith.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-a one (1) time option to terminate this Lease (the “Termination Option”) to terminate this Lease with respect to the entire Premises (the “Termination”), effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date 11:59 p.m. on March 31, 2032 (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 ). The Termination Date shall be July 31, 2026), upon Option is granted subject to the following terms and conditions conditions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlorda) Tenant gives Landlord a written notice of Xxxxxx’s option, election to exercise 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 ), which Termination Option at least Notice shall be given not later than nine (9) months prior to the Termination Date (time being June 30, 2031), TIME BEING OF THE ESSENCE. Tenant may request for a determination by Landlord of the essence).Termination Fee (as hereinafter defined) on or after December 31, 2030 and Landlord agrees to provide such determination of the Termination Fee within ten (10) business days of Tenant’s request; 2.4.2 There shall exist no event of (b) Tenant is not in Default under the this Lease (beyond the expiration of any applicable notice and cure periods set forth in this Lease) either on the date Landlord receives of Tenant’s exercise of the Termination Notice or Option or, unless waived in writing by Landlord, on the Termination Date Date; (provided that either of such conditions may be waived by Landlord in Landlord’s sole and absolute discretion). 2.4.3 c) Tenant shall pay pays to Landlord an amount equal to fifty percent (50%) of the Termination Fee (defined belowherein) in immediately available funds on or before together with delivery of the Termination Date Notice and the other fifty percent (time being 50%) of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs Fee not later than thirty (defined below30) as of days prior to the Termination Date, 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) TIME BEING OF THE ESSENCE for the 6-month period immediately following the Termination Dateeach payment. 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 Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewith.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time option (the “Termination Option”) may elect to terminate this Lease with respect to the entire Premises (the “Termination”), "Early Termination Option") effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date May 31, 2017 (the “"Early 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 following terms and conditions are not timely and completely satisfied, 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 by giving Landlord prior written notice (the “"Tenant's Early Termination Notice”) of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 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 before August 31, 2016, provided that: (provided that either of such conditions may be waived by Landlord in Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below1) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Early Termination Date, as determined by Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord concurrently with Tenant's Early Termination Notice a termination fee equal to (a) $24,009.00 (2 months of Basic Rent), plus (b) 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 Landlord's leasing costs (including without limitation all leasing commission charges, the Abated Rent, and the Allowance), based upon an amortization period from the Lease Commencement Date until the Expiration Date (amortized on amortizing such costs with interest thereon at five percent (5%) the rate of 6% per annum) plus six (6) , in equal installments of interest and principal over the last 36 months of Base Rent (including parking charges) for the 6-month period immediately following initial Term. Tenant's right to exercise this 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. The term “Leasing Costs” shall mean If this Early Termination Option is timely exercised, then Tenant will deliver possession of the sum Premises to Landlord on the Early Termination Date in accordance with the terms of (x) all brokerage commissions paid by Landlord in connection with this Lease with respect and all other terms will apply as if this Lease had expired according to its terms, including Tenant's Share of Expenses attributable to periods prior to the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount of the Rent Abatement (Early Termination Date at such time as defined in Section 3.2 below)such obligation is determined. If Tenant does not fails to timely pay the Termination Fee give notice, then Tenant will be deemed to Landlord as set forth herein then, at Landlord’s option, in addition have waived its right to all other rights and remedies of Landlord, (A) the terminate pursuant to this Section. This Early Termination Option is personal to Tenant (and Termination Noticenot to any assignee or subtenant) shall and may not be assigned, it being agreed such right is not appurtenant to the Premises or this Lease; upon a Transfer of the Lease by Tenant, this Section is null and void 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 pursue all of its available rights and remedies in connection therewithvoid.

Termination Option. Subject to Effective as of October 1, 2019, Article 41 of the terms Lease, Paragraph 10 of the Fourth Amendment, and conditions set forth Paragraph 9 of the Fifth Amendment are hereby deleted in this Section 2.4, their entirety and Tenant shall have the one-time following termination option (the “Termination Option”): (a) to terminate this Lease with respect to the entire Premises So long as (the “Termination”), effective as of the last day of the seventh (7thi) full calendar 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, is then the Termination Date shall be July 31, 2026), upon the following terms and conditions (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further in full force and effect): 2.4.1 ; and (ii) no default by Tenant shall give Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 2.4.2 There shall exist no event of Default under the Lease (beyond after the expiration of any applicable notice and cure periods set forth in this then exists under the Lease) on , Tenant shall have the date right upon the delivery of irrevocable notice to Landlord receives delivered not later than October 1, 2025 (the “Termination Notice Deadline”) to terminate the Lease as to all or any portion (as determined by Tenant in its sole and absolute judgment) of the Remaining Premises with an effective date of September 30, 2026 (the “Termination Date”), in which case the Lease shall terminate on the Termination Date (as to all or such portion of the Remaining Premises. In the event that Tenant elects to terminate the Lease as provided that either of such conditions may be waived by Landlord in Landlord’s sole and absolute discretion). 2.4.3 herein, Tenant shall pay to Landlord an amount on the Termination Date a termination fee (the “Termination Fee”) equal to the sum of: (a) the unamortized portion of the commission paid to Broker (as such term is defined in Paragraph 21 below) solely with respect to this Sixth Amendment (provided that Landlord has delivered to Tenant a true, correct and complete copy of the fully-executed agreement and all amendments thereto executed by Landlord and Broker evidencing the commissions, fees and other sums paid by Landlord to Broker); (b) the unamortized portion of the Cash Payment (as such term is defined in Paragraph 19 below) given to Tenant; and (c) the unamortized portion of the Rent Abatement provided under Section 5 of this Sixth Amendment. The amounts described in the preceding sentence shall be amortized on a straight-line basis and shall include an interest factor of seven (7%) percent per annum for the time period from the Termination Date to the Expiration Date. In the event that Tenant elects to terminate only a portion of the Remaining Premises, the Termination Fee shall be prorated based upon the ratio of the square footage terminated to the square footage remaining. The Termination Fee shall be due and payable by Tenant on the Termination Date. (defined belowb) If Tenant fails to exercise the Termination Option on or prior to the Termination Notice Deadline or to pay the Termination Fee on or prior to the Tenant Termination Date, Tenant shall have no further right to terminate the Lease. (c) If Tenant properly exercises the Termination Option and pays the Termination Fee in immediately available funds accordance with this Paragraph 14, then on or before the Termination Date (time being Date, Tenant will deliver up possession to Landlord of the essence)Remaining Premises which is the subject of such termination in accordance with the provisions of the Lease. (d) The Termination Option is personal to Tenant and is not assignable. The “Termination Fee” shall mean Option will terminate and be of no further force or effect upon the unamortized Leasing Costs (defined below) as assignment or sublet of all or any portion of the Termination DateRemaining Premises by Tenant, 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 but only with respect to the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount that portion of the Rent Abatement Remaining Premises actually assigned or sublet (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the such Termination Option (and Termination Notice) shall be null and void with no force and effect, and this Lease shall continue remaining in full force and effect as if Tenant had to any portion of the Remaining Premises 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 pursue all of its available rights and remedies in connection therewithactually assigned or sublet).

Termination Option. 30.1 Subject to the terms and conditions set forth in provisions of this Section 2.4Article XXX, Tenant shall have the one-time option (the “Termination Option”) right, exercisable at its option, to terminate this Lease with respect to effective at the entire Premises (the “Termination”), effective as expiration of the last day of the seventh eighth (7th8th) full calendar year that follows the Lease Commencement Date (the “Termination Date”) only (but on no other date) (for illustration purposes onlyYear; provided, however, if the Lease Commencement Date occurs on August 1Term is extended to include the Abatement Extension Period in accordance with the terms of this Lease, 2019then such termination right will be effective at the date that is two (2) years prior to the end of such extended Lease Term (as compared to the expiration of the eighth (8th) Lease Year). Notwithstanding the foregoing terms of this Section 30.1, if at any time, Tenant elects to renew the term of this Lease in accordance with the terms of this Lease, then the Termination Date shall termination option granted by the terms of this Article XXX will automatically terminate and be July 31, 2026), upon the following terms and conditions (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with of no further force and effect): 2.4.1 . Tenant shall give have no right to terminate this Lease if an Event of Default exists at the time Tenant exercises its termination right hereunder. 30.2 Tenant may exercise its right of termination under this Article XXX by (i) giving Landlord written an irrevocable notice of termination at least twelve (12) months prior to the date on which this Lease shall be so terminated (the “Termination Notice”) of Tenant’s unconditional and irrevocable election (ii) paying to exercise Landlord, at the Termination Option at least nine (9) months prior to the Termination Date (same time being of the essence). 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 as it delivers its Termination Notice or on to Landlord, a termination payment (the “Termination Date (provided that either of such conditions may be waived by Landlord in Landlord’s sole and absolute discretionPayment”). 2.4.3 Tenant shall pay to Landlord . The Termination Payment is an amount equal to the Termination Fee sum of (defined belowa) the unamortized portion (amortized over a straight line basis over the number of months in immediately available funds on or before the Termination Date (time being initial Term of the essenceLease (including the Abatement Extension Period if applicable). The “Termination Fee” shall mean , or if such amount was provided after the unamortized Leasing Costs (defined below) as date of this Lease, over the remaining initial Term of the Termination Date, as determined by Landlord, based upon an amortization period Lease (including the Abatement Extension Period if applicable) from the Lease Commencement Date until date so provided), at the Expiration Date (amortized with interest at five rate of ten percent (510%) 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 (x1) all tenant improvement allowances provided by Landlord to Tenant pursuant to the terms of this Lease, (2) any brokerage commissions paid by Landlord in connection with this Lease with respect (capped at 3.75% of an amount equal to the entire PremisesBase Rent for the full Lease Term less any abated Monthly Base Rent, including any Base Rent for additional space leased by Tenant), and (3) any unamortized elective tenant improvement allowances pursuant to Section 5(b) of the Work Agreement attached hereto as Exhibit B, and, plus (yb) an amount equal to four (4) full months of Monthly Base Rent first occurring after the effective date set forth in the Termination Notice. Landlord agrees to provide Tenant Improvement Allowance, plus (z) the amount with a written calculation of the Rent Abatement Termination Payment within thirty (as defined in Section 3.2 below). 30) days of Tenant’s request for such calculation. 30.3 If Tenant does not timely pay the Termination Fee Notice is not given timely or if the Termination Payment is not made timely to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) Tenant’s right of cancellation shall be null and void with of no force and effect, or effect and this Lease shall continue through the full Lease Term. If the Termination Notice is given timely and the Termination Payment is made timely, this Lease shall terminate on the effective date set forth in full force the Termination Notice. In such event, the effectiveness of such termination shall not be impacted, and effect as if Tenant had shall not elected owe any additional payment to terminate Landlord, notwithstanding either party’s subsequent determination that the amount of the Termination Payment was inaccurate. 30.4 Notwithstanding anything to the contrary in this Article XXX, Tenant shall remain liable for any payments which may become due under the Lease prior to the effective date of termination of this Lease. 30.5 The provisions of this Article XXX are personal to Blackboard Inc. and any Permitted Transferee that has assumed in writing all of Blackboard, and/or (B) Landlord may treat the same as an event of Default Inc.’s obligations under this Lease in its entirety, and Landlord may pursue all be exercised only by Blackboard Inc. and such Permitted Transferee and not by any assignee or other subtenant of its available rights and remedies in connection therewith.Blackboard Inc.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time option (the “"Termination Option”") to terminate this the Lease with respect to the entire Expansion Premises (the “Termination”), effective as of the last day of the seventh (7th) full calendar 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 provisions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, a) Tenant gives Landlord prior written notice ("Termination Notice") of Tenant's exercise of the Termination Option shall be null and void with no further force and effect): 2.4.1 Tenant shall give Landlord written notice specifying an effective date for such termination (the “"Expansion Termination Notice”Date") of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least as a date not less than nine (9) months subsequent to Landlord's receipt of the Termination Notice. The Termination Notice shall not be effective unless accompanied by a termination fee ("Termination Fee") in certified funds in the amount set forth below: EXPANSION TERMINATION DATE TERMINATION FEE -------------------------- --------------- December 1, 1996-September 30, 1997 None October 1, 1997-September 30, 1998 $222,091.00 October 1, 1998-September 30, 1999 $202,735.00 October 1, 1999-September 30, 2000 $178,033.00 October 1, 2000-September 30, 2001 $151,240.00 October 1. 2001-September 30, 2002 $122,063.00 October 1, 2002-September 30, 2003 $90,070.00 The Termination Fee shall be earned by Landlord upon receipt and shall not be refundable under any circumstances. (b) Tenant is not in default under the Lease either on the date Tenant delivers the Termination Notice of at any time prior to the Expansion Termination Date Date. (time being c) The Termination Option herein granted shall automatically terminate upon the earliest to occur of (i) the expiration or termination of the essence)Lease, (ii) the termination of Tenant's right to possession of the premises or the Expansion Premises, (iii) any assignment or subletting by Tenant, or (iv) the failure of Tenant to timely or properly exercise the Termination Option. 2.4.2 There (d) Tenant shall exist no event of Default remain obligated to perform each and every term, covenant, condition and agreement to be performed by Tenant under the Lease (beyond Lease, including, without limitation, 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being obligation of the essence). The “Termination Fee” shall mean Tenant to pay all Rent and other payments which are the unamortized Leasing Costs (defined below) as obligation of the Termination Date, as determined by Landlord, based upon an amortization period from Tenant under 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) Expansion Premises through and including the Tenant Improvement Allowance, plus (z) the amount Expansion Termination Date. Tenant's exercise of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void in no manner affect Tenant's obligations under the Lease with no force and effect, and this Lease shall continue in full force and effect as if Tenant had not elected respect to terminate this Lease, and/or (B) Landlord may treat the same as an event of Default under this Lease and Landlord may pursue all of its available rights and remedies in connection therewithremaining premises.

Termination Option. Subject to Provided Tenant satisfies each of the terms and conditions set forth in this Section 2.48, Tenant shall have the one-time ongoing option (the “Termination Option”) to terminate this the Lease with respect regard to the entire Premises (the “Termination”)Expansion Space effective at any time after July 31, effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date 2015 (the “Termination Date”) only (but on no other date) (for illustration purposes only, if the Lease Commencement Date occurs on August 1, 2019, then ). In order to exercise the Termination Date shall be July 31Option, 2026), upon Tenant must satisfy each and every one of the following terms and conditions conditions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 a) Tenant shall must give Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election its intention to exercise terminate the Lease for the Expansion Space, which Termination Option Notice must be delivered to Landlord at least nine one hundred twenty (9120) months days prior to the Termination Date Date, (b) at the time being of the essence). 2.4.2 There Termination Notice Tenant shall exist no event of Default not be in default under the Lease (beyond the after expiration of any applicable cure periods, and (c) within seven (7) business days following Tenant’s receipt of notice and cure periods set forth in this Leasecontaining the calculation of the “Termination Fee” (as defined herein) 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 from Landlord’s sole and absolute discretion). 2.4.3 , Tenant shall pay to Landlord an amount a termination fee (“Termination Fee”) equal to the Termination Fee sum of (defined belowi) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) balance, as of the Termination Date, 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 (xA) all the cost of the Improvements in connection with this Fourth Amendment, and (B) the brokerage commissions paid by Landlord in connection with this Lease with respect to the entire Premises, plus Fourth Amendment. Amortization shall be calculated on a twenty-five (y25) the Tenant Improvement Allowance, plus (z) the amount month amortization schedule commencing as of the Rent Abatement Expansion Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of [***] percent (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A[***]%) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewithper annum.

Termination Option. Subject to Provided Tenant fully and completely satisfies each of the terms and conditions set forth in this Section 2.42.2, Tenant shall have the one-time option (the “Termination Option”) to terminate the Lease (as amended by this Lease with respect to the entire Premises (the “Termination”), Second Amendment) effective as of the last day of the seventh May 31, 2008 (7th) full calendar 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 . In order to exercise the Termination Date shall be July 31Option, 2026), upon Tenant must fully and completely satisfy each and every one of the following terms and conditions conditions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 a) Tenant shall must give Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election to its exercise of the Termination Option Option, which Termination Notice must be delivered to Landlord on or before August 31, 2007, (b) at least nine (9) months prior to the time of the Termination Date (time being of the essence). 2.4.2 There Notice, Tenant shall exist no event of Default not be in default under the Lease (beyond the as amended by this Second Amendment) after notice and expiration of any applicable notice cure periods, and cure periods set forth in this Lease(c) 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord a termination fee (“Termination Fee”) in the amount of Seven Hundred Forty-Five Thousand Dollars ($745,000.00). However, if as of the date of the Termination Notice, (1) Landlord has paid to Tenant the Proposition 13 Purchase Price pursuant to Section 5.4 below, then the Termination Fee shall be increased by that portion of the Proposition 13 Purchase Price applicable to the period after the Termination Date, or (2) Tenant has exercised its right of first offer pursuant to Article 32 of the Original Lease (as amended by Section 10 below), then the Termination Fee shall be increased by the sum of (A) the discounted present value (using a discount factor of ten percent (10%) per annum) of an amount equal to six (6) installments of monthly Basic Rental for the Termination Fee First Offer Space at the rate which would have been payable by Tenant for the First Offer Space for the first six (defined below6) in immediately available funds on or before months after the Termination Date and (time being of the essence). The “Termination Fee” shall mean B) the unamortized Leasing Costs (defined below) amount, as of the Termination Date, as determined of any out-of-pocket sums expended by LandlordLandlord in connection with any such expansion (including, based upon without limitation, any sums expensed by Landlord to improve the First Offer Space and any brokerage commissions incurred by Landlord in connection with such expansion) with such amortization to be calculated over an amortization period from the Lease Commencement Date effective date of Tenant’s lease of the First Offer Space until the Expiration Date (amortized May 31, 2011, based upon equal monthly payments of principal and interest throughout such amortization period, with interest imputed on the outstanding principal balance at five the rate of ten percent (510%) per annum. Fifty percent (50%) plus six of the Termination Fee must be paid by Tenant to Landlord concurrently with Tenant’s delivery of the Termination Notice (6as a further condition to Tenant’s exercise of the Termination Option), and the remaining fifty percent (50%) of the Termination Fee shall be paid by Tenant to Landlord within three (3) months after the date of Base Rent (including parking charges) for the 6-month period immediately following delivery of the Termination DateNotice. The term “Leasing Costs” shall mean the sum Tenant’s delivery of (x) all brokerage commissions paid by Landlord in connection with this Lease with respect to the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord shall not relieve Tenant of its obligation to make all other payments to Landlord due under the Lease (as set forth herein then, at Landlord’s optionamended by this Second Amendment) through the Termination Date. Notwithstanding anything contained in this Section 2.2 to the contrary, in addition the event Tenant fails to all other rights and remedies deliver the remaining fifty percent (50%) of Landlord, (A) the Termination Option Fee to Landlord within three (and 3) months after the date of delivery of the Termination Notice, Landlord shall have the option to either (i) shall be null and void with no force and effectdeem the Termination Notice rescinded, and in which case the Lease (as amended by this Lease Second Amendment) shall continue in full force and effect as if for the remainder of the Extended Term and Landlord shall forthwith refund to Tenant had not elected to terminate this Lease, and/or the initial fifty percent (B50%) of the Termination Fee previously paid by Tenant less any out-of-pocket expenses Landlord may treat have incurred in marketing and attempting to lease the same Premises to a successor tenant(s) after Landlord’s receipt of Tenant’s Termination Notice (e.g., advertising costs, costs of printing marketing materials and attorneys fees and space planning costs incurred in connection with potential transactions with a successor tenant(s)), or (ii) deem the Lease (as an event amended by this Second Amendment) terminated as of Default under this Lease the Termination Date and pursue any remedies Landlord may pursue all have against Tenant for failure to pay such portion of its available rights and remedies in connection therewiththe Termination Fee.

Termination Option. Subject In the event that Tenant validly exercises its option and Landlord is unable for any reason to provide Tenant with the terms and conditions set forth additional 7,000 square feet of space described in this Section 2.4, Tenant shall have 22.3(a) or the one-time option (the “Termination Option”) to terminate this Lease with respect to the entire Premises (the “Termination”additional 6,000 square feet of space described in Section 22.3(b), effective as of the last day of the seventh (7th) full calendar 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 in either such event Tenant's sole remedy against Landlord shall be July 31, 2026), upon the following terms and conditions (if the following terms and conditions are not timely and completely satisfied, 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 Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 effective (i) in the case of Landlord's inability to provide the 7,000 square feet of space, on the date which is forty-eight (48) months after the Commencement Date of the Third Floor Expansion Space, and (ii) in the case of Landlord's inability to provide the 6,000 square feet of space, on the date which is sixty (60) months after such Commencement Date. In order to exercise this termination option, Tenant must (A) notify Landlord of its exercise of this option within thirty (30) days after the date that Landlord notifies Tenant of its inability to deliver the additional space, and (B) pay Landlord may treat not later than the same as an event effective date of Default Lease termination all amounts due under this Lease Lease, plus a cancellation penalty equal to the sum of the following: the unamortized portion of all Tenant Concessions [as described in Section 2.1(d)) provided to Tenant; the unamortized portion of all tenant concessions provided to Gowix; xxe unamortized portion of all tenant concessions provided to Financial Planning; and Landlord may pursue all of its available rights Landlord's other reasonable costs and remedies expenses incurred in connection therewith.with terminating existing leases with Gowix xxx Financial Planning and/or relocating them to different space in the Building (including without limitation, brokerage fees and attorney's fees). Within one hundred eight (180) days after the execution of this Lease, Landlord and Tenant will agree upon the amount of the cancellation penalty, and they shall execute an Agreement Regarding Cancellation Penalty in the form of Exhibit F.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, A. Tenant shall have the one-time option right to accelerate the Termination Date (the “Termination Acceleration Option”) to terminate this Lease of the Lease, with respect to the entire Premises only, from November 30, 2025 to January 31, 2022 (the “TerminationAccelerated Termination Date”), effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date (the “Termination Date”) only (but on if: 1. There is 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 following terms and conditions are not timely and completely satisfied, 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 Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 2.4.2 There shall exist no event of Monetary Default or Material Non-Monetary Default under the Lease (beyond the expiration of past any applicable notice and cure periods set forth period at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 2. Tenant is subleasing more than fifty percent (50%) of the Premises other than in this connection with a Permitted Transfer or Approved User and such sublease cannot be terminated on or before the Accelerated Termination Date; and 3. The Lease has not been assigned (other than pursuant to a Permitted Transfer or an Approved User, as each are defined in Article XII of the Lease) on the date Tenant delivers its Acceleration Notice; and 4. Landlord receives notice of acceleration (“Acceleration Notice”) on or before February 1, 2021; and 5. Tenant has not exercised its Right of First Refusal pursuant to Section II above; and 6. For a period of twelve (12) months following the Accelerated Termination Notice Date, Tenant will not lease sublease, license or on occupy space in another Class “A” building the Termination Date (provided that either Downtown Minneapolis Central Business District for purposes of moving its business operations to such conditions may be waived by Landlord in Landlord’s sole and absolute discretion)building. 2.4.3 B. If Tenant exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice, shall pay to Landlord an amount equal to the Termination Fee sum of (defined belowi) in immediately available funds on or before the Termination Date three (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 (63) months of the then-current Base Rent and Tenant’s Pro Rata Share of Expenses and Taxes; plus (including parking chargesii) for Four Million Eight Hundred Ninety-Nine Thousand Seven Hundred Fifty-Two and 18/100 Dollars ($4,899,752.18) (which amount represents the 6-month period immediately following the Termination Date. The term “Leasing Costs” shall mean the sum unamortized portion of (x) all brokerage commissions paid concessions, commissions, allowances, free rent or other expenses incurred by Landlord in connection with the Premises, determined using an interest rate of 8% per annum.) (collectively, the “Acceleration Fee”). The Acceleration Fee is payable as a fee in connection with the acceleration of the Termination Date and not as a penalty. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Expiration Date even though final determination of such amounts and reconciliation of such amounts may occur subsequent to the Accelerated Expiration Date so that Landlord shall have the right to reconcile Expenses in accordance with Section IV.B. of this Lease with respect to for the entire Premises, plus (y) calendar year in which the Tenant Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). Accelerated Expiration Date occurs. C. If Tenant does not timely pay fails to deliver the Termination Acceleration Fee to Landlord as set forth herein thensimultaneously within the delivery of the Acceleration Notice, then Landlord, at Landlordits option may (i) declare Tenant’s option, in addition exercise of the Acceleration Option to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void void; or (ii) continue to honor Tenant’s exercise of its Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Termination Date in accordance with no force and effectparagraph B above. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and this any portion of the Improvement Allowance not claimed by Tenant in accordance with the Lease as of such date, shall continue in full immediately be deemed terminated and no longer available or of any further 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 pursue all of its available rights and remedies in connection therewithor effect.

Termination Option. Subject to the terms Landlord and conditions Tenant agree that Tenant’s “Termination Option” set forth in this Section 2.4Paragraph 4 of the Tenant Addendum (as modified and amended by the Fifth Amendment) is hereby deleted in its entirety and is amended, and any Termination Option on the part of Tenant shall have is superseded by and restated as of the one-time option Sixth Amendment Effective Date, as follows: “Landlord and Tenant agree that Tenant may terminate the Lease (the “Termination Option”) starting October 31, 2025, upon not less than twelve-month’s prior written notice to terminate this Lease with respect to the entire Premises Landlord (the “Termination”effective date of such termination being October 31, 2026). After October 31, effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date 2026 and continuing until May 31, 2029 (the “Termination Option Expiration Date”) ), Tenant has the ongoing right to terminate the Lease upon no less than twelve-month’s prior written notice to Landlord. However, Tenant may only (but on no other date) (for illustration purposes onlyexercise this right of termination every six months or said right to terminate is forfeited until the next applicable six-month period of time. By way of illustration, 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 following terms and conditions are Tenant does not timely and completely satisfied, 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 provide a twelve-month notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election its intent to exercise the Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds terminate on or before the Termination Date October 31, 2026 (time such termination being of the essenceeffective October 31, 2027). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 6Tenant may not provide a twelve-month period immediately following the Termination Date. The term “Leasing Costs” shall mean the sum of notice on or before April 30,2027 (x) all brokerage commissions paid by Landlord in connection with this Lease with respect to the entire Premisessuch termination being effective April 30, plus (y) the Tenant Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below2028). If Tenant does not timely pay provide a twelve-month notice of its intent to terminate on or before April 30, 2027, it may not provide another twelve-month notice of its intent to terminate until on or before October 31, 2027 with an effective date of October 31, 2028. The Termination Option may be exercised by Tenant one time, and one time only, for (1) all the Termination Fee to Landlord Premises (as set forth herein thenpreviously modified and/or amended by the First Amendment, at Landlord’s optionSecond Amendment, Third Amendment, Fourth Amendment, and/or Fifth Amendment), or (2) the First Floor Expansion and/or the Second Expansion Premises (as defined in addition to all other rights and remedies of Landlord, (A) the Fourth Amendment). If the Termination Option (and is exercised, then effective as of the termination date, the Lease shall terminate on such date as if it were the last day of the Initial Term. If the Termination Notice) Option is not exercised prior to the Termination Option Expiration Date in accordance with the terms set forth herein, then Tenant shall be null and void with no force and effect, and this Lease shall continue in full force and effect as if Tenant had not elected deemed to have waived any further rights to terminate this Leasethe Lease pursuant to the Termination Option. Under no circumstance shall the Termination Option carry over beyond the Initial Term and into the Extension Term. For purposes of clarity and avoidance of doubt, as of and from the Termination Option Expiration Date, the Termination Option shall no longer be applicable and/or (B) Landlord may treat the same as an event of Default under this Lease and Landlord may pursue all of its available rights and remedies in connection therewitheffective. Such notice to terminate shall be via certified mail, return receipt requested.

Termination Option. Subject to Provided Tenant fully and completely satisfies each of the terms and conditions set forth in this Section 2.4, Tenant shall have the one-one time option (the “"Termination Option”") to terminate this Lease with respect to the entire Premises (the “Termination”), effective as of the last day of the seventh ninetieth (7th90th) full calendar year that follows month of the initial Term of this Lease Commencement Date only (the “"Termination Date”) only (but on no other date) (for illustration purposes only, if the Lease Commencement Date occurs on August 1, 2019, then "). In order to exercise the Termination Date shall be July 31Option, 2026), upon Tenant must fully and completely satisfy each and every one of the following terms and conditions conditions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 a) Tenant shall must give Landlord written notice (the “"Termination Notice”") of Tenant’s unconditional and irrevocable election to its exercise of the Termination Option Option, which Termination Notice must be delivered to Landlord at least nine twelve (912) months prior to the Termination Date Date; (b) at the time being of the essence). 2.4.2 There delivery of the Termination Notice to Landlord, Tenant shall exist no event of Default not be in default under the this Lease (beyond the after expiration of any applicable notice and cure periods set forth in this Leaseperiods; and (c) on the date Landlord receives concurrently with Tenant's delivery of the Termination Notice or on the Termination Date (provided that either of such conditions may be waived by Landlord in to Landlord’s sole and absolute discretion). 2.4.3 , Tenant shall pay to Landlord an amount a termination fee ("Termination Fee") equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay provided that the Termination Fee shall be increased to Landlord as set forth herein then, eight (8) months if Tenant uses more than $20.00 per rentable square foot of the Building of the Additional Allowance pursuant to the Tenant Work Letter) of Monthly Rent calculated at Landlord’s option, in addition the rate otherwise payable for the ninetieth (90th) full calendar month of the initial Term of this Lease. The right to all other rights and remedies of Landlord, (A) exercise the Termination Option (is personal to the Original Tenant and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewithany Affiliated Assignee.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time option (the “Termination Option”) right to terminate this the Lease with respect (i) effective as of the last day of the fifth Lease Year, by delivering to Landlord written notice of termination not later than sixteen (16) months prior to the entire Premises last day of the fifth Lease Year, and paying to Landlord the "Termination Fee" (as defined below) not later than six (6) months prior to the “Termination”)last day of the fifth Lease Year, or (ii) effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date (the “Termination Date”) only (but on no other date) (for illustration purposes onlyYear, 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 following terms and conditions are not timely and completely satisfied, 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 by delivering to Landlord written notice of termination not later than sixteen (the “Termination Notice”) of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least nine (916) months prior to the Termination Date (time being last day of the essence). 2.4.2 There shall exist no event of Default under the seventh Lease (beyond the expiration of any applicable notice Year, 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay paying to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 not later than six (6) months prior to the last day of Base Rent (including parking charges) for the 6-month period immediately following the Termination Dateseventh Lease Year. The term “Leasing Costs” Termination Fee shall mean be the amount equal to the sum of (x1) the unamortized amount of all tenant improvement allowances paid or applied by Landlord to or for the benefit of Tenant (including, but not limited to, the "Tenant Allowance" described in Paragraph 3 (d), which shall be amortized on a straight-line basis over the first ten (10) Lease Years of the Lease Term, and the "Expansion Space Improvement Allowance" described in Paragraph 1 (c)), which shall be amortized on a straight-line basis over the actual term for which the Expansion Space is leased by Tenant), the unamortized amount of all rental abatement provided to Tenant pursuant to Paragraph 4 (e) of the Lease, and the unamortized amount of all brokerage and other commissions paid by Landlord in connection accordance with this the terms of the Lease, which shall be amortized on a straight-line basis over the first ten (10) Lease with respect Years of the Lease Term for the commission for the initial Premises and on a straight-line basis over the term of the Expansion Space for the commission for the Expansion Space, if any, leased by Tenant), and (2) an amount equal to two months' Base Rent, as escalated, that is due as of the month immediately prior to the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount effective date of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewithtermination.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time an option (the “"Termination ------------------ Option”") to terminate this Lease with respect to the entire Initial Premises and the Second Floor Option Space (if Tenant leases such space through the “Termination”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 last day of the seventh (7th) full calendar year that follows of the Lease Commencement Date Term (the “"Termination Date”) only (but on no other date) (for illustration purposes only"). Tenant may not terminate this Lease with respect to any space leased by Tenant pursuant to the Fifth Floor Expansion Option, if the Lease Commencement Date occurs on August 1, 2019, then Right of First Refusal or the Right of First Opportunity or pursuant to separate negotiations between Landlord and Tenant. The Termination Date shall be July 31, 2026), upon Option is granted subject to the following terms and conditions conditions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 1) Tenant shall give gives Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable 's election to exercise the Termination Option at least nine (9) not later than 12 months prior to the Termination Date Date; (time being of the essence). 2.4.2 There shall exist no event of 2) Tenant is not in Default under the Lease (beyond the expiration of any applicable notice and cure periods set forth in this Lease) , either on the date Landlord receives that Tenant exercises the Termination Notice or Option on the Termination Date Date; and (provided that either of such conditions may be waived by Landlord 3) Tenant pays to Landlord, not later than three months before the Termination Date, a cash lease termination fee (the "Fee") in Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before product of $35.00 multiplied by the Termination Date (time being rentable area of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as part of the Termination Date, 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 Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewithPremises being terminated.

Termination Option. Subject to Provided that Tenant is not in Default on either the terms and conditions set forth in this Section 2.4Early Termination Date (as defined herein) or the Early Termination Notice Date (as defined herein), Tenant shall shall, during the Term, have the one-time option a one (the “1)-time right effective 11:59 p.m. on December 31, 2018 ("Early Termination Option”Date") to terminate this the Lease with respect to the entire Premises all (the “Termination”), effective as and not a part) of the last day of the seventh (7th) full calendar 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 Leased Premises. Such option to terminate shall be July 31, 2026), upon the following terms and conditions (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 exercised by Tenant shall give Landlord giving written notice to and received by Landlord (the “"Early Termination Notice”") of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the December 31, 2017 ("Early Termination Date (time being of the essenceNotice Date"). The “Termination Fee” In the event Tenant exercises the termination option described herein, Tenant shall mean deliver to Landlord a payment equal to Landlord's unamortized transaction costs, which shall be: (i) Landlord's Maximum Contribution and any subsequent tenant improvement allowance, (ii) free rent, if any (as to any space added to the unamortized Leasing Costs (defined below) as of Leased Premises after the Termination Effective Date, as determined by Landlordincluding but not limited to Upper Level Premises Expansion Space, based upon an amortization period from the Lease Commencement Date until the Expiration Date Refusal Space and First Offer Space) but expressly excluding any beneficial occupancy, and (amortized with interest at five percent (5%iii) 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 any leasing or brokerage commissions paid by Landlord in connection with this Lease Lease, 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 Date (collectively, the "Early Termination Fee"); provided, however, that one half (1/2) of the Early Termination Fee shall be delivered to Landlord simultaneously with the Early Termination Notice, and the remaining one half (1/2) of the Early Termination Fee shall be delivered to Landlord upon the Early Termination Date. The parties acknowledge and agree that the Early Termination Fee is the reasonable consideration payable to Landlord for such termination with respect to the entire Premises, plus (y) Leased Premises leased to Tenant in the Tenant Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewithBuilding.

Termination Option. Subject Notwithstanding anything to the terms and conditions set forth contrary in this Section 2.4Agreement, Tenant the Purchaser shall have the one-time option to terminate the payment of Contingent Consideration (the “Termination Option”) by making a lump sum payment equal to terminate this Lease with respect to one of the entire Premises following amounts: (i) Thirty Three Million Dollars ($33,000,000) (if the Termination Option is exercised during the First Earn-out Period), (ii) Thirty Million Dollars ($30,000,000) (if the Termination Option is exercised during the Second Earn-out Period) or (iii) Twenty Million Dollars ($20,000,000) (if the Termination Option is exercised during the Third Earn-out Period) (the “Termination”)applicable one of such amounts, effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date (the “Termination DateAmount”) only (but on no other date) (for illustration purposes only, if ). 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 following terms and conditions are not timely and completely satisfied, then, at Landlord’s Purchaser elects to exercise such option, the Termination Option it shall be null and void with no further force and effect): 2.4.1 Tenant shall give Landlord deliver written notice thereof (the “Termination Notice”) of Tenant’s unconditional to the Shareholders Representative and irrevocable election to exercise the Termination Option at least nine (9) months prior shall be deemed to be exercised upon such delivery. Subject to the Termination Date (time being Purchaser’s right to withhold, set-off and apply amounts in accordance with Section 10.9, promptly following the exercise of the essence). 2.4.2 There shall exist no event of Default under Termination Option the Lease (beyond Purchaser deposit in 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord Exchange Fund an amount in cash equal to the applicable Termination Fee (defined below) in Amount, less any portion thereof payable to MMV pursuant to the MMV Warrant and MMV Payoff Letter or to Xxxxxx pursuant to the Warrant Termination Agreement, by direct wire transfer of immediately available funds on or before to be held by the Termination Date (time being Exchange Agent for the benefit of the essence)Holders and the Carve-Out Participants for payment as promptly as practicable in accordance with this Article III. The “Termination Fee” shall mean Upon the unamortized Leasing Costs (defined below) as completion of the deposit of the Termination DateAmount into the Exchange Fund (net of any portion thereof used to pay MMV or Xxxxxx in accordance with the preceding sentence or to satisfy indemnification payments finally determined to be owed under Article X), as determined by Landlordthe Purchaser shall have no further obligation to pay any further Contingent Consideration or any Change of Control Amount; provided, based upon an amortization period from however, that the Lease Commencement Date until Purchaser shall continue to be required to pay 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 Contingent Consideration, if any, with respect to the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount each Earn-out Period that has been completed prior to exercise of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void in accordance 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 pursue all of its available rights and remedies in connection therewithSection 3.10(d).

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease with respect to the entire Premises lease (the “Termination”), effective as of the last day of the seventh (7th"Termination Option") full calendar 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 after January 1, 2019, then the Termination Date shall be July 31, 2026), upon 2000 on the following terms and conditions (if conditions: 1. Such right is conditioned upon there being no default as of the following terms and conditions are not timely and completely satisfieddate of going of the notice of termination as described infra, 2. At lease six months prior to the proposed termination date, then, at Landlord’s option, Tenant gives written notice to Landlord of its exercise of the 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 null paid February 1, March 1 and void with no further force April 1; three months rent and effect): 2.4.1 additional rent shall be paid April 20 and Tenant shall give Landlord written notice (vacate on April 30, 2000, 4. The Tenant vacates and surrenders the “Termination Notice”) of Tenant’s unconditional Premises and irrevocable election to exercise the Termination Option at least nine (9) leaves it in a broom-clean condition three months prior to the Termination Date (Date. It is agreed and understood that Landlord may re-rent the demised premises commencing any time being after the Tenant vacates the Premises. 5. The Termination Fee is the unamortized amount as of the essence). 2.4.2 There shall exist no event date of Default under the Lease (beyond Termination Notice of the expiration sum of any applicable notice and cure periods the costs relating to tenant improvement work plus interest as shown on the attached schedule. For example, using the dates 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to paragraph 3, the Termination Fee (defined below) in immediately available funds would be the "Principal Balance" on the attached schedule after the 13th payment, the February 1, 2000 payment, or before the Termination Date (time being $10,820.39; 6. If Tenant performs all of the essence). The “foregoing conditions in a timely and satisfactory manner, Landlord and Tenant shall enter into a written Lease Termination Fee” shall mean Agreement reflecting the unamortized Leasing Costs (defined below) termination of this Lease as of the 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 determined an inducement to BRIDGE STREET PROPERTIES, LLC making within lease with Tenant the undersigned guarantees to Owner, Owner's successors and assigns, the full performance and observance of all the covenants, conditions and agreements, therein provided to be performed and observed by LandlordTenant, based upon an amortization period from including the Lease Commencement Date until "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 Expiration Date (amortized with interest at five percent (5%) per annum) plus six (6) months undersigned therefor, all of Base Rent (including parking charges) for which the 6-month period immediately following undersigned hereby expressly waives and expressly agrees that the Termination Datevalidity of this agreement and the obligations of the guarantor hereunder shall in no wise be terminated, affected or impaired by reason of the assertion by Owner against Tenant of any of the rights or remedies reserved to Owner pursuant to the provisions of the within lease. The term “Leasing Costs” undersigned further covenants and agrees that this guaranty 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 Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights remain and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void with no force and effect, and this Lease shall continue in full force and effect as if to any renewal, modification or extension of this lease and during any period when Tenant had not elected is occupying the premise as "statutory tenant." As a further inducement to terminate Owner to make this Leaselease and in consideration thereof, and/or Owner and the undersigned covenant and agree that in any action or proceeding brought by either Owner or the undersigned against the other on any matters whatsoever arising out of, under, or by virtue of the 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 additional rent. Tenant ___________________________ Witness __________________________ EXHIBIT B SCOPE OF WORK I. 10. EXHIBIT C2 (B) Landlord may treat the same as an event of Default under this Lease and Landlord may pursue all of its available rights and remedies in connection therewith.EXAMPLE ONLY)

Termination Option. Subject to Provided Tenant satisfies each of the terms and conditions set forth in this Section 2.48, Tenant shall have the one-time ongoing option (the “Termination Option”) to terminate this the Lease with respect regard to the entire Premises (the “Termination”)Expansion Space effective at any time after July 31, effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date 2015 (the “Termination Date”) only (but on no other date) (for illustration purposes only, if the Lease Commencement Date occurs on August 1, 2019, then ). In order to exercise the Termination Date shall be July 31Option, 2026), upon Tenant must satisfy each and every one of the following terms and conditions conditions: (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 a) Tenant shall must give Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election its intention to exercise terminate the Lease for the Expansion Space, which Termination Option Notice must be delivered to Landlord at least nine one hundred twenty (9120) months days prior to the Termination Date Date, (b) at the time being of the essence). 2.4.2 There Termination Notice Tenant shall exist no event of Default not be in default under the Lease (beyond the after expiration of any applicable cure periods, and (c) within seven (7) business days following Tenant’s receipt of notice and cure periods set forth in this Leasecontaining the calculation of the “Termination Fee” (as defined herein) 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 from Landlord’s sole and absolute discretion). 2.4.3 , Tenant shall pay to Landlord an amount a termination fee (“Termination Fee”) equal to the Termination Fee sum of (defined belowi) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) balance, as of the Termination Date, 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 (xA) all the cost of the Improvements in connection with this Fourth Amendment, and (B) the brokerage commissions paid by Landlord in connection with this Lease with respect to the entire Premises, plus Fourth Amendment. Amortization shall be calculated on a twenty-five (y25) the Tenant Improvement Allowance, plus (z) the amount month amortization schedule commencing as of the Rent Abatement Expansion Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of seven percent (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A7%) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewithper annum.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time option (the “Tenant’s Termination Option”) to terminate this Lease as of the expiration of the 84th full calendar month following the Rent Commencement Date for Increment 1 (the “Early Termination Date”) with respect to the entire Premises (then demised under the “Termination”)Lease, effective as except that Tenant’s Termination Option shall not apply to any First Refusal Space or Expansion Option Space delivered to Tenant on or after the first anniversary of the last day of the seventh Rent Commencement Date for Increment 1. Tenant’s Termination Option shall be exercised, if at all, by (7thi) written notice to Landlord given no later than twelve (12) full calendar year that follows months prior to the Lease Commencement Date Early Termination Date, and (ii) Tenant’s payment to Landlord of a fee (the “Termination DateFee”) 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 following terms and conditions are not timely and completely satisfied, 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 Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 (xA) all the unamortized cost (as of the Early Termination Date) of (1) the brokerage commissions paid by Landlord in connection with this Lease to the brokers identified in the Section 1.10 of the Lease, and (2) the Allowance disbursed by Landlord pursuant to the Work Letter, (B) an amount equal to the Base Rent, Taxes, Expenses and parking charges that would have been paid by Tenant for the three (3) calendar months following the Early Termination Date (as reasonably estimated by Landlord in the case of Taxes and Expenses), and (C) Three Hundred Seventy-One Thousand Five Hundred Seventy-Two Dollars ($371,572.00), which amount the parties agree to be the unamortized amount of free rent (and interest thereon at the rate set forth below) granted to Tenant with respect to (i) Increment 1 for the entire Premisesperiod from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is January 15, plus 2014) through June 30, 2014 (yi.e., the period during which Base Rent for Increment 1 is abated), and (ii) Increment 2 for the period from the Rent Commencement Date applicable thereto (assuming such Rent Commencement Date is May 15, 2014) through June 30, 2014 (i.e., the period during which Base Rent for Increment 2 is calculated on the basis of 15,433 rentable square feet rather than 58,073 rentable square feet). For purposes of clause (A) above, the amortization shall be computed on a straight line basis over the period commencing on the Rent Commencement Date for Increment 1 and ending on the Termination Date, with interest at the rate of 5% per annum. The Termination Fee shall be paid to Landlord concurrently with Tenant’s delivery of its exercise notice, and if not so paid, then at Landlord’s option Tenant’s Termination Option shall be deemed to have not been validly exercised. Within thirty (30) days after Tenant’s request, but not sooner than the 70th full calendar month following the Rent Commencement Date for Increment 1, Landlord shall give notice to Tenant Improvement Allowanceof the dollar amounts of the items specified in clauses (ii)A,1, plus (z) 2 and 3 above, as well as the dollar amounts of the corresponding items applicable to First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, as set forth in the next paragraph. Using such information, the parties shall cooperate with each other to determine and agree upon the actual amount of the Rent Abatement (as defined Termination Fee, but Tenant shall in Section 3.2 below). If Tenant does not timely any event remain obligated to pay the Termination Fee to Landlord concurrently with Tenant’s delivery of its exercise notice as set forth herein above. If Tenant shall lease any First Refusal Space or Expansion Option Space that is delivered to Tenant prior to the first anniversary of the Rent Commencement Date for Increment 1, then, at Landlordas set forth above, Tenant’s optionTermination Option shall apply to such space, in addition and the Termination Fee shall be increased by an amount equal to all other rights and remedies the sum of Landlord, (A) unamortized amount (as of the Early Termination Date) of any tenant improvement allowance granted by Landlord to Tenant with respect to Tenant’s lease of such space (or the cost of any work performed by Landlord in connection with Tenant’s initial occupancy of such space, as the case may be), any brokerage commissions paid by Landlord in connection with Tenant’s lease of such space, any free rental period with respect to Tenant’s lease of such space, any free parking period with respect to Tenant’s lease of such space, such amortization to be computed on a straight line basis over the period commencing on the rent commencement date under this Lease with respect to such space (or, if the rent commencement date is not the first day of a calendar month, on the first day of the first full calendar month after the rent commencement date), and ending on the Termination Option (and Termination Notice) shall be null and void Date, together with no force and effectinterest at the rate of 5% per annum, and this Lease shall continue in full force and effect as if Tenant had not elected to terminate this Lease, and/or (B) an amount equal to the Base Rent, Taxes and Expenses and parking charges that would have been paid by Tenant for such space for the three (3) calendar months following the Early Termination Date (as reasonably estimated by Landlord may treat in the same as an event case of Default under this Lease Taxes and Landlord may pursue all of its available rights and remedies in connection therewithExpenses).

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the a one-time option (the “Termination Option”) right to terminate this the Lease with respect to the entire Premises (the “Termination”), effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date 11:59 p.m. on October 31, 2015 (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 following terms and conditions are not timely and completely satisfied, 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 by providing Landlord written notice of Tenant’s election to terminate this Lease on or before November 1, 2014 (the “Notice Date”). If Tenant gives the termination notice, Tenant must pay a termination fee (the “Termination NoticeFee”) equal to the sum of Tenant(i) $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and Landlord’s unconditional attorney’s fees (amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, and irrevocable election to exercise (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all calculated at the rate that would have been in effect for the three months following the Termination Option at least nine (9) months prior to Date). The transaction cost component of the Termination Date Fee ($733,101) shall be paid by Tenant on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the Termination Fee, and payment of this portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, time being of the essence). 2.4.2 There , this right to terminate shall exist be void and of no event further force or effect. Moreover, if Tenant fails to timely pay the rent component of Default the Termination Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the Lease (part Tenant is continuing beyond the expiration of any applicable notice and cure periods set forth in this Lease) on grace period as of the date Landlord receives the Termination Notice Tenant exercises this termination option or on the Termination Date (provided that either of such conditions may be waived by Landlord in Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 at its option and in its sole discretion, declare this termination option void and of Default under this Lease and Landlord may pursue all of its available rights and remedies in connection therewithno further force or effect.

Termination Option. Subject to the terms and conditions set forth in this Section 2.4, Tenant shall have the one-time option to terminate the Lease (the “Termination Option”) to terminate this Lease with respect to at any time after the entire Premises (the “Termination”), effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date 39th month (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 provided that (if the following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect): 2.4.1 a) Tenant shall give Landlord gives written notice to Landlord (the “Termination Notice”) of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least nine (9) 9 months prior to the Termination Date (time being of the essence). 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 Tenant’s desire to exercise the Termination Notice or on Option, and (b) Tenant pays Landlord, at the time Tenant delivers the Termination Date (provided that either of such conditions may be waived by Landlord in Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount Notice, a lease termination fee equal to the Termination Fee (defined belowi) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 the unamortized cost of Landlord’s Work, amortized on a straight line basis at a rate of 8% over the initial term of the Lease and (xii) all brokerage unamortized commissions paid by Landlord in connection with this the Lease with respect to amortized on a straight line basis at a rate of 8% over the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount initial term of the Lease, plus: · 6 months of Base Rent Abatement (as defined if the Lease is terminated between months 40 through 47 inclusive; or · 5 months of Base Rent if the Lease is terminated between months 48 through 55 inclusive; · 4 months of Base Rent if the Lease is terminated between months 56 through 60 inclusive; · 3 months of Base Rent if the Lease is terminated in Section 3.2 below)month 61; · 2 months of Base Rent if the Lease is terminated in month 62; or · 1 month of Base Rent if the Lease is terminated in month 63. Tenant’s failure to comply with the aforesaid requirements shall be deemed a waiver of Tenant’s right to exercise the Termination Option. If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) exercises the Termination Option (and Termination Notice) shall be null and void in accordance with no force and effectthe terms of this Paragraph 3, and this then the Lease shall continue terminate on the Termination Date specified in full force the Termination Notice and effect as if Tenant had shall not elected to terminate this Lease, and/or (B) Landlord may treat be liable for the same as an event payment of Default Rent or any other sums due under this the Lease and Landlord may pursue all of its available rights and remedies in connection therewithafter the Termination Date.

Termination Option. Subject to the terms i. Landlord and conditions Tenant agree that Tenant’s “Termination Option” set forth in this Section 2.4Paragraph 4 of the Tenant Addendum (Exhibit B to the Lease) is hereby deleted in its entirety and is amended, and any Termination Option on the part of Tenant shall have is superseded by and restated, as follows: “Landlord and Tenant agree that Tenant may terminate the one-time option Lease (the “Termination Option”) starting January 15, 2021, upon not less than twelve-month’s prior written notice to Landlord (effective date of such termination being January 15, 2022). After January 15, 2022, Tenant has the ongoing right to terminate this Lease with respect to the entire Premises (the “Termination”), effective as of the last day of the seventh (7th) full calendar year that follows the Lease Commencement Date (upon no less than twelve-month’s prior written notice to Landlord. However, Tenant may only exercise this right of termination every six months or said right to terminate is forfeited until the “Termination Date”) only (but on no other date) (for illustration purposes onlynext applicable six month period of time. By way of illustration, 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 following terms and conditions are Tenant does not timely and completely satisfied, 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 provide a twelve-month notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election its intent to exercise the Termination Option at least nine (9) months prior to the Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds terminate on or before the Termination Date January 15, 2022 (time such termination being of the essenceeffective January 15, 2023). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 6Tenant may not provide a twelve-month period immediately following the Termination Date. The term “Leasing Costs” shall mean the sum of notice on or before June 15, 2022 (x) all brokerage commissions paid by Landlord in connection with this Lease with respect to the entire Premisessuch termination being effective June 15, plus (y) the Tenant Improvement Allowance, plus (z) the amount of the Rent Abatement (as defined in Section 3.2 below2023). If Tenant does not timely pay provide a twelve-month notice of its intent to terminate on or before June 15, 2022, it may not provide another twelve-month notice of its intent to terminate until on or before January 15, 2023 with an effective date of January 15, 2024. The Termination Option may be exercised by Tenant one time, and one time only, for (1) all the Termination Fee to Landlord Premises, or (2) the First Floor Expansion and/or the Second Expansion Premises (as set forth herein then, at Landlord’s option, defined in addition to all other rights and remedies of Landlord, (A) the Fourth Amendment). If the Termination Option (and Termination Notice) is exercised, then effective as of the termination date, the Lease shall terminate as to the specified portion of the Premises on such date as if it were the last day of the Initial Term. Such notice to terminate shall be null and void with no force and effectvia certified mail, 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 pursue all of its available rights and remedies in connection therewithreturn receipt requested.”

Termination Option. Subject 26.1. Tenant, by notice to Landlord (the "Early Termination Notice") given no later than one (1) year prior to the terms and conditions set forth in this Section 2.4Termination Date (as hereinafter defined), Tenant shall have the one-time option (the “Termination Option”) right to terminate this Lease with respect (the "Termination Option") effective on the date which is three (3) years prior to the entire Premises then-current expiration date of the Lease (the “Termination”), effective as of the last day of the seventh (7th) full calendar 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 following terms and conditions are not timely and completely satisfied, then, at Landlord’s option, the Termination Option shall be null and void with no further force and effect):. 2.4.1 26.2. If Tenant shall give Landlord written notice (the “Termination Notice”) of Tenant’s unconditional and irrevocable election to exercise the Termination Option at least nine Option, then: (9i) months prior to the Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Tenant shall pay to Landlord an amount (the "Termination Fee") equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence). The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, 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 (xa) all brokerage commissions 15 months Fixed Rent for the Demised Premises (calculated based upon the rent scheduled to be paid during the fifteen (15) month period commencing on the Termination Date) and (b) the unamortized portions of any Tenant allowances granted by Landlord in connection pursuant to Sections 27 and 28 and Exhibit "L" hereof and any prepaid broker's commissions (with this Lease amortization and such unamortized portions being calculated based upon a ten (10) year level payment amortization schedule at an interest rate of 10%), which Termination Fee shall be due and payable fifty percent (50%) with the delivery of the Early Termination Notice and the balance upon the Termination Date; and (ii) the Term shall expire on the Termination Date as if the Termination Date were the Expiration Date, but such expiration shall not release Tenant from its obligations with respect to periods prior thereto. 26.3. The Termination Option may only be exercised during the entire Premises, plus (y) the Tenant Improvement Allowance, plus (z) the amount initial Term of the Rent Abatement Lease (as defined the same may have been extended pursuant to Section 27 and/or 28 hereof) and not during either of the Renewal Terms provided for in Section 3.2 below)29. If Tenant does not timely pay the Termination Fee to Landlord as set forth herein thenMoreover, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall may not be null and void with no force and effect, and exercised by Tenant if Tenant is in default under the terms of this Lease shall continue in full force and effect as if Tenant had not elected on the date which is twelve (12) months prior to terminate this Lease, and/or (B) Landlord may treat the same as an event of Default under this Lease and Landlord may pursue all of its available rights and remedies in connection therewithTermination Date.

Termination Option. Subject to the terms and conditions set forth in Tenant may at its option terminate this Section 2.4, Tenant shall have the one-time option Lease (the “Termination Option”) to terminate this Lease with respect to the entire Premises (the “Termination”), effective as of the last day of the seventh fifth year of the Extended Term (7th) full calendar year that follows the Lease Commencement Date (such date, the “Early 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 following terms and conditions are not timely and completely satisfied, 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 by delivering notice of its intent to terminate (the “Termination Notice”) no later than the last day of Tenant’s unconditional and irrevocable election the 51st month after the Relocation Commencement Date to Landlord. If Tenant does not timely send the Termination Notice, Tenant shall be deemed to have waived the Termination Option for the applicable year. Tenant may not exercise the Termination Option at least nine (9) months for so long as Tenant is in default under the Lease with the giving of notice and opportunity to cure expired; and, in such event, if Tenant does elect to terminate the Lease, such election shall not be effective and the Lease shall remain in effect. If Tenant properly exercises the Termination Option, this Lease shall terminate as of the Early Termination Date. No later than 30 days prior to the Early Termination Date (time being of the essence). 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 Landlord’s sole and absolute discretion). 2.4.3 Date, Tenant shall pay to Landlord an amount equal to the Termination Fee (defined below) in immediately available funds on or before the Termination Date (time being of the essence)Fee. The “Termination Fee” shall mean the unamortized Leasing Costs (defined below) as of the Termination Date, as determined by Landlord, based upon be 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 amount equal to the sum of (xa) all the unamortized portion of the costs (to be amortized over a period of ten (10) years at an annual non-compounded interest rate of 8%) of Landlord’s Contribution, plus (b) the unamortized portion of any brokerage commissions commission (to be amortized over a period of ten (10) years at an annual non-compounded interest rate of 8%) paid by Landlord in connection with this Lease with respect to the entire PremisesSecond Amendment, plus (yc) the Tenant Improvement Allowance, plus an amount equal to three (z3) the amount months of the Rent Abatement (as defined in Section 3.2 below). If Tenant does not timely pay the Termination Fee to Landlord as set forth herein then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (A) the Termination Option (and Termination Notice) shall be null and void 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 pursue all of its available rights and remedies in connection therewithMonthly Base Rent.