Common use of Termination Option Clause in Contracts

Termination Option. So long as there exists no event of default either at the time of exercise or on the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee shall have the right and option to terminate this Sublease (the “Termination Right”) upon not less than three (3) months prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise of the Termination Right, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease.

Termination Option. So long as there exists no event of default either at the time of exercise or on the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee Lessee shall have the right and a one-time only option “Termination Option”) to terminate this Sublease the Lease, exercisable upon at least one hundred eighty (the “Termination Right”180) upon not less than three (3) months days prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this SectionLessor, then the Termination Right which termination shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise be effective as of the Termination RightDecember 31, the date referenced in Sublessee’s notice as the date of termination 2006 (the “Early Termination Date”). Lessee shall pay to Lessor, upon its exercise of the Termination Option, an amount equal to $80,576.37, which amount represents the unamortized portion, as of the Early Termination Date, of (i) the ninety days of rent abatement which Lessee is receiving pursuant to Paragraph 2 of this Amendment, and (ii) the brokerage commissions incurred by Lessor in connection with this Amendment. Once Lessee shall exercise the Termination Option, Lessee may not thereafter revoke such exercise. Lessee shall not have the right to exercise the Termination Option at a time that an Event of Default (or an event which with notice or lapse of time could become an Event of Default) under this Lease has occurred, and any exercise of the Termination Option shall be deemed the Expiration Date null and void if an Event of the Term Default (or an event which with notice or lapse of the Sublease time could become an Event of Default) has occurred and Sublessee shall surrender the Demised Premises is continuing on or before the Early Termination Date in accordance with Date. Lessee’s failure to timely exercise the terms Termination Option for any reason whatsoever shall conclusively be deemed a waiver of this Subleasesuch Termination Option. Sublessor shall have The Termination Option is not transferable; the right parties hereto acknowledge and option agree that they intend the aforesaid rights to terminate this Sublease upon not less than three (3) months prior written notice Lease to Sublessee. Upon be “personal” to Lessee and that in no event shall any assignee or sublessee exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Subleaseaforesaid option.

Termination Option. So long Tenant shall have the option to terminate the Lease with respect to the Third Expansion Space as there exists of 11:59 p.m. on June 30, 2013 (the “Termination Date”), provided Tenant gives written notice thereof to Landlord on or before September 30, 2012, and provided that no event Event of default either Default remains uncured under the Lease at the time of exercise the giving of such notice or on the Early Termination Date. Notwithstanding anything to the contrary contained in the immediately preceding sentence, in the event an Event of Default remains uncured under the Lease at the time of the giving of such notice or on the Termination Date, Landlord shall notify Tenant in writing of such default, and the Termination Date shall be extended by an amount of time equal to the cure period applicable to the default as provided for in Paragraph 19 of the Lease, as modified by Paragraph 21 of this Amendment. In the event Tenant fails to cure such Event of Default during the applicable cure period specified in the preceding sentence, this termination option shall be null and void and the Lease shall continue in full force and effect as if Tenant had not delivered the Termination Notice to Landlord. In the event Tenant cures such Event of Default during the applicable cure period specified above, the Lease shall terminate on the Termination Date, as extended pursuant to the provisions of this Paragraph 9. Additionally, Tenant’s right to terminate hereunder is conditioned upon the payment in full by Tenant, simultaneously with the delivery of the notice of termination, of a termination payment in the amount of $269,453.69 (the “Termination Payment”). After Landlord’s receipt of the full Termination Payment, and Landlord’s receipt of all Rent due hereunder through and including the Termination Date (as hereinafter definedit may be extended as set forth in this Paragraph 9), this Sublease is in full force as and effectwhen such Rent was due, and neither party shall have any rights, liabilities or obligations under the Sublessee named herein is in occupancy Lease for the period accruing after the Termination Date, except those which, by the provisions of the entire Demised PremisesLease, Sublessee shall have expressly survive the right and option to terminate this Sublease (the “Termination Right”) upon not less than three (3) months prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise termination of the Termination Right, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this SubleaseLease.

Termination Option. So long as there exists no event of default either at the time of exercise or Provided that on the Early date that Subtenant gives a Termination Notice (as hereinafter defined) to Sublandlord and on the Termination Date (as hereinafter defined), (i) Subtenant shall not then be in monetary or material non-monetary default under this Sublease beyond any applicable notice and cure period (and if such a default exists, then as soon as such default is in full force cured) and effect(ii) the original named subtenant (i.e., Axsome Therapeutics, Inc.) (the "Named Subtenant") and the Sublessee named herein is in occupancy its successors, assigns or Affiliates are occupying 65% of the entire Demised Premises, Sublessee Premises Subtenant shall have the one-time right and option (the “Termination Option”) to terminate this Sublease effective on the day immediately preceding the 5th anniversary of the Rent Commencement Date (the “Termination RightDate”). Subtenant may exercise the Termination Option only by (a) giving to Sublandlord irrevocable notice of such exercise (the “Termination Notice”) upon not less than three (3) on or before the date that is 12 months prior written notice to Sublessorthe Termination Date (the “Termination Exercise Date”), and (b) paying to Sublandlord, on or before the Termination Exercise Date, time being of the essence, a termination fee (the “Termination Payment”) equal to all Transaction Costs (as hereinafter defined). The parties agree that if Sublessee fails Termination Payment shall be in addition to, and not in lieu of, the payments of Fixed Rent, Additional Rent and other charges accruing under this Sublease through the Termination Date. If Subtenant shall fail to timely give the Termination Notice on or before the Termination Exercise Date (time being of the essence) or pay the Termination Payment on or before the Termination Exercise Date (time being of the essence), then Subtenant shall conclusively be deemed to have waived Subtenant’s right to exercise the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse Option and Sublessee Subtenant shall have no right to terminate further rights under this Sublease. Upon timely exercise of the Termination Right, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this SubleaseSection.

Termination Option. So long Tenant shall have the option to terminate the Lease with respect to the Third Expansion Space as there exists of 11:59 p.m. on June 30, 2013 (the “Termination Date”), provided Tenant gives written notice thereof to Landlord on or before September 30, 2012, and provided that no event Event of default either Default remains uncured under the Lease at the time of exercise the giving of such notice or on the Early Termination Date. Notwithstanding anything to the contrary contained in the immediately preceding sentence, in the event an Event of Default remains uncured under the Lease at the time of the giving of such notice or on the Termination Date, Landlord shall notify Tenant in writing of such default, and the Termination Date shall be extended by an amount of time equal to the cure period applicable to the default as provided for in Paragraph 19 of the Lease, as modified by Paragraph 21 of this Amendment. In the event Tenant fails to cure such Event of Default during the applicable cure period specified in the preceding sentence, this termination option shall be null and void and the Lease shall continue in full force and effect as if Tenant had not delivered the Termination Notice to Landlord. In the event Tenant cures such Event of Default during the applicable cure period specified above, the Lease shall terminate on the Termination Date, as extended pursuant to the provisions of this Paragraph 9. Additionally, Tenant’s right to terminate hereunder is conditioned upon the payment in full by Tenant, simultaneously with the delivery of the notice of termination, of a termination payment in the amount of $269,453.69 (the “Termination Payment”). After Landlord’s receipt of the full Termination Payment, and Landlord’s receipt of all Rent due hereunder through and including the Termination Date (as hereinafter definedit may be extended as set forth in this Paragraph 9), this Sublease is in full force as and effectwhen such Rent was due, and neither party shall have any rights, liabilities or obligations under the Sublessee named herein is in occupancy Lease for the period accruing after the Termination Date, except those which, by the provisions of the entire Demised PremisesLease, Sublessee shall have expressly survive the right and option to terminate this Sublease (the “Termination Right”) upon not less than three (3) months prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise termination of the Termination Right, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this SubleaseLease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease10.

Termination Option. So long as there exists no event of default Default either at the time of exercise or on the Early Termination Date (as hereinafter defined)exercise, this Sublease is in full force and effect, and the Sublessee named herein has not assigned this Sublease and is in occupancy of the entire Demised Premises, Sublessee shall have the right and option to terminate this Sublease (the “Termination Right”) upon not less than three (3) months prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise of the Termination Right, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease.

Termination Option. So long as there exists no event Provided that (a) Tenant has not sublet any portion of default either at the time of exercise Premises, unless all such sublettings shall expire or be terminated on or before the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect(b) no uncured default then exists under the Lease, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee Tenant shall have the right and a one (1) time option to terminate this Sublease the Lease (the “Termination RightOption”) upon not less than three (3) months prior written notice with respect to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this Section, then Premises demised under the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise Lease as of the Termination Right, the date referenced in Sublessee’s notice as the date of termination this Amendment only (the “Initial Premises”), effective on August 31, 2019 (the date when the Lease is terminated pursuant to this Section being referred to herein as the “Early Termination Date”). Tenant shall exercise the Termination Option by (i) delivering to Landlord written notice (the “Termination Notice”) of such election to terminate this Lease by no later than August 31, 2018, time being of the essence, and (ii) paying to Landlord the Termination Payment (hereinafter defined), concurrently with the Termination Notice, time being of the essence. If Tenant properly delivers the Termination Notice and pays the Termination Payment when due, then the Lease with respect to the Initial Premises only shall be deemed to have expired by lapse of time on the Expiration Date of Early Termination Date. Tenant shall return the Term of the Sublease and Sublessee shall surrender the Demised Initial Premises to Landlord on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon Lease, including, but not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease.limited

Termination Option. So long Tenant shall have the option (the “Second Termination Option”) to terminate this Lease with respect to all (but not less than all) of the Premises as there of the Second Early Termination Date upon Tenant giving Landlord not less than six (6) months’ prior written notice of its exercise of the Second Termination Option, provided (a) such written notice sets forth the actual Second Early Termination Date, (b) such written notice is accompanied by a certified or cashier’s check in an amount equal to the sum of (i) $255,396, plus, if Tenant then leases the ROFO Space, (ii) the additional sum of (A) $45,550.00, plus (B) $51.68 for each day (if any) of the lease term for the ROFO Space which falls within the first year of the initial Term of this Lease, as and for an early termination fee, and (c) such exercise is subject to the conditions and limitations set forth below. Tenant’s exercise of the Second Termination Option is further subject to the condition that no Default by Tenant exists no event of default either at the time of exercise that Tenant exercises the Second Termination Option or on upon the Second Early Termination Date (as hereinafter defined), this Sublease is in full force Date. In the event Tenant exercises the Second Termination Option subject to and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee shall have the right and option to terminate this Sublease (the “Termination Right”) upon not less than three (3) months prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this Sectionthe conditions and limitations herein contained, then Tenant shall deliver the Termination Right shall automatically lapse and Sublessee shall have no right Premises to terminate this Sublease. Upon timely exercise of the Termination Right, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises Landlord on or before the Second Early Termination Date in accordance with the terms and conditions of this Sublease. Sublessor shall have Lease the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of same as if the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Second Early Termination Date”) shall be deemed Date were the original Expiration Date of the Term of this Lease. Tenant shall continue to pay Base Rent, Tenant Reimbursement Amount and any other amounts reserved hereunder, and keep, perform and observe all of the Sublease terms, covenants and Sublessee conditions on Tenant’s part to be kept, performed and observed as provided herein for the period between the date Tenant delivers written notice of its election to exercise the Second Termination Option and the Second Early Termination Date. EXHIBIT G-3 THIRD TERMINATION OPTION Tenant shall surrender have the Demised option (the “Third Termination Option”) to terminate this Lease with respect to all (but not less than all) of the Premises as of the Third Early Termination Date upon Tenant giving Landlord not less than twelve (12) months’ prior written notice of its exercise of the Third Termination Option, provided (a) such written notice sets forth the actual Third Early Termination Date, (b) such written notice is accompanied by a certified or cashier’s check in an amount equal to the sum of (i) $101,699, plus, if Tenant then leases the ROFO Space, (ii) the additional sum of $51.68 for each day (if any) of the lease term for the ROFO Space which falls within the first year of the initial Term of this Lease, as and for an early termination fee, and (c) such exercise is subject to the conditions and limitations set forth below. Tenant’s exercise of the Termination Option is further subject to the condition that no Default by Tenant exists at the time that Tenant exercises the Third Termination Option or upon the Third Early Termination Date. In the event Tenant exercises the Third Termination Option subject to and in accordance with the conditions and limitations herein contained, Tenant shall deliver the Premises to Landlord on or before the Third Early Termination Date in accordance with the terms and conditions of this Sublease.Lease the same as if the Third Early Termination Date were the original Expiration Date of the Term of this Lease. Tenant shall continue to pay Base Rent, Tenant Reimbursement Amount and any other amounts reserved hereunder, and keep, perform and observe all of the terms, covenants and conditions on Tenant’s part to be kept, performed and observed as provided herein for the period between the date Tenant delivers written notice of its election to exercise the Third Termination Option and the Third Early Termination Date. EXHIBIT H

Termination Option. So long as there exists no event of default either at the time of exercise or on the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee Sub-Subtenant shall have the right and option to terminate this Sub-Sublease (the “Termination RightOption”) upon not less than three in accordance with the provisions set forth in this subsection (3) months prior written notice to Sublessorc). The parties agree that if Sublessee fails to Sub-Subtenant may exercise the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise of the Termination Right, the date referenced in Sublessee’s Option by delivering written notice as the date of termination (the “Early Termination DateOption Notice”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon Sub-Sublandlord not less later than three six (36) months prior written notice to Sublesseethe Termination Date (hereinafter defined), which Termination Date shall be set forth in the Termination Option Notice. Upon exercise In the event that Sub-Subtenant delivers the Termination Option Notice to Sub-Sublandlord, this Sub-Sublease shall terminate as of the Sublessor’s termination rightTermination Date, and, thereafter, the date referenced in Sublessor’s notice as parties shall have no further rights or obligations pursuant to this Sub-Sublease except those obligations that expressly survive termination hereunder. As used herein, the term “Termination Date” shall mean the date set forth in the Termination Option Notice, which date shall be not earlier than December 31, 2017. There shall be no fee or payment of termination (any kind due from Sub-Subtenant in connection with the “Early Termination Option. On the Termination Date”) , Sub-Subtenant shall be deemed the Expiration Date of the Term of the Sublease vacate and Sublessee shall surrender the Demised Sub-Subleased Premises on or before to Sub-Sublandlord in the Early Termination Date in accordance with the terms of condition required by this SubleaseSub-Sublease upon expiration.

Termination Option. So long as there no default defined in Section `14.1 has occurred before the Notice Date defined in this Section and neither a default exists no event nor circumstances exists that would be a default after the giving of default either at notice or the time passage of exercise time, or both, on the Early Termination Date (as hereinafter defined)defined in this Section, this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee shall Tenant will have the right and option to terminate this Sublease Lease as of the last day of the 90th full calendar month of the Lease Term (the “Termination RightDate”) upon not less than three (3) months prior by written notice to Sublessor. The parties agree that if Sublessee fails to exercise Landlord given at least nine full months before the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise of the Termination Right, the date referenced in Sublessee’s notice as the date of termination Date (the “Early Notice Date”). Tenant’s notice will be accompanied by its payment of: (a) (i) the unamortized costs incurred by Landlord to improve the Premises pursuant to the TI Work; (ii) the unamortized amounts of abated Base Rent; (iii) the unamortized amount paid by Landlord pursuant to Article XVIII; and (iv) interest on the foregoing unamortized amounts at the rate of 8% per annum. The amortizations will be over the Lease Term, plus (b) the Base Rent due for the six months following the Termination Date”) . Landlord and Tenant will perform all of their obligations in this Lease up to and including the Termination Date. On the Termination Date, the rights and obligations of Landlord and Tenant that have not accrued or do not survive this Lease by its terms or by law will cease. The termination option shall be deemed personal to the Expiration Date of the Term of the Sublease original Tenant named herein, or a transferee which succeeds to such original Tenant’s interest herein pursuant to an Exempt Transfer as described in Section 9.1(c) hereof, and Sublessee shall surrender the Demised Premises on become null and void upon any other assignment or before the Early Termination Date in accordance with the terms sublease of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this SubleaseLease by Tenant.

Termination Option. So long as there exists no event of default either at the time of exercise or on the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee Tenant shall have the right and one-time option to terminate this Sublease Lease and the Lease Term on the date that is the last day of the month that is the sixty-eighth (68th) month from the “Termination Right”) upon not less than three (3) months prior written notice to SublessorCommencement Date. The parties agree that if Sublessee fails to exercise Assuming the Termination Right strictly in accordance with this SectionCommencement Date is July 1, then the Termination Right shall automatically lapse and Sublessee 2006, Tenant shall have no right the one-time option to terminate this Sublease. Upon timely exercise of the Termination RightLease effective February 29, the date referenced in Sublessee’s notice as the date of termination 2012 (the “Early Termination Date”), provided that Tenant gives written notice thereof to Landlord between June 1, 2011 and June 30, 2011 and provided further that no Event of Default has occurred at the time of such notice nor at the time of the Early Termination Date. Additionally, Tenant’s right to terminate hereunder is conditioned upon the payment in full by Tenant, at the time it delivers notice to Landlord that it is exercising its termination right of an amount equal to any unamortized abatement of Rent (excluding casualty or condemnation) or “free rent” provided by Landlord; and (ii) the then unamortized cost of (a) the Work and (b) leasing commissions actually paid by Landlord in connection with this Lease (collectively, the “Termination Payment”). It is hereby understood and agreed that in calculating the Termination Payment, the then unamortized costs of the Work, leasing commissions, and “free rent” will be amortized over a period of eighty-eight (88) months of paid rent beginning on May 1, 2007 (assuming the Commencement Date is July 1, 2006) utilizing an interest rate of eight percent (8%) per annum. After Landlord’s receipt of the Termination Payment and so long as Tenant has surrendered the Premises in the condition required under the Lease, neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Actual Termination Date, except those which, by the provisions of this Lease, expressly survive the termination of this Lease. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed the Expiration Date executed as of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Subleasedate first written above. Sublessor shall have the right and option to terminate this Sublease upon not less than three LANDLORD: GATEWAY WINDWARD, INC., a California corporation By: Invesco Institutional (3N.A.), Inc., as advisor By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice-President Execution Date: 12/21/05 (Signatures Continued from Preceding Page) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination rightTENANT: OPTIO SOFTWARE, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination INC., a Georgia corporation By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: CFO Execution Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease.: 12/21/05 EXHIBIT C

Termination Option. So long as there exists no event of default either at the time of exercise or on the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee Subtenant shall have the right and option to terminate this Sublease (the “Termination RightOption”) upon effective as of any date immediately preceding July 12, 2011, by giving Sublandlord irrevocable, written notice of its intention to do so, (the “Termination Notice”) not less than three one hundred eighty (3180) months days prior written to the date specified in the Termination notice as to Sublessorthe date on which this Sublease shall terminate (the “Termination Date”). The parties agree that if Sublessee fails Time shall be of the essence as to subtenant’s obligation to give the Termination Notice not less than one hundred eighty 180) days prior to the termination date. If Subtenant shall exercise the Termination Option, then Subtenant shall surrender the Premises to Sublandlord on the Termination date in the condition required by this Sublease, and upon such surrender of the Premises this Sublease shall be deemed cancelled and no longer of any force or effect, except for obligations of subtenant which are expressly (or by incorporation by reference) stated in this Sublease to survive its termination or expiration. Subtenant’s obligation to pay Sublease rent due and payable under this sublease through the Termination Date shall survive the Termination Date. Any rent not calculable on the Termination Date shall be apportioned as of the Termination Date. In the event Subtenant elects to exercise the Termination Right strictly in accordance with this Sectionoption, then subtenant shall afford Sublandlord and its representatives reasonable access to the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise premises for the purpose of showing the Termination Right, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this SubleasePremises.

Termination Option. So long The period of time between the date hereof and 4:00 p.m. on September 17, 2000 is hereinafter referred to as there exists the "Inspection Period." Buyer, in its sole discretion, may elect to terminate this Agreement, for any reason or no event reason, by giving notice of default either at such election to Seller on any day prior to and including the final day of the Inspection Period (time being of exercise or on the Early Termination Date (as hereinafter definedessence of the giving of such notice), in which event, except as expressly set forth herein, neither Seller nor Buyer shall have any further liability or obligation to the other hereunder. If such termination by Buyer occurs on or prior to the date which is twenty (20) days after the date of this Sublease is Agreement, then the Initial Deposit shall be returned to Buyer; however, if such termination occurs after said twenty (20) day period, then the Initial Deposit shall be nonrefundable and shall be retained by Seller as it's own property, free and clear of any rights or claims of Buyer. If Buyer does not elect to terminate this Agreement, then by not later than the expiration of the Inspection Period, Buyer shall deliver the Additional Deposit to Escrow Agent. If Buyer timely delivers the Additional Deposit to Escrow Agent, as aforesaid, the delivery of the Additional Deposit shall be considered an election by Buyer not to terminate this Agreement, and all of the conditions of this Section 4.3 shall be considered satisfied and the Buyer's termination option under this Section 4.3 shall be null and void and of no further force or effect, and this Agreement and the obligations of the parties shall remain in full force and effect. Without limiting the foregoing, and if Buyer fails to deliver the Sublessee named herein is in occupancy Additional Deposit by not later than the expiration of the entire Demised PremisesInspection Period, Sublessee then such failure shall have the right and option be considered to be an election by Buyer to terminate this Sublease (Agreement, in which event the “Termination Right”) upon not less than three (3) months prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this SectionInitial Deposit shall be nonrefundable and shall be retained by Seller as its own property, then the Termination Right shall automatically lapse free and Sublessee clear of any rights or claims of Buyer, and except as expressly set forth herein, neither Seller nor Buyer shall have no right any further liability or obligation to terminate the other hereunder. Except as set forth in this Sublease. Upon timely exercise of the Termination RightArticle 4, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) there are and shall be deemed no conditions or contingencies, of any kind whatsoever, to the Expiration Date obligation of Buyer to purchase the Term Property, including, without limitation, any contingencies relating to the obtaining of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease. Sublessor shall have the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Subleasefinancing by Buyer.

Termination Option. So long as there exists no event of default either at the time of exercise or on the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee Tenant shall have the a one-time right and option to terminate this Sublease Lease (the “Termination RightOption”) upon not less than three (3) months prior written ), by notice to Sublessor. The parties agree that if Sublessee fails to exercise the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse and Sublessee shall have no right to terminate this Sublease. Upon timely exercise of the Termination Right, the date referenced in Sublessee’s notice as the date of termination Landlord (the “Early Termination Notice”) given no earlier than June 1, 2011 and no later than July 31, 2012, which termination shall, subject to the provisions of this Article 33, be effective on June 30, 2013 (the “Termination Date”), provided that (i) this Lease shall be deemed in full force and effect and no Material Default shall have occurred and be continuing on the Expiration Date date of the Term Tenant’s giving of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance Notice and on the Termination Date, and (b) together with the terms Early Termination Notice, Tenant shall pay to Landlord the sum of this SubleaseThree Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (the “Termination Payment”). Sublessor Time shall be of the essence as to the giving of the Early Termination Notice by Tenant, and if Tenant fails to timely give the Early Termination Notice, Tenant shall have no further rights under this Article 33 to exercise the right and option Early Termination Option or otherwise to terminate this Sublease upon not less than three (3) months Lease prior written notice to Sublesseethe Expiration Date. Upon In the event that Tenant shall timely give the Termination Notice and shall otherwise comply with the conditions set forth in this Article 33 to the exercise of the Sublessor’s termination rightTermination Option, including the making of the Termination Payment, this Lease and the Term shall expire and come to an end on the Termination Date with the same effect as if such date referenced in Sublessor’s notice as were the date Expiration Date, and Tenant shall remain liable to pay all Fixed Rent and Additional Rent due and payable, and to perform any and all other obligations of termination (Tenant accruing under this Lease on or prior to the “Early Termination Date”) . On the Termination Date termination, Tenant shall be deemed the Expiration Date vacate and deliver possession of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date to Landlord as provided in accordance with the terms of this SubleaseArticle 20.

Termination Option. So long as there exists Provided no event Event of default either at Default has occurred under this Lease beyond the time expiration of exercise or on the Early Termination Date (as hereinafter defined)all applicable grace and/or cure periods expressly set forth herein, this Sublease is in full force and effect, and the Sublessee named herein is in occupancy of the entire Demised Premises, Sublessee Tenant shall have the right and a one-time option to terminate this Sublease Lease (the “Termination RightOption”). The Termination Option will become effective as of the last day of the calendar month following the two (2) year anniversary of the Commencement Date (the “Termination Date”) upon not less than provided Xxxxxx has delivered written notice of such termination (the “Termination Notice”) to Landlord on or before the date that is six (6) months prior to the Terminate Date, time being of the essence. As set forth below, Tenant must pay to Landlord, by wire transfer, a termination fee equal to three (3) months prior written notice to Sublessor. The parties agree that if Sublessee fails to exercise of the Termination Right strictly in accordance with this Section, then the Termination Right shall automatically lapse escalated Rent and Sublessee shall have no right to terminate this Sublease. Upon timely exercise Additional Rent due from Tenant as of the Termination Right, the date referenced in Sublessee’s notice as the date of termination Date (the “Early Termination DateFee”) ). Tenant shall be deemed pay the Expiration Date Termination Fee contemporaneously with its delivery of the Term Termination Notice. In such event, Xxxxxx will vacate and surrender possession of the Sublease and Sublessee shall surrender Premises to Landlord on the Demised Premises on or before the Early Termination Date in accordance with the terms manner required under this Lease. Any attempt by Tenant to exercise its Termination Option by any method, at any time or in any circumstances other than as specifically set forth in this Article 42 will be null and void and of this Subleaseno force or effect at the sole option and discretion of Landlord. Sublessor The Termination Option is reserved to Tenant and will not inure to the benefit of any sublessees, transferees, successors and/or assigns of Tenant. Tenant shall have remain liable to Landlord for any and all Rent and Additional Rent and to perform any and all of Tenant’s obligations which accrue prior to the right and option to terminate this Sublease upon not less than three (3) months prior written notice to Sublessee. Upon exercise of Termination Date but which become due on or after the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this Sublease.

Termination Option. So During the initial Term only, so long as there exists no event of default either at the time of exercise or on the Early Termination Date (as hereinafter defined), this Sublease is in full force and effect, and the Sublessee Tenant named herein is in occupancy has not assigned any portion of this Lease ( other than pursuant to a Permitted Transfer) nor sublet any portion of the entire Demised Premises, Sublessee Tenant shall have the a one (1) time right and option to terminate this Sublease Lease (the “"Termination Right”") effective at any time after the end of the sixtieth (60th) complete calendar month following the Rent Commencement Date (the "Early Termination Date") upon not less than three nine (39) months and not more than twelve (12) months prior written notice to SublessorLandlord. The parties agree that if Sublessee Following such notice, Tenant shall deliver to Landlord, prior to the scheduled Early Termination Date, a termination payment equal to the sum of (i) the unamortized balance of Landlord's "Lease Costs" (as hereinafter defined) plus (ii) three (3) full months of Base Rent at the rate payable as of the final month of the Term. If Tenant fails to exercise the Termination Right strictly in accordance with this Sectionsection, time being of the essence, then the Termination Right shall automatically lapse and Sublessee Tenant shall have no right to terminate this SubleaseLease. Upon timely exercise of the Termination RightRight in compliance with the terms hereof, the date referenced in Sublessee’s notice as the date of termination (the “Early Termination Date”) Date shall be deemed the Expiration Date of the Term of the Sublease and Sublessee Tenant shall surrender the Demised Premises on or before the Early Termination Date in accordance with the terms of this SubleaseLease. Sublessor shall have Notwithstanding the right and option foregoing, any failure of Tenant to terminate this Sublease upon not less than three (3) months prior written notice timely deliver the termination payment or to Sublessee. Upon exercise of the Sublessor’s termination right, the date referenced in Sublessor’s notice as the date of termination (the “Early Termination Date”) shall be deemed the Expiration Date of the Term of the Sublease and Sublessee shall timely surrender the Demised Premises on or before the Early Termination Date in strict accordance with the terms of this Subleasesection shall be an incurable default not requiring the delivery of any further notice to Tenant, and in such event, Landlord, in Landlord's sole and absolute discretion, may elect to either (a) treat such failure as a failure of a necessary condition to the effectiveness of Tenant's exercise of the Termination Right, in which case Tenant's notice electing to terminate the Lease shall be deemed revoked and this Lease shall continue in effect without any further right of Tenant to terminate the Lease, or (b) Landlord may elect to treat Tenant's exercise of the Termination Right as effective notwithstanding such failure, in which case such failure shall be deemed a holdover of Tenant for each day that such failure continues beyond the Early Termination Date. For the purposes hereof, "Lease Costs" shall be the cost of all brokerage commissions, rental abatements, legal fees, Tenant allowances, work performed by Landlord to the Premises, and any other Tenant inducements paid or provided under this Lease plus interest on the foregoing items accruing from the Rent Commencement Date at the rate of eight percent (8%) per annum. For purposes of determining the unamortized balance of Lease Costs, Lease Costs shall be amortized on a straight line basis over the initial Term.