Common use of Termination Right Clause in Contracts

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.

Termination Right. For purposes of clarity, Section 47 is hereby deleted in its entirety and amended as follows: “Provided an Event of Default does not exist on the date set for exercise or the date set for termination and subject to the conditions set forth herein, Tenant shall give have the one-time right during the thirty days immediately following the end of the seventy-eighth full calendar month of the Term (such thirty-day period being hereinafter referred to as, the “Termination Notice Period”), to provide Landlord immediate written notice of any damage its intent to terminate the Premises. Thereafter, Landlord shall send Tenant written notice Lease (the “Estimated Time Termination Notice”) ). In the event Tenant timely delivers such Termination Notice to Landlord during the Termination Notice Period, this Lease shall terminate effective as of the estimated period end of timethe eighty-fourth full calendar month of the initial Term. In the event Tenant fails to deliver the Termination Notice during the Termination Notice Period, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premisestermination right under this Section 47 shall be of no further force and effect. Subject Tenant’s right to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten pursuant to this Section 47 is expressly conditioned upon Tenant timely paying the Termination Payment (10as hereinafter defined) days after Tenant receives in immediately available funds and strictly in accordance with the Estimated Time Notice (terms of this Section, time being of the essence). For purposes of this Lease, which termination the “Termination Payment” shall be effective thirty (30) days after delivery an amount equal to the then unamortized amount of such notice of termination to the Tenant Allowance paid by Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination The Termination Payment shall be due on or before the effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACdate.”

Termination Right. Tenant shall give Landlord immediate written notice of any damage to have the Premises. Thereafterright, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject subject to the provisions of Paragraph 9.2this Section 41, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending (“Termination Right”) with respect to the entire Premises only as of expiration of the 84th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being “Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the essenceEarly Termination Date, and (ii) concurrent with Tenant’s delivery of the Termination Notice to Landlord, an early termination payment equal to the sum of (1) the unamortized amount of the Tenant Improvement Allowance as of the Early Termination Date with amortization calculated on a straight line basis from the Rent Commencement Date through the Base Term, (2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease as of the Early Termination Date, with amortization calculated on a straight line basis from the Rent Commencement Date through the Base Term, and (3) the unamortized amount as of the Early Termination Date of the Additional Tenant Improvement Allowance actually disbursed by Landlord to Tenant, if any, with amortization calculated on a straight line basis from the Rent Commencement Date through the Base Term (all calculated using an 8% annual interest rate) (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, which Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be effective thirty (30) days after delivery deemed to have waived its Termination Right and the provisions of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of this Section 41 shall have no further force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACor effect.

Termination Right. Provided Tenant shall give Landlord immediate written notice is not in default under or breach of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business this Lease either at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by time Tenant of delivers its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Termination Notice (time being of as defined below) or on the essence), which termination shall be effective thirty Termination Date (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeureas defined below), then Tenant may elect to terminate this Lease as of the last day of any calendar month on or after June 30, 1999 (the 'Termination Date') by sending delivering to Landlord written notice thereof within ten of Tenant's election (10) days after the expiration 'Termination Notice'). The Termination Notice must specify the Termination Date and must be received by Landlord on or before December 31, 1998. If Landlord does not receive the Termination Notice on or before December 31, 1998, then Tenant shall not have any termination rights under this Lease and the provisions of such ninety (90) day period (time being this Section 6.21 shall be of no further force or effect. As consideration for Tenant's termination of this Lease, Tenant shall pay to Landlord, concurrently with Tenant's delivery of its Termination Notice, by certified or bank cashier's check or by a wire transfer of funds, an amount equal to the sum of the essencefollowing amounts: (a) an amount equal to two (2) months' Base Rent in effect on the Termination Date; plus (b) the amount set forth on Schedule 1 attached hereto and incorporated herein by reference next to the month during which the Termination Date will occur (for example, if the Termination Date selected by Tenant is July 31, 1999, then Tenant shall pay the sum of two (2) months' Base Rent at the rate applicable to July, 1999, plus the amount set forth on Schedule 1 for July 31, 1999. Landlord and Tenant agree that Schedule 1 attached hereto is calculated based upon a tenant improvement allowance of $521,230, amortized over the remaining Term of this Lease at an interest rate of eleven percent (11%) per annum, and each amount set forth on Schedule 1 is the remaining balance due as of the last day of the corresponding month. Tenant's right to terminate this Lease under this Section 6.21 is personal to Tenant, may not be exercised by or be assigned to any person or entity other than Tenant (including, without limitation, any subtenant), which termination and shall terminate and be effective thirty (30) days after delivery of such notice no further effect upon any assignment of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACLease."

Termination Right. Tenant shall give Landlord immediate written notice of any damage have the right to terminate the Premises. Thereafter, Landlord shall send Tenant written notice Lease (the “Estimated Time NoticeTermination Right”) effective as of the estimated period end of timethe seventh (7th) Lease year (the “Termination Date”) provided Tenant has given unconditional written notice to Landlord exercising its Termination Right on or before the last day of the sixth (6th) Lease year. Notwithstanding the foregoing provision, as determined by Tenant’s exercise of its Termination Right hereunder shall, at Landlord’s architectelection, that repair of such damage will substantially interfere with be void if (i) Tenant is in default hereunder past any applicable cure period at the conduct of time Tenant elects to terminate the Lease or (ii) Tenant is in default hereunder past any applicable cure period at the time the Lease would be terminated pursuant to Tenant’s business at election to terminate. If Tenant exercises its Termination Right hereunder, Tenant shall peaceably surrender the Premises to Landlord on or before the Termination Date in accordance with Section 5.1.9. If Tenant fails timely to surrender the Premises. Subject to , the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect Section 5.1.10 shall apply and Tenant shall be liable for any holdover rent and damages as set forth in herein. If Tenant exercises the Estimated Time NoticeTermination Right then upon the effective Termination Date, there will be substantial interference Tenant shall pay a surrender fee equal to the unamortized portion of all reasonable transaction costs including, but not limited to, the Tenant Improvement Allowance, the Space Planning Allowance, the Stairwell Allowance and commissions, legal fees, free rent, space planning fees, Lease Liability Payments actually paid to Tenant or its representatives (collectively “Lease Expenses”), as amortized over the Initial Term at an interest rate of nine percent (9%) calculated on a monthly basis with the conduct by Tenant of its business payments made at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being beginning of the essence)month. In addition, which termination Tenant shall be effective thirty pay an amount equal to six (306) days after delivery months’ Fixed Rent based on a Fixed Rent rate of such notice of termination $28.35 per RSF (average fixed rent over the Initial Term) plus an amount equal to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety six (906) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. months’ Additional Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACdue hereunder.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage Premises or the Building shall be damaged to such an extent that substantial alteration or reconstruction of the Premises is such thator the Building is, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at sole opinion required (whether or not the Premises for are damaged) or if any mortgagee under a period exceeding ninety (90) consecutive daysmortgage or deed of trust covering the Building or Industrial Center requires that the insurance proceeds payable as a result of the fire or casualty be used to retire the mortgage debt, then Landlord may, at its sole option terminate this Lease upon written notice to Tenant within 60 days of the date of damage. If Landlord does not terminate this Lease under this Paragraph 9.1, Landlord shall deliver to Tenant a non-binding estimate of the time needed to repair and restore the Premises or the Building within 60 days after the date of the damage. If Lxxxxxxx’s estimate states that repair and restoration will not be completed within 180 days after the date of the damage, Tenant may terminate this Lease by sending giving Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s within I 0 business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being date Tenant receives Landlord’s estimate. If Landlord or Tenant terminates this Lease under this Paragraph 9.1, the Rent abates as of the essencedate of the damage. Multi-Tenant Lease – PLx Pharma Inc. If neither party terminates this Lease, Landlord shall within 75 days after the date of the damage commence to repair and restore the Industrial Center to substantially the same condition as prior to the casualty. Tenant shall assign to Landlord (or Landlord’s designee) all insurance proceeds payable to Tenant under the property insurance required under Paragraph 8.2 to the extent attributable to Tenant improvements and betterments, but not to the extent attributable to Tenant’s personal property located in the Premises, and Landlord shall repair and replace the Building standard improvements, Tenant Improvements, and alterations installed in the Premises; except that if the cost of the repair and replacements for the Tenant Improvements (based on Landlord’s or its contractor’s estimate of the cost) exceeds the insurance proceeds received by Landlord from Tenant’s insurance carrier (which Tenant shall cause its insurance carrier to pay to Landlord), which termination Tenant shall be effective thirty (30) days after delivery of such notice of termination pay the shortfall to Landlord prior to Landlord’s repair of the damage. No such termination shall excuse the performance by Landlord Entity is liable for any inconvenience or annoyance to any Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion Entity or injury to the degree business of interference Tenant resulting in any way from casualty damage or the repairs (INCLUDING ANY INCONVENIENCE, ANNOYANCE, OR INJURY RESULTING SOLELY OR IN PART FROM THE NEGLIGENCE BUT NOT TO THE EXTENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY LANDLORD ENTITY); except that during the period that there is such substantial interference with time and to the conduct extent the Premises are unfit for occupancy, Landlord shall grant to Tenant a fair diminution of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACRent.

Termination Right. In the event Landlord has failed to cause the Delivery Date to occur on or before (i) April 1, 2017, if Tenant shall give Landlord immediate written notice of utilizes Xxxxxxx Xxxxxx as the Contractor or (i) June 15, 2017, if Tenant utilizes any damage to the Premises. Thereafter, Landlord shall send Tenant written notice other Contractor (the “Estimated Time NoticeTermination Outside Delivery Date”) , which date, shall be extended by virtue of the estimated period of timeForce Majeure Delay (as defined in Section 1.6.4 below), and any Tenant Delay (as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, defined in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysSection 1.6.3 below)), then Tenant may deliver a notice to Landlord (a “Termination Notice”) electing to terminate this Lease effective upon the date occurring five (5) business days following receipt by sending Landlord written notice thereof within ten of the Termination Notice (10the “Termination Effective Date”). The Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Termination Outside Delivery Date (as the same may be extended by Force Majeure Delay or Tenant Delay) nor later than fifteen (15) business days after the Termination Outside Delivery Date. The effectiveness of any such Termination Notice delivered by Tenant receives to Landlord shall be governed by the Estimated Time terms of this Section 1.6.1. If Tenant delivers a Termination Notice (time being to Landlord, then Landlord shall have the right to suspend the occurrence of the essence), which termination shall be effective Termination Effective Date for a period ending thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused Termination Effective Date by events of force majeure), then Tenant may terminate this Lease by sending Landlord delivering written notice thereof to Tenant, prior to the Termination Effective Date, that, in Landlord’s reasonable, good faith judgment, the Delivery Date will occur within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery the Termination Effective Date. If the Delivery Date occurs within such thirty (30) day suspension period, then the Termination Notice shall be of no force or effect, but if the Delivery Date does not occur within such thirty (30) day suspension period, then this Lease shall terminate upon the expiration of such notice of thirty (30) day suspension period. Upon any termination to Landlord. No such termination shall excuse the performance by as set forth in this Section 1.6.1, Landlord and Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion relieved from any and all liability to the degree of interference during the period each other resulting hereunder except that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of Landlord shall return to Tenant any prepaid rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.L-C.

Termination Right. Provided that an Event of Default does not exist under the Lease at the time Tenant shall give Landlord immediate written notice delivers its Cancellation Notice (as defined below), Tenant may terminate the Lease effective as of any damage to the Premises. ThereafterOctober 31, Landlord shall send Tenant written notice 2019 (the “Estimated Time Early Termination Date”), by written notice to Landlord of such termination given no later than one year prior to the Early Termination Date (the “Cancellation Notice”). Tenant shall accompany its Cancellation Notice with payment to Landlord of a payment (the “Advance Termination Payment”) of in an amount equal to Forty-Seven Thousand Two Hundred Eighty-Three and 90/100 Dollars ($47,283.90). A Cancellation Notice shall not be valid or effective unless the estimated period of timesame is accompanied by the Advance Termination Payment. Provided that Tenant timely delivers the Cancellation Notice and the Advance Termination to Landlord, as determined by Landlord’s architect(i) this Lease shall terminate on the Early Termination Date, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to and (ii) notwithstanding the provisions of Paragraph 9.2Section 2 of this Amendment, if all references in the damage Lease to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination “Expiration Date” shall be effective thirty deemed to be the Early Termination Date. In addition to the Advance Termination Payment, within sixty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (1060) days after the expiration Early Termination Date, Tenant shall deliver to Landlord Tenant’s good faith calculation of (a) the amount of Impositions incurred with respect to the Building for the one year period ending on the Early Termination Date and (b) the cost incurred by Tenant to provide the Property Policy coverage required under Section 1 of Schedule I of the Lease, together with a payment in an amount equal to twenty-five percent (25%) of the amount of such ninety (90) day period (time being Impositions and cost of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to LandlordProperty Policy. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at obligation to deliver such calculation and payment shall survive the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACLease.

Termination Right. If the Premises are damaged in whole or in part by fire, the elements, or any other cause whatsoever, then Landlord shall restore the same to substantially the same condition existing immediately prior to such damage, unless the Lease is terminated by Landlord or Tenant pursuant to this Paragraph 9.1. Tenant shall give Landlord immediate written notice of any damage to the Premises. ThereafterWithin sixty (60) days following such damage, Landlord shall send inform Tenant written notice (the “Estimated Time Notice”) in writing of Landlord’s estimate of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at time required to complete repairs to the Premises. Subject to the provisions of Paragraph 9.2, if the damage Premises or the Building shall be damaged to the Premises such an extent that there is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysPremises, then Tenant may terminate this Lease by sending Landlord written notice thereof within either party, at any time prior to commencement of repair of the Premises and following ten (10) days after Tenant receives written notice to the Estimated Time Notice (time being of the essence)other party, which termination shall be may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Further, if any portion of termination the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may Landlord shall have the right to terminate this Lease by sending Landlord delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Additionally, if the repair of any such damage is not completed within one hundred eighty (180) days (regardless of the time estimated for completion of the repairs), Tenant shall have the right to terminate this Lease by delivering written notice thereof to Landlord within ten thirty (1030) days after the expiration of the 180-day period, with any such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such the notice of termination to Landlordtermination, unless all such repairs are completed within such latter thirty (30) day period. No such Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord sole remedy with respect to keep in good order, condition and repair the foundations and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACcause thereof.

Termination Right. Tenant shall give Landlord immediate written notice Further, if the Substantial Completion Date has not occurred within one hundred twenty (120) days of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice applicable Milestone Deadline set forth above (the “Estimated Time NoticeMilestone Termination Date”) ), subject to extension by virtue of Force Majeure Delay, and Tenant Delay, Tenant shall have the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject right to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten to Landlord (10“Milestone Failure Termination Notice”) effective upon the date occurring five (5) business days after Tenant receives following receipt by Landlord of the Estimated Time Milestone Failure Termination Notice (time being the “Milestone Termination Effective Date”). As a condition precedent to such termination, concurrently with delivery of the essence)Milestone Failure Termination Notice, which Tenant shall deliver the Milestone Termination Fee (as that term is defined below) to Landlord. For purposes of this Lease, the “Milestone Termination Fee” shall mean $3,740,936.75. Should the Substantial Completion Date occur prior to Tenant’s exercise of the foregoing termination right, however, such termination right shall, in such event, expire and be of no further force or effect upon the occurrence of the Substantial Completion Date (provided that Tenant shall be effective entitled to receive all of the Late Milestone Abatements). If Tenant delivers a Milestone Failure Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of Milestone Termination Effective Date for a period ending thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused Milestone Termination Effective Date by events of force majeure), then Tenant may terminate this Lease by sending Landlord delivering written notice thereof to Tenant, prior to the Milestone Termination Effective Date, that, in Landlord’s reasonable, good faith judgment, the Substantial Completion Date will occur within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after the Milestone Termination Effective Date. If the Substantial Completion Date has occurred within such thirty (30) day suspension period, then the Milestone Failure Termination Notice shall be of no force or effect, and Landlord shall return the Milestone Termination Fee to Tenant, but if the Substantial Completion Date has not occurred within such thirty (30) day suspension period, then this Lease shall terminate upon the expiration of such thirty (30) day suspension period. The Milestone Termination Effective Date shall be extended to the extent of any Force Majeure Delays and Tenant Delays occurring after Tenant’ delivery of such notice of a Milestone Failure Termination Notice. Upon any termination to Landlord. No such termination shall excuse the performance by as set forth in this Section 1.7.2, Landlord and Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion released from any and all liability to the degree of interference during the period that there is such substantial interference with the conduct of each other resulting under this Lease. Tenant’s business at rights to receive the Premises. Abatement of rent Late Milestone Abatements and Tenant’s right of termination pursuant to terminate this provision Lease, as set forth in this Section 1.7, shall be Tenant’s only sole and exclusive remedies at law or in equity for the failure of Landlord a Milestone to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACbe satisfied by any particular date.

Termination Right. Notwithstanding anything to the contrary herein, provided and upon condition that Tenant is not in default of this Lease beyond applicable cure periods at the time Tenant delivers the Early Termination Notice or on the Early Termination Date, Tenant shall give have a one-time option to terminate this Lease, effective the first day of the ninety-seventh (97th) month after the Commencement Date of this Lease, (such date, the “Early Termination Date”) only exercisable by Tenant giving Landlord immediate written notice of any damage Tenants election to the Premises. Thereafter, Landlord shall send Tenant written notice terminate this Lease (the “Estimated Time Early Termination Notice”) ), which Termination Notice must be received by Landlord on or before the first day of the estimated period eighty-fifth (85th) month after the Commencement Date of timethis Lease, as determined by Landlord’s architect, that repair time being of the essence of such damage will substantially interfere with date. As consideration for and a condition precedent to Landlord granting to Tenant the conduct of Tenantoption to terminate the Lease as set forth herein, the Termination Notice shall be accompanied by a certified or cashier’s business at the Premises. Subject check made payable to the provisions order of Paragraph 9.2the Landlord in the amount of the Termination Payment (as defined below). Failure of Tenant to timely deliver the Early Termination Notice and/or the Termination Payment shall terminate any option or right Tenant may have hereunder. In the event Tenant delivers the Termination Notice and the Termination Payment to Landlord in a timely manner, if Tenant shall nonetheless be responsible to continue to comply with all of the damage terms and conditions and perform all of its obligations contained in the Lease, including, but not limited to, the payment of all Base Rent and Additional Rent and other charges accruing under the Lease through and including the Termination Date. For the purposes hereof, the Termination Payment shall mean an amount equal to the Premises is such that, in sum of the opinion following: (i) the sum of Three Hundred Twenty-One Thousand Seven Hundred Ninety-Eight and 26/100 Dollars ($321,798.26); plus (ii) the unamortized portion of all of Landlord’s architect leasing costs, including any costs associated with Landlord’s Work as set forth in the Estimated Time NoticeArticle 6, there will be substantial interference any allowances, abatements and brokerage commissions in connection with the conduct by Tenant Lease, and any actual third party out of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere pocket legal fees and costs incurred with the conduct drafting, negotiation, and completion of Tenant’s business this Lease, amortized over the Term at an interest rate of eight percent (8%) (the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure“Termination Payment”), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.

Termination Right. Tenant During the Term, if Sublessor is unable to accommodate Sublessee's expansion needs within the Building, if any, with space that is adjacent to or in close proximity to the Subleased Premises and subject to Sublessee's reasonable approval or if Sublessor and Sublessee fail to reach agreement after Sublessor notifies Sublessee that certain Expansion Space has become available, then Sublessee shall give Landlord immediate have a one time right to terminate this Sublease on the date that is twenty-seven (27) months after the Commencement Date (the "Early Termination Date"), provided that Sublessee provides Sublessor with written notice of any damage given at least six (6) months prior to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to LandlordEarly Termination Date. If the Estimated Time Notice states that repair Sublessee elects to terminate this Sublease in accordance with this Xxxxxxxxx 00, Xxxxxxxxx shall pay to Sublessor on or before the Early Termination Date an amount equal to all unamortized transactions costs (including reasonable attorneys' fees, brokerage commissions and the cost of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive daysSublessor's Work, but such repair does in fact interfere excluding the free rent) with the conduct of Tenant’s business at the Premises for a period in excess of ninety respect to this Sublease plus one month's Rent, which amount shall not exceed $70,000.00. Sublessor shall, within sixty (9060) days (excluding delays caused by events of force majeure)following the Commencement Date hereof, then Tenant may terminate deliver a statement to Sublessee certifying to Sublessee all actual out-of-pocket transaction costs relating to this Lease by sending Landlord written notice thereof within ten (10) days after Sublease. In the expiration event of such ninety (90) day period (time being of election by Sublessee, this Sublease shall terminate on the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse Early Termination Date as if the performance by Tenant of those covenants which under Early Termination Date were the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACExpiration Date hereof.

Termination Right. Tenant shall give Landlord immediate written notice of any damage have the option to terminate this Lease during each Renewal Term beginning with the Second Renewal Term pursuant to the Premisesterms and conditions set forth in this Section 5d. Thereafter, Landlord shall send Tenant written notice may terminate the applicable Renewal Term on the last day (the “Estimated Time Notice”"Termination Date") of the estimated period of time, as determined by Landlord’s architect, that repair thirty-sixth (36th) month following the commencement of such damage will substantially interfere Renewal Term (with respect to the Second Renewal Term, such day being December 31, 2005), provided Tenant complies with the conduct of Tenant’s business at following conditions: (1) Tenant delivers irrevocable written notice to Landlord on or before the Premises. Subject date which is 270 days prior to the provisions Termination Date evidencing Tenant's election to terminate this Lease on the respective Termination Date; (2) no default or Event of Paragraph 9.2Default by Tenant shall have occurred under the Lease from the date of such termination notice to the Termination Date; (3) on the Termination Date, if Tenant shall have surrendered possession of the damage Premises in accordance with the terms of the Lease; and (4) on the Termination Date, Tenant shall have paid to Landlord in immediately available funds all Rent due and owing under the Lease including all accrued and unpaid Base Rent and Additional Rent together with an amount equal to the product of (x) costs and expenses incurred by Landlord in performing (or paid by Landlord to have performed) any improvements to the Premises as partial consideration for agreeing to the related Renewal Term plus all commissions and brokerage fees paid by Landlord in connection with the extension of the Term for the related Renewal Term plus any other concession made by Landlord or expense incurred by Landlord in consideration of the extension of the Term for the related Renewal Term (which, for the Second Renewal Term, shall include $256,704, an amount equal to the rent concession made by Landlord for the period from the commencement date for such Renewal Term to September 30, 2003) and (y) a fraction, the numerator of which is the number of months remaining in such thatRenewal Term and the denominator of which is the number of months from the commencement date to the expiration date for such Renewal Term had there been no termination (which, in the opinion case of Landlord’s architect the Second Renewal Term shall equal fifty-one (51) months so as set forth in to avoid any duplication of amortization periods from the Estimated Time Notice, there will be substantial interference with First Renewal Term of the conduct by Lease). If Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may elects to terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being during any Renewal Term and satisfies each of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure)terms and conditions set forth herein, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being shall automatically terminate on as of the essence), which termination shall be effective thirty (30) days after delivery respective Termination Date without the necessity of such notice of termination to Landlord. No such termination shall excuse the performance further action by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACeither party.

Termination Right. Provided that the Original Tenant is not in default under the Lease, as amended, as of the date of Tenant's delivery of the "Termination Notice," as that term is defined below, the Original Tenant shall give have a one-time right to terminate the Lease, as amended hereby, effective as of October 31, 2011 (the "Termination Date"), provided that (i) Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant receives written notice (the “Estimated Time "Termination Notice”") from Tenant on or before October 31, 2010, stating that Tenant irrevocably exercises its right to terminate the Lease, as amended hereby, pursuant to the terms and conditions of this Section 8, and (ii) Tenant pays to Landlord, concurrently with its delivery of the estimated period of timeTermination Notice, as determined an early termination fee, an amount equal to the sum of the (x) the Monthly Base Rent payable during the sixty-first (61st) through the sixty-third (63rd) months of the Extended Term, (y) the unamortized portion, as of the Termination Date, of all costs expended by Landlord’s architect, that repair of such damage will substantially interfere Landlord in connection with the conduct Tenant Improvements, the Tenant Improvement Allowance and any other allowances paid by Landlord in connection with any First Offer Space leased by Tenant, and (z) the unamortized portion, as of Tenant’s business the Termination Date, of all leasing commissions paid by Landlord in connection with the Lease, as amended, including any First Offer Space, with the costs set forth in items (y) and (z) above being amortized at an annual interest rate of seven percent (7%) over the Premisesinitial Extended Term. Subject Provided that the Original Tenant terminates the Lease, as amended, pursuant to the provisions terms of Paragraph 9.2this Section 8, if (A) the damage to Lease, as amended, shall automatically terminate and be of no further force or effect, (B) Landlord and Tenant shall be relieved of their respective obligations under the Premises is such thatLease, in as amended, as of the opinion of Landlord’s architect as Termination Date, except those obligations set forth in the Estimated Time NoticeLease, there will be substantial interference with as amended, which specifically survive the conduct expiration or earlier termination of the Lease, as amended including, without limitation, the payment by Tenant of its business at all amounts owed by Tenant under the Premises for a period exceeding ninety Lease, as amended, up to and including the 3 Termination Date, and (90C) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being as of the essence)date of Tenant's delivery of the Termination Notice, which termination Tenant's right lease any first offer space pursuant to Section 6, above, shall be effective thirty deemed null and void and no further force or effect. The rights contained in this Section 8 shall be personal to the Original Tenant and may only be exercised by the Original Tenant (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will and not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive daysany assignee, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being sublessee or other transferee of the essenceOriginal Tenant's interest in the Lease, as amended), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.

Termination Right. At any time after the First (1st) anniversary of the Lease Commencement Date, Tenant shall give Landlord immediate written notice have the right to terminate this Lease in respect to that certain approximate 34,895 square foot area ("TERMINATION Space") as outlined in orange on Exhibit A, attached hereto, effective as of any damage the date this Lease is terminated with respect to the Premises. Thereafter, Termination Space ("TERMINATION DATE") provided that: (a) Landlord shall send Tenant receives written notice (the “Estimated Time Notice”"TERMINATION NOTICE") from Tenant on or before the date which is six (6) months prior to the Termination Date stating that Tenant intends to terminate this Lease with respect to the Termination Space pursuant to the terms and conditions of this Article 17; (b) concurrent with Xxxxxxxx's receipt of the estimated Termination Notice, Landlord receives from Tenant the sum of (i) Eighty Thousand and No/100 Dollars ($80,000.00) and (ii) the brokers fee paid by Landlord (pursuant to Article 14 of this Lease) for the Termination Space for the period of timetime after the Termination Date, as determined by Landlord’s architect, that repair consideration for and as a condition precedent to such early termination; and (c) Tenant has not been in default under this Lease as of such damage will substantially interfere with the conduct date of Tenant’s business at 's delivery of the PremisesTermination Notice or Termination Date and (d) Tenant has not exercised its right to extend the initial Lease Term. Subject Provided that Tenant terminates this Lease, with respect to the provisions Termination Space, pursuant to the terms of Paragraph 9.2this Article 17, this Lease, with respect to the Termination Space, shall automatically terminate and be of no further force or effect as of the Termination Date, and Landlord and Tenant shall be relieved of their respective obligations under this Lease, with respect to the Termination Space, specifically including, without limitation, any right, if the damage any, Tenant may have to audit or review Landlord's books and records or to contest Tenant's payment of Other Periodic Payments; provided, however, notwithstanding anything to the Premises contrary contained in this Lease, with respect to any obligation of Tenant under this Lease, with respect to the Termination Space, which accrues prior to the Termination Date and is not satisfied by Tenant prior to the Termination Date (e.g., Xxxxxx's payment of Other Periodic Payments and Tenant's repair obligations), and Tenant's obligations that survive the termination of this Lease, with respect to the Termination Space, (including, without limiting to, Tenant's obligation to remediate any Environmental Damages, Landlord shall have all the rights and remedies with respect to such that, in the opinion of Landlord’s architect obligations as set forth in the Estimated Time Noticethis Lease, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion respect to the degree of interference during Termination Space. Tenant shall vacate the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination Termination Space pursuant to this provision Lease, and surrender and deliver exclusive possession thereof to Landlord on or before the Termination Date in accordance with the provisions of this Lease. In the event Tenant retains possession of the Termination Space or any part thereof after the Termination Date, then the provisions of Section 2.04 of this Lease shall apply. The rights contained in this Article 17 shall be Tenant’s personal to the Original Tenant and Tenant Affiliate and may only remedies for failure of Landlord to keep in good order, condition be exercised by the Original Tenant and repair Tenant Affiliate if the foundations Original Tenant and exterior walls of Tenant Affiliate occupies the Building, Building roof, utility systems outside the Building, the Common Areas and HVACentire Property.

Termination Right. If Landlord does not substantially complete Landlord's Work by JUNE 1, 2003, subject to extensions of said date occasioned by any Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice Delays and Force Majeure Delays (the “Estimated Time Notice”) "Termination Date"), and if no Event of Default of Tenant under the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysLease remains uncured, then Tenant may shall have the right to terminate this Lease by sending giving Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration Termination Date. If Tenant so terminates the Lease, Landlord will refund to Tenant any prepaid Rent and/or Security Deposit posted by Tenant under this Lease, and the parties shall have no further obligations under this Lease. If Tenant does not so notify Landlord of such ninety its desire to terminate the Lease, then the Lease will continue in full force and effect, and Tenant's right to terminate this Lease shall forever lapse. In no event shall Landlord be liable in damages or otherwise for any failure to substantially complete Landlord's Work by the Termination Date. EXHIBIT "D" CERTIFICATE OF DELIVERY OF POSSESSION AND COMMENCEMENT DATE OF LEASE THIS CERTIFICATE OF DELIVERY OF POSSESSION AND COMMENCEMENT DATE OF LEASE, made on this ___ day of _________, 2002 (90) day period herein after referred to as the "Certificate"), between SENECA XXXXXXX CORPORATE CENTER II L.L.C., a Maryland limited liability company (time being hereinafter referred to as the "Landlord"), whose address for purposes hereof is c/o Minkoff Development Corporation 0000 Xxxxxxx Xxxx, Gaithersburg, MD 20877; and ADVANCIS PHARMACEUTICAL CORPORATION, a Delaware corporation, qualified to transact business and in good standing under the laws of the essenceState of Maryland (hereinafter referred to as the "Tenant"), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms whose address for purposes hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order20417 - 00000 XXXXXXXXX XXXX, condition and repair the foundations and exterior walls of the BuildingXXXXXXXXXX, Building roof, utility systems outside the Building, the Common Areas and HVACXXXXXXXX 00000.

Termination Right. Tenant shall give hereby grants to Landlord immediate written notice an ongoing right to terminate the Lease with respect to all or any full floor of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice which right may be exercised on multiple occasions during the remaining Lease Term (the “Estimated Time Landlord Termination Right”). Landlord shall exercise the Landlord Termination Right by delivering not less than 90- days prior written notice to Tenant (the “Termination Notice”), which Termination Notice shall indicate (i) the full floor or floors of the estimated period Premises as to which Landlord is electing to terminate the Lease (the “Terminated Space”), and (ii) the elected date of timetermination (the “Termination Date”) which Termination Date shall not be less than 90-days nor more than twelve (12) months after the date of delivery of the Termination Notice. If Landlord exercises the Landlord Termination Right as provided above, as determined by Landlord’s architect, that repair then the Lease shall terminate and be of such damage will substantially interfere no further force or effect with the conduct of Tenant’s business at the Premises. Subject respect to the provisions Terminated Space as of Paragraph 9.2the Termination Date, if and Landlord and Tenant shall be relieved of their respective obligations under the damage Lease with respect to the Premises is such thatTerminated Space, in except those obligations under the opinion Lease which expressly survive the expiration or earlier termination of Landlord’s architect as set forth in the Estimated Time NoticeLease (including, there will be substantial interference with without limitation, the conduct payment by Tenant of its business all amounts owed by Tenant under the Lease with respect to the Terminated Space through and including the Termination Date). Without limiting the generality of the foregoing, Xxxxxx shall vacate and surrender possession of the Terminated Space to Landlord on or before such Termination Date in the condition otherwise required to be vacated and surrendered at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being end of the essence)Lease Term. In the event Tenant fails to so surrender the Terminated Space to Landlord on or before the Termination Date, which termination shall be effective thirty (30) days after delivery the holdover provisions of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being Article 16 of the essence)Office Lease shall apply (it being understood and agreed that any holdover rent for purposes of Terminated Space will be based upon, which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse and limited to, the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls rentable square footage of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACTerminated Space).

Termination Right. Notwithstanding anything to the contrary contained in this Lease, Tenant shall give Landlord immediate have the one time right to terminate this Lease effective on the seventh (7th) anniversary of the Rent Commencement Date (“Termination Right”). In order to exercise the Termination Right, Tenant shall be required to deliver written notice of any damage to Landlord not less than six (6) months prior to the Premises. Thereafter, Landlord shall send Tenant written notice seventh (7th) anniversary of the Rent Commencement Date (“Estimated Time Termination Notice”). In the event that a Termination Notice is timely delivered by Tenant, the Lease shall terminate on the seventh (7th) anniversary of the estimated period of time, Rent Commencement Date (“Termination Date”). Tenant shall be required to pay a “Termination Fee” (as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, hereafter defined) in the opinion consideration of Landlord’s architect as set forth agreement to grant the Termination Right. Tenant shall be required to deliver to Landlord on or prior to the Termination Date a sum (“Termination Fee”) equal to the sum of (i) the “Unamortized Tenant Improvements,” and (ii) the “Unamortized Leasing Commissions.” The Termination Fee shall be applicable solely with respect to such costs incurred in the Estimated Time Notice, there will be substantial interference connection with the conduct original Premises (specifically excluding any Offer Space subsequently leased by Tenant). In the event Tenant fails to exercise the Termination Right by delivering a Termination Notice at least six (6) months prior to the seventh (7th) anniversary of its business at the Premises for a period exceeding ninety (90) consecutive daysRent Commencement Date, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives or fails to deliver the Estimated Time Notice (Termination Fee on or before the Termination Date, time being of the essence)essence as to both of the foregoing acts, which termination the Termination Right shall be effective thirty (30) days after delivery void and of such notice of termination to Landlordno further force and effect. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Nothing herein shall in any way diminish Tenant’s business at obligation to continue to pay all Rent and Additional Rent hereunder through and including the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with date upon which the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant Lease may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision paragraph. For purposes of this paragraph 34.01, the Unamortized Tenant Improvements shall be Tenant’s only remedies for failure of Landlord equal to keep in good order, condition and repair the foundations and exterior walls aggregate amount of the BuildingAllowance (as hereinafter defined), Building roofdivided by one hundred twenty (120), utility systems outside multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the BuildingRent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. For purposes of this paragraph 34.01, the Common Areas Unamortized Leasing Commissions shall be equal to the aggregate commissions paid by Landlord in connection with this Lease, divided by one hundred twenty (120), multiplied by thirty-six (36), with such result increased by interest compounded at nine percent (9%) commencing on the Rent Commencement Date through the seventh (7th) anniversary of the Rent Commencement Date. In the event Tenant exercises the Right of First Offer under Paragraph 38.01 of this Lease and HVACleases any of the Offer Space (as defined in Paragraph 38.01 of this Lease), the Termination Right under this Section 34.01 shall continue to be applicable to the original Premises hereunder but shall not be applicable to the Offer Space leased by Tenant.

Termination Right. Tenant shall give Landlord immediate written notice of any damage have a one-time right to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord delivering written notice thereof within to Landlord at any time prior to 5:00 pm on July 30, 2004. Within ten (10) days after of receipt of such termination notice, Landlord shall provide to Tenant receives the Estimated Time Notice (time being an invoice consisting of the essence)sum of all costs associated with architectural drawings, which engineering fees, and space planning fees incurred by Landlord between June 30, 2004 and the termination shall be effective thirty (30) days after delivery date and related to the preparation of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety Tenant's occupancy, if any (90) consecutive daysthe "Termination Fee"). Tenant shall pay to Landlord the Termination Fee within ten days of receipt of notice from Landlord. Notwithstanding the foregoing, but such repair does in fact interfere with the conduct of Tenant’s business at Tenant understands and agrees that Landlord shall continue to offer the Premises for occupancy to other prospective tenants through July 30, 2004. Should Landlord receive a period in excess bona fide offer from another prospective tenant to lease no less than 10,000 square feet of ninety (90the Premises at any time through July 16, 2004, then Landlord shall notify Tenant of such offer. Within seven business days of receipt of such notice, Tenant shall notify Landlord of its election either to 1) days (excluding delays caused by events of force majeure)terminate this Lease, or 2) waive its right to terminate this Lease. Should Tenant elect to terminate this Lease, then Tenant may shall pay Landlord the Termination Fee as described above; if any. Tenant's failure to respond to Landlord's notice within seven business days shall constitute Tenant's waiver of its right to terminate this Lease by sending Lease, and Landlord written notice thereof within ten (10) days after shall proceed to prepare the expiration of such ninety (90) day period (time being of the essence), which Premises for Tenant's occupancy as if Tenant had no termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACright.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (have the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject right to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of upon ninety (90) days notice to Tenant in the event Landlord receives notice from any of Landlord's insurance carriers that such carrier intends to cancel its insurance on the Building, or to increase the cost of such insurance by more than one hundred percent (excluding delays caused 100%) above the premium payable by events Landlord immediately prior to such notice, due to the activities of force majeure)Tenant or the presence of Tenant in the Building; provided, then however, that if Landlord receives written notice from its insurance carrier that such carrier intends to cancel its insurance on the Building or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice and Landlord is provided with the opportunity to cure such condition or circumstance by a specific date in order to avoid such cancellation or increase, Landlord shall, within two (2) business 52 days following Landlord's receipt of same, provide Tenant may with a copy of such notice and Tenant shall have the right to effect the cure of such condition or circumstance prior to the date specified in the insurance carrier's notice to Landlord. However, Landlord shall not terminate this Lease in the event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the canceled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by sending such new insurance carrier. It is expressly understood that Landlord written notice thereof within ten (10) days after shall not have the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination right to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination terminate this Lease pursuant to this provision Paragraph 22.6 if any cancellation or rate increase is due to factors generally applicable to the insurance or rental market, rather than to Tenant's activities or presence in the Building. Landlord shall be not have the right to terminate this Lease pursuant to this Paragraph 22.6 based upon Landlord's insurance carrier's intended cancellation of its insurance on the Building or intended increase in the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice if Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls 's use of the Building, Building roof, utility systems outside Demised Premises is in accordance with the Building, provisions of Paragraph 12 hereof and Tenant is otherwise in compliance with all of its obligations under this Lease and under all laws and governmental regulations which are applicable with respect to the Common Areas and HVACDemised Premises.

Termination Right. In any case where the Repair Estimate does not ----------------- give rise to Tenant's termination right as aforesaid (as well as any case where Tenant does not elect to exercise its termination right as aforesaid), Tenant shall give Landlord immediate written notice of any damage have the right to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2terminate this Lease, if for any reason, Landlord's Restoration Work is not completed by the damage to Outside Restoration Date (as defined below). Tenant may exercise the Premises is such that, termination right described in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct preceding sentence by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord delivering written notice thereof to Landlord at any time following the Outside Restoration Date and prior to the date Landlord completes Landlord's Restoration Work; provided however, Landlord may nullify such termination notice if Landlord completes Landlord's Restoration Work within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery its receipt of such notice, in which case this Lease shall continue in full force and effect. If Tenant terminates this Lease as provided in this Section 10.F, then such termination shall be effective on the date specified in Tenant's notice of termination but no later than one hundred eighty (180) days after the date of such notice as if said date were the date fixed for the expiration of termination to Landlordthe Term. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises Any rent paid by Tenant for a period beyond the date of termination of this Lease or for any period of abatement shall promptly be refunded by Landlord to Tenant. For purposes of this Lease, the term "Outside Restoration Date", with respect to any fire or other casualty, shall mean the date which is the day following the date of the casualty plus the repair period set forth in excess the Repair Estimate; provided, however, that the Outside Restoration Date shall be postponed by one day for each day that Landlord is actually delayed in completing such Landlord's Restoration Work as a result of ninety (90) days (excluding delays caused by one or more events of force majeure); provided, then Tenant may terminate this Lease further, however, that (i) the Outside Restoration Date shall not be postponed by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective more than thirty (30) days in the aggregate as a result of events of force majeure, no matter how many days Landlord is actually delayed in completing Landlord's Restoration Work as a result of one or more events of force majeure, and (ii) Landlord shall not be deemed to have been actually delayed in completing the Landlord's Restoration Work by an event of force majeure unless, within five (5) days after delivery such event of force majeure, Landlord shall have notified Tenant of such notice event of termination such event of force majeure and of the fact that the same is going to delay Landlord in completing the Landlord's Restoration Work. No such termination shall excuse the performance by Tenant The provisions of those covenants which under the terms hereof survive termination. Rent this Paragraph 10 shall be abated considered an express agreement governing any case of damage or destruction of the Building or the Premises by fire or other casualty and any law now or hereafter in proportion to the degree of interference during the period that there force which is such substantial interference inconsistent with the conduct provisions of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision Paragraph 10 shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAChave no application.

Termination Right. Tenant [AS APPLICABLE [Tenant] [Landlord] shall give Landlord immediate written notice of any damage have the right to terminate this Lease if Tenant’s annual Gross Sales (as described in Addendum 3B hereto) at the Premises. Thereafter, Landlord shall send Tenant written notice Premises do not exceed ___________________ (the “Estimated Time NoticeGross Sales Threshold”) of by a date which is ________ (___) years following the estimated period of timeLease Commencement Date (the “Minimum Threshold Date”), as determined by Landlord’s architectfollows. [AS APPLICABLE With respect to Tenant, provided that repair no uncured Event of such damage will substantially interfere with the conduct Default under any provision of Tenant’s business at the Premises. Subject this Lease exists beyond applicable notice and cure periods, Tenant shall have a one-time right to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives during the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such day period following the Minimum Threshold Date by giving written notice of termination its election to terminate to Landlord (the “Tenant’s Termination Notice”). Should Tenant exercise the foregoing right to terminate, Tenant shall pay to Landlord. If the Estimated Time Notice states that repair of damage will not interfere , concurrently with the conduct its delivery of Tenant’s business at Termination Notice, a separate termination fee (the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of “Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeureTermination Fee”), then in the amount of [_____________________ Dollars ($_______________)], which is comprised of the sum of (a) ____ (___) months of the Monthly Rent payable during such Lease Year, plus (b) all Percentage Rent payable by Tenant may for such time period, plus (c) the unamortized portion (based upon amortization on a straight line basis at ___ percent (__%) over the ___ month period as of the effective date of termination of (i) any Tenant Improvement Allowance (defined in Section 7.2 below) provided by Landlord to Tenant, and (ii) all brokerage commissions paid by Landlord in connection with this Lease. Any such termination shall not abrogate any obligation existing under this Lease as of the effective date of termination or otherwise attributable to Tenant’s occupancy of the Premises.] [AS APPLICABLE With respect to Landlord, Landlord shall have a right to terminate this Lease if Tenant fails to meet the Gross Sales Threshold at any time following the Minimum Threshold Date by sending Landlord giving written notice thereof within ten of its election to terminate to Tenant (10) days after the expiration “Landlord’s Termination Notice”)]. Following the date of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No any such termination shall excuse hereunder, [AS APPLICABLE and the performance payment by Tenant of those covenants which under any applicable Termination Fee,] Tenant shall immediately surrender possession of the terms hereof survive termination. Rent Premises to Landlord and the parties shall be abated in proportion have no further obligations to the degree of interference during other, except for obligations that are specifically made in this Lease to survive the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAChereof.

Termination Right. Tenant shall give Landlord immediate written notice of any damage Notwithstanding anything to the Premises. Thereaftercontrary herein, if (a) the insurance proceeds payable are insufficient to pay for the entire cost of the Casualty Restoration and neither Tenant nor Landlord elects to pay such deficiency within sixty (60) days following determination thereof, (b) if Landlord is the Restoring Party, and Landlord fails to complete the Casualty Restoration within three (3) months after the Estimated Completion Date, (c) the Building shall send Tenant written notice be totally damaged or destroyed by a Casualty Event which is a result of a risk that is not covered by Tenant’s or Landlord’s insurance policy, or (e) the “Estimated Time Notice”estimated cost of the Casualty Restoration exceeds fifty percent (50%) (or ten percent (10%) during the last five (5) years of the Term) of the estimated period full insurable value of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject Buildings immediately prior to the provisions of Paragraph 9.2, if the damage to the Premises is such thatCasualty Event then, in any such case, Tenant shall have the opinion option of canceling and terminating this Lease by written notice given to Landlord’s architect as set forth , in which event, this Lease shall terminate on the Estimated Time Notice, there will be substantial interference with the conduct date selected by Tenant. If Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may elects to terminate this Lease in accordance with this Section, then (i) neither Tenant nor Landlord shall be required to restore, rebuild or repair the Premises, (ii) all property insurance proceeds for the Casualty Event from insurance maintained by sending Landlord written notice thereof within ten Tenant hereunder shall be payable to Landlord, (10) days after Tenant receives the Estimated Time Notice (time being free of the essenceany obligation whatsoever under this Lease), excluding proceeds for Tenant’s Personal Property, which termination Tenant shall be effective thirty entitled to retain, and (30iii) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Fixed Rent and Additional Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls apportioned as of the Building, Building roof, utility systems outside date of the Building, termination of this Lease and all obligations of Tenant (including the Common Areas and HVAC.payment of rent) under this Lease shall cease as of the date of such termination. 19 4312031 v7-078791002

Termination Right. Tenant shall give If Landlord immediate written notice of any damage fails to satisfy Tenant’s Work Commencement Conditions on or before the Premises. Thereafterdate which is two (2) years after the Effective Date (subject to day for day extension for delays caused by Tenant), or if the Commencement Date Conditions are not satisfied by Landlord shall send Tenant written notice within sixty (60) days after the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct expiration of Tenant’s Work Period (and Tenant has not elected to open and operate its business at in the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days), then in either such event, provided that Tenant is not in default under this Lease, Tenant may elect to terminate this Lease by sending Landlord written notice thereof to Landlord at any time thereafter but prior to the satisfaction of Tenant’s Work Commencement Conditions or the Commencement Date Conditions, as the case may be. Such notice shall specify the effective date of the termination, which shall be not less than fifteen (15) days after the date of the notice, but shall be void and ineffective if Landlord satisfies the applicable conditions prior to the specified effective date of the notice. If Tenant so terminates this Lease, then within ten (10) days after Tenant’s written demand, Landlord shall reimburse Tenant receives for all out-of-pocket costs and expenses incurred by Tenant in pursuance of this Lease and in the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct performance of Tenant’s business at undertakings hereunder, including (without limitation) the Premises for more than ninety (90) consecutive daysUnamortized Tenant Costs and all legal fees, but such repair does in fact interfere with the conduct fees and expenses of Tenant’s business at architects and design professionals and amounts paid by Tenant to Landlord hereunder. Landlord’s reimbursement obligation shall survive the Premises for a period in excess termination of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after and shall not be subject to any provisions hereof otherwise purporting to limit Landlord’s liability or the expiration of such ninety (90) day period (time being of the essence), which termination shall recourse that may be effective thirty (30) days after delivery of such notice of termination to had against Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.

Termination Right. Provided that Tenant shall give Landlord immediate written is not in monetary default (beyond any applicable notice and cure periods) under the terms and conditions of this Lease or non-monetary default (beyond any damage to applicable notice and cure periods) under the Premises. Thereafterterms and conditions of this Lease as of the time of exercise of the “Termination Right” (as defined below), Landlord shall send hereby grants to Tenant a right to terminate this Lease (the “Termination Right”) upon strict compliance with the terms and conditions hereinafter set forth: (i) Tenant may only exercise the Termination Right such that it is effective as of November 30, 2015 (the “Termination Date”), (ii) Tenant must provide Landlord with written notice (the “Estimated Time Termination Notice”) not later than June 1, 2015, that it intends to exercise the Termination Right and terminate the Lease upon the Termination Date, and (iii) Tenant shall include with the Termination Notice check made payable to Landlord, in an amount equal to the sum of the estimated period of time, as determined by (a) Landlord’s architectthen “Unamortized Brokerage Commissions” (as defined below), that repair of such damage will substantially interfere with plus, (b) Landlord’s then “Unamortized Abated Rent” (as defined below) plus, (c) Landlord’s then “Unamortized Tenant Improvement Allowance” (as defined below) (the conduct “Termination Payment”). Landlord grants the Termination Right contained herein to Tenant in consideration of Tenant’s business strict compliance with the provisions hereof, including, without limitation, the manner and time of exercise of the Termination Right and the timely payment of the Termination Payment. In the event of any failure by Tenant to exercise the Termination Right in strict accordance with the terms and conditions set forth herein, it may be deemed, at the Premisesoption of Landlord, that Tenant has waived any right to exercise the Termination Right. Subject Landlord and Tenant hereby agree that with respect to the provisions of Paragraph 9.2Termination Right available to Tenant, if the damage Termination Payment shall be Two Hundred Twelve Thousand Five Hundred Sixty-Six and 59 /100 dollars ($212,566.59). The Termination Right granted herein is personal to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Original Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure Lease and, notwithstanding any consent of Landlord to keep in good order, condition and repair the foundations and exterior walls an assignment of the BuildingLease or a sublet under the Lease, Building roofmay not be assigned or transferred by such Tenant to any assignee or subtenant, utility systems outside the Building, the Common Areas and HVACexcept in connection with a Permitted Transfer.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to have the Premises. Thereafterright, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject subject to the provisions of Paragraph 9.2this Section 42, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease (“Termination Right”) with respect to the entire Original Premises and Expansion Premises only (and not any additional premises (e.g. the ROFR Space and/or the Second Floor Suite which may be leased by sending Tenant pursuant to any other provisions of the Lease) as of expiration of the 66th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being “Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the essenceEarly Termination Date (“Final Notice Delivery Date”), which and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $5,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) of the original Lease, plus (3) the unamortized amount of any outstanding Additional Expansion Premises Tenant Improvement Allowance with interest as provided in Section 5(c) of the Second Amendment (collectively, the “Early Termination Payment”). Tenant shall be effective thirty (30) days after required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of such notice the Termination Notice and shall be required to deliver the other 50% of termination the Early Termination Payment to LandlordLandlord on or before the Early Termination Date. If Tenant timely and properly exercises the Estimated Time Notice states that repair of damage will not interfere with Termination Right and delivers the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being portion of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination Early Termination Payment as required pursuant to this provision paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall thereafter have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be Tenant’s only remedies for failure deemed to have waived its Termination Right and the provisions of Landlord to keep in good orderthis Section 42 shall have no further force or effect. In any case, condition if Tenant delivers a Termination Notice and repair the foundations and exterior walls first 50% of the BuildingEarly Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, Building roof, utility systems outside such failure to deliver the Building, second 50% of the Common Areas Early Termination Payment shall constitute a Default under this Lease and HVACLandlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure.”

Termination Right. Tenant shall give Landlord immediate If Lessee (or a Permitted Assignee of Lessee) and Lessor (or Menlo Park Portfolio II, LLC, hereinafter referred to as “MPP”) fully execute and deliver a lease (or leases) for space consisting of no less than a total amount of ninety thousand (90,000) rentable square feet of space in a building or buildings identified on Schedule 1 attached hereto (the "Expansion Lease"), upon further terms mutually acceptable to each party in each party's sole and absolute discretion, then Lessee has a one-time right to elect to terminate the Lease by delivering written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice Lessor (the “Estimated Time "Termination Notice”") concurrently with or prior to Lessee's delivery of the estimated period of timeexecuted Expansion Lease to Lessor (or MPP, as determined by Landlordbut Lessee’s architect, that repair of such damage will substantially interfere with the conduct of Tenantnotice shall be conditioned upon Lessor’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlordor MPP’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being execution and delivery of the essenceExpansion Lease to Lessee), which termination shall be effective thirty as of the commencement date of the Expansion Lease (30) days the "Termination Date"), and shall be without the payment of any termination penalty or fee by Lessee. Provided that Lessee timely elects to terminate the Lease in accordance with this Section 7, the Lease shall automatically terminate and be of no further force or effect, and Lessor and Lessee shall be relieved of their respective obligations under the Lease, as of the Termination Date, except with respect to those obligations set forth in the Lease that specifically survive the expiration or earlier termination of the Lease, including, without limitation, Lessee’s obligation to pay Rent and all amounts owed by Lessee under the Lease, and to perform all other lease obligations for the period up to the Termination Date. Lessee’s right to terminate shall be conditioned upon Lessee not being in default, after expiration of applicable notice and cure periods, under the Lease on the date Lessee provides the Termination Notice or the Termination Date. If Lessee does not exercise its termination right concurrently with or prior to Lessee’s delivery of such notice of termination the executed Expansion Lease to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety Lessor (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeureor MPP), then Tenant may terminate Lessee’s termination right shall expire automatically and shall have no further force or effect without necessity of notice or other action by Lessor. Lessee acknowledges and agrees that this Lease by sending Landlord written notice thereof within ten (10) days after provision does not provide Lessee with any right or preferential right to lease space in any building identified on Schedule 1, including without limitation, any rights of first refusal, rights of first offer or other rights to lease such space. Additionally, Lessor does not guarantee any availability of space in any building identified on Schedule 1 and Lessor retains the expiration of such ninety (90) day period (time being right to renovate, demolish or otherwise modify any existing buildings identified on Schedule 1 prior to execution of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACExpansion Lease.

Termination Right. Tenant shall give Landlord immediate written notice have the right to terminate this Lease effective at any time on or after the commencement of any damage the fourth (4th) "Lease Year", as that term is defined below, (the "Termination Date"), provided that: (a) Tenant has not exercised its right to lease the "First Offer Space," as that term is defined in Section 17.1, pursuant to the Premises. Thereafterterms of Article 17, Landlord shall send Tenant below; (b) landlord receives written notice (the “Estimated Time "Termination Notice”") from Tenant on or before the date which is six (6) months prior to the Termination Date stating that Tenant intends to terminate this Lease pursuant to the terms and conditions of this Section 2.05; (c) concurrent with Lxxxxxxx's receipt of the estimated period Termination Notice, Landlord receives from Tenant a sum which shall equal the then unamortized brokers fee which shall be amortized over the Term of timethis Lease on a straight line basis at an interest rate of 2% per annum as consideration for and as a condition precedent to such early termination; and (d) Tenant is not in material default under this Lease as of the date of Tenant's delivery of the termination Notice or Termination Date. Provided that Tenant terminates this Lease pursuant to the terms of this Section 2.05, this Lease shall automatically terminate and be of no further force or effect as of the Termination Date; and Landlord and Tenant shall be relieved of their respective obligations under this Lease, provided, however, notwithstanding anything to the contrary contained in this Lease, any obligation of Tenant or Landlord under this Lease which accrues prior to the Termination Date and is not satisfied by Tenant or Landlord prior to the Termination Date (e.g., Txxxxx's payment of Other Periodic Payments) then landlord or Tenant, as determined by Landlord’s architectthe case may be, that repair of shall have all the rights and remedies with respect to such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect obligations as set forth in this Lease. By way of illustration of the Estimated Time Noticeforegoing payment calculation, there will if Tenant elects to termination this Lease effective as of the commencement of the fourth (4th) "Lease Year," the termination fee shall be substantial interference with the conduct by sum of $18,316.80. By way of further illustration, if Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may elects to terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being effective as of the essence)commencement of the fifth (5th) Lease Year, which the termination fee shall be effective thirty (30) days after the sum of $9,331.20. Upon Txxxxx's delivery of such notice of termination the Termination Notice, Txxxxx's rights to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate thereafter extend this Lease by sending Landlord written notice thereof within ten (10) days after Term pursuant to the expiration of such ninety (90) day period (time being terms of the essence), which termination Extended Term Lease Rider shall terminate and be effective thirty (30) days after delivery of such notice of termination to Landlordno further force or effect. No such termination The tenant shall excuse vacate the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination Property pursuant to this provision Lease, and surrender and deliver exclusive possession thereof to Landlord on or before the Termination Date in accordance with the provisions of this Lease. In the event Tenant retains possession of the Property or any part thereof after the Termination Date, then the provisions of Section 2.04 of this Lease shall apply. The rights contained in this Section 2.05 shall be personal to the Tenant (the "Original Tenant’s ") and may only remedies for failure be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of Landlord to keep Tenant's interest in good order, condition and repair this Lease) if the foundations and exterior walls Original Tenant occupies the entire Property. For purposes of the Building, Building roof, utility systems outside the Buildingthis Section 2.05, the Common Areas and HVACterm "Lease Year" shall mean each consecutive twelve (12) month period during the Lease Term.

Termination Right. Landlord and Tenant hereby agree to each use their commercially reasonable, good-faith efforts to resolve the dispute with the Existing Tenant regarding the Existing Tenant’s occupancy of the Data Room (the “Data Room Resolution”) on or before the Commencement Date. In the event that Landlord fails to achieve the Data Room Resolution on or before July 26, 2010, then Tenant shall give Landlord immediate written notice of any damage have the right to terminate and cancel this Lease with respect to the Premises. ThereafterData Room only at any time on or after July 26, Landlord shall send Tenant 2010 by delivering written notice (the “Estimated Time Termination Notice”) thereafter to Landlord. Provided that Tenant terminates this Lease with respect to the Data Room in accordance with the terms of this Section 4.2(b), then (i) this Lease shall automatically terminate and be of no further force or effect with respect to the Data Room only as of the estimated period date (the “Termination Date”) upon which Tenant delivers the Termination Notice to Landlord, (ii) Landlord and Tenant shall be relieved of timetheir respective obligations under this Lease with respect to the Data Room only as of the Termination Date, as determined (iii) the Fixed Rent due hereunder shall be reduced by Landlord’s architect$911.00 per month to exclude the Data Room which the parties hereby stipulate contains five hundred (500) rentable square feet, that repair of such damage will substantially interfere with the conduct of (iv) Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination Proportionate Share shall be effective reduced to 49.88% to exclude the Data Room, (v) Landlord shall refund to Tenant within thirty (30) days after delivery of such notice of termination following the Termination Date an amount equal to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days$911.00, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for as a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being reduction of the essence), which termination Security Deposit and (vi) the number of “Parking Spaces,” as that term is defined in Article 28 below shall be effective thirty reduced by two (302) days after delivery of such notice of termination to Landlord. No such termination shall excuse based upon the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls exclusion of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACData Room.

Termination Right. Provided that Tenant is not then in default of the Lease beyond applicable notice and cure periods, Tenant shall give Landlord immediate have a one-time right to terminate the Lease, which termination shall be effective upon the last day of the month that is sixty-seven (67) months following the New Space Commencement Date (the “Termination Date”) by providing written notice of any damage same to Landlord no more than fifteen (15) months and not less than twelve (12) months prior to the Premises. ThereafterTermination Date, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of failing which Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as termination right set forth in the Estimated Time Noticethis paragraph shall be deemed waived. Furthermore, there will Tenant’s termination right set forth herein shall be substantial interference with the conduct by conditioned upon Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysdelivering to Landlord, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at termination notice, a termination fee equal to the Premises for more than ninety Total Leasing Costs (90defined below). “Total Leasing Costs” shall mean: (i) consecutive days, but such repair does in fact interfere with two (2) months’ of the conduct total Rent due under the Lease as of the date of Tenant’s business termination notice, plus (ii) the unamortized balance of the New Allowance (defined in the Work Letter) calculated on a straight-line basis amortized at the Premises for a period in excess of ninety eight percent (90) days (excluding delays caused by events of force majeure8%), then Tenant may terminate plus (iii) the unamortized balance (on a straight line basis over the New Term) seventy-five percent (75%) of the Abated Rent, plus (iv) the unamortized balance (on a straight-line basis over the New Term) all brokerage commissions in connection with the Lease and this Lease by sending Amendment. Tenant’s failure to deliver the foregoing termination fee to Landlord written notice thereof within ten (said 10) days after the expiration of such ninety (90) -day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct deemed a waiver of Tenant’s business at termination right hereunder. All Rent and other obligations of Tenant and Landlord under the Premises. Abatement of rent Lease shall continue to be due and Tenant’s payable and/or performed as set forth therein until and through the Termination Date if Tenant exercises the termination right of termination pursuant to provided in this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACparagraph.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to If the Premises. Thereafter, Landlord shall send Tenant written notice (Expansion Premises Commencement Date has not occurred on or before the “Estimated Time Notice”) of the estimated period of timeOutside EP Termination Date, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive dayshereinafter defined, then Tenant may shall have the option to terminate this the Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives with respect to the Estimated Time Notice (time being of the essence)Expansion Premises only, which shall be exercisable by a written termination notice given on or after the Outside EP Termination Date but before the date that the Expansion Premises Commencement Date occurs. If the Expansion Premises Commencement Date occurs on or before the thirtieth (30th) day after Landlord receives such termination notice, Tenant’s termination notice shall be deemed to be void and of no force or effect. If the Expansion Premises Commencement Date does not occur on or before such thirtieth (30th) day, then as of such thirtieth (30th) day Tenant’s termination notice shall be effective thirty and this Lease shall terminate with respect to the Expansion Premises and shall be of no further force or effect, and, except for (30i) days after delivery provisions of such notice the Lease which are intended to survive termination of termination the Lease with respect to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Expansion Premises (e.g., indemnification provisions applicable during Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being early access of the essence), which termination shall be effective thirty Expansion Premises) and (30ii) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision remove any equipment and other improvements described in Section 1.c.(iii) below, neither party shall have any further obligation to the other party with respect to the Expansion Premises. For the purposes hereof, the “Outside EP Termination Date” shall be Tenantdefined as five (5) months after the Anticipated EP Commencement Date, provided however, that the Outside EP Termination Date shall be extended by the length of any delays in Landlord’s only remedies for ability to deliver the Expansion Premises arising from delay by Force Majeure, which shall not include the failure of Landlord the Existing Tenant and/or Existing Subtenant to keep timely vacate the Expansion Premises in good order, condition and repair accordance with the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACExisting Lease.

Termination Right. Tenant shall give Landlord immediate have the one (1) time right to terminate this Lease as of the last day of the seventh (7th) Lease Year (the "Termination Date"), provided that (i) Tenant provides written notice of any damage its desire to so terminate to Landlord (the "Termination Notice") at least fifteen (15) months prior to the Premises. Thereafter, Landlord shall send Tenant written notice Termination Date and (the “Estimated Time Notice”ii) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective least thirty (30) days after delivery of such notice of termination prior to the Termination Date, Tenant shall pay to Landlord, via certified or cashier's check or wire transfer of Federal funds, an amount equal to (i) the "Cancellation Fee", as defined below, plus (ii) all Base Rent and estimated payments of additional rent and other charges payable by Tenant hereunder through the Termination Date. If For purposes hereof, the Estimated Time Notice states that repair of damage will not interfere with "Cancellation Fee" shall be an amount equal to . In the conduct of Tenant’s business at event Tenant timely exercises the Premises for more than ninety (90) consecutive daystermination right set forth herein, but such repair does in fact interfere with and timely pays the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure)Cancellation Fee and other costs enumerated above to Landlord, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten and the Term hereof shall expire upon the Termination Date; PROVIDED, HOWEVER that (10a) days Tenant shall remain liable for all indemnification obligations hereunder and (b) if after the expiration Termination Date the amount of such ninety any estimated payments made by Tenant pursuant to clause (90ii) day period (time being of the essence)preceding sentence proves to be inaccurate, which termination Landlord or Tenant, as the case may be, shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion promptly remit to the degree of interference during the period that there is such substantial interference with the conduct of other any amount which may be due to rectify any overpayment or underpayment by Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.

Termination Right. Tenant shall give Landlord immediate written notice If Lessee desires expansion space anytime after the fifth year of any damage to the Premises. Thereafter, Landlord shall send Tenant lease term and requests the space by giving Lessor six (6) months prior written notice (the “Estimated Time "Expansion Space Notice”") and Lessor cannot deliver the requested expansion space on or before the end of the estimated period six (6) month notice period, Lessee may terminate this lease with a ninety day written notice to Lessor and payment of unamortized leasing commissions and tenant finish out costs (using a 10% interest, principal balance only due at that time). Lessor shall give Lessee written notice on or before six (6) months after actual receipt of the Expansion Space Notice notifying Lessee whether Lessor can or cannot deliver the expansion space requested in the Expansion Space Notice, as determined by Landlord’s architect, that repair of along with a certified lease expiration and option schedule to confirm such damage space will substantially interfere with the conduct of Tenant’s business at the Premisesor will not be available. Subject Anything in this Section 2 to the provisions of Paragraph 9.2, if the damage to the Premises is such thatcontrary notwithstanding, in the opinion event Lessor does not give Lessee written notice on or before six (6) months after actual receipt of Landlord’s architect as set forth the Expansion Space Notice notifying Lessee that Lessor can or cannot deliver the expansion space requested in the Estimated Time Expansion Space Notice, there along with a certified lease expiration and option schedule to confirm such space will or will not be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysavailable, then Tenant Lessee may terminate this Lease by sending Landlord upon written notice thereof within ten (10) days after Tenant receives to Lessor. In the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such event Lessor gives Lessee proper and timely written notice of termination to Landlord. If the Estimated Time Notice states that repair of damage space will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive daysbe available, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for Lessee shall, as a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion condition to the degree exercise of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s Lessee's right of termination pursuant set forth in this Section 2, show Lessor a fully executed valid lease agreement signed by Xxxxxx and proposed Lessor, for an amount of space approximately equivalent to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACXxxxxx's then current square footage plus requested expansion space.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to have the Premises. Thereafterright, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject subject to the provisions of Paragraph 9.2this Section 42, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by sending Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being “Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the essenceEarly Termination Date (“Final Notice Delivery Date”), which and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be effective thirty (30) days after required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of such notice the Termination Notice and shall be required to deliver the other 50% of termination the Early Termination Payment to LandlordLandlord on or before the Early Termination Date. If Tenant timely and properly exercises the Estimated Time Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice states that repair and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of damage will not interfere this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the conduct contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s business at Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct only as of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (90i) day period (time being a Termination Notice to Landlord no less than 12 months in advance of the essence)extended Early Termination Date, and (ii) the Early Termination Payment (which termination shall be effective thirty equal to the sum of (301) days $2,000,000 minus $33,333.33 for each full month after delivery the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of such notice of termination to Landlordany outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in proportion no event shall the extension of the date for the early termination of this Lease with respect to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to original Premises as provided for in this provision shall be Tenant’s only remedies for failure of Landlord to keep paragraph result in good order, condition and repair the foundations and exterior walls any extension of the Building, Building roof, utility systems outside Base Term for the Building, original Premises beyond its scheduled expiration in the Common Areas and HVACabsence of this paragraph.

Termination Right. (a) Prior to Tenant’s occupancy of any portion of the Additional Office Space, Tenant shall give Landlord immediate written notice of any damage have a right to terminate the Lease solely with respect to the Premises. Thereafter, Additional Office Space (the “Additional Termination Right”) by delivering to Landlord shall send Tenant written notice (the “Estimated Time Additional Termination Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair exercise of such damage will substantially interfere with Additional Termination Right. If the conduct of Tenant’s business at the Premises. Subject Additional Termination Notice is delivered to the provisions of Paragraph 9.2Landlord on or before May 1, if the damage 2008 and prior to the Premises is such that, Tenant commencing any construction in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysAdditional Office Space, then Tenant may terminate this Lease by sending shall pay to Landlord written notice thereof within ten (10) days the amount of $100,000.00. If the Additional Termination Notice is delivered to Landlord after Tenant receives the Estimated Time Notice (time being May 1, 2008 and prior to Tenant’s occupancy of any portion of the essenceAdditional Office Space, then concurrently with delivery of the Additional Termination Notice to Landlord, Tenant shall pay to Landlord a “Termination Payment” equal to the sum of (A) the unamortized portions of the Standard Base Building Costs and any Additional Allowance paid by Landlord in connection with the Additional Office Space, plus (B) the unamortized portion of leasing commissions, and legal fees paid by Landlord on account of the Lease with respect to the Additional Office Space, plus (C) an amount equal to six (6) months Base Rent with respect to the entirety of the Additional Office Space in the amount of $396,919.74 (the “Termination Rental Sum”), which termination . The Termination Rental Sum shall be effective paid concurrently with delivery of the Additional Termination Notice to Landlord and the remaining portions of the Termination Payment shall be made within thirty (30) days after delivery following such date as Landlord provides to Tenant written verification of such notice costs, fees and commissions. As used herein, the “Additional Early Termination Date” shall mean the date of termination to Landlord’s receipt of the Additional Termination Notice. The amortization calculation shall be computed as of the last day of the period covered by the Termination Rental Sum. If the Estimated Time Tenant delivers a valid Additional Termination Notice states that repair of damage will not interfere together with the conduct amount of Tenant’s business at $100,000.00 or the Premises for more than ninety (90) consecutive daysTermination Payment, but such repair does in fact interfere with as the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure)case may be, then Tenant may terminate this the Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion solely with respect to the degree of interference during Additional Office Space shall terminate at 11:59 p.m. on the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACAdditional Early Termination Date.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of TenantXxxxxx’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of LandlordXxxxxxxx’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant Xxxxxx receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of TenantXxxxxx’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of ​ ​ Tenant’s business at the Premises. Abatement of rent and TenantXxxxxx’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.

Termination Right. If the Premises are damaged in whole or in part by fire, the elements, or any other cause whatsoever, then Landlord shall restore the same to substantially the same condition existing immediately prior to such damage, unless the Lease is terminated by Landlord or Tenant pursuant to this Paragraph 9.1. Tenant shall give Landlord immediate written notice of any damage to the Premises. ThereafterWithin sixty (60) days following such damage, Landlord shall send inform Tenant written notice (the “Estimated Time Notice”) in writing of Landlord's estimate of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at time required to complete repairs to the Premises. Subject to the provisions of Paragraph 9.2, if the damage Premises or the Building shall be damaged to the Premises such an extent that there is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference for a period exceeding one hundred eighty (180) consecutive days with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysPremises, then Tenant may terminate this Lease by sending Landlord written notice thereof within either party, at any time prior to commencement of repair of the Premises and following ten (10) days after Tenant receives written notice to the Estimated Time Notice (time being of the essence)other party, which termination shall be may terminate this Lease effective thirty (30) days after delivery of such notice to the other party. Further, if any portion of termination the Premises is damaged and is not fully covered by the aggregate of insurance proceeds received by Landlord and any applicable deductible or if the holder of any indebtedness secured by the Premises requires that the insurance proceeds be applied to such indebtedness, and Tenant does not voluntarily contribute any shortfall thereof to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may Landlord shall have the right to terminate this Lease by sending Landlord delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Tenant of any such event. Additionally, if the repair of any such damage is not completed within one hundred eighty (180) days (regardless of the time estimated for completion of the repairs), Tenant shall have the right to terminate this Lease by delivering written notice thereof to Landlord within ten thirty (1030) days after the expiration of the 180-day period, with any such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such the notice of termination to Landlordtermination, unless all such repairs are completed within such latter thirty (30) day period. No such Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s 's business at the Premises. Abatement of rent and Tenant’s 's right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord 's sole remedy with respect to keep in good order, condition and repair the foundations and exterior walls any such damage regardless of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACcause thereof.

Termination Right. Tenant shall give Landlord immediate written notice of any damage During the Term, if Sublessor is unable to accommodate Sublessee’s expansion needs within the Building, if any, with space that is adjacent to or in close proximity to the Premises. ThereafterSubleased Premises and subject to Sublessee’s reasonable approval or if Sublessor and Sublessee fail to reach agreement after Sublessor notifies Sublessee that certain Expansion Space has become available, Landlord then Sublessee shall send Tenant written notice have a one time right to terminate this Sublease on the date that is twenty-seven (27) months after the Commencement Date (the “Estimated Time NoticeEarly Termination Date”), provided that Sublessee provides Sublessor with written notice given at least six (6) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject months prior to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to LandlordEarly Termination Date. If the Estimated Time Notice states that repair Sublessee elects to terminate this Sublease in accordance with this Xxxxxxxxx 00, Xxxxxxxxx shall pay to Sublessor on or before the Early Termination Date an amount equal to all unamortized transactions costs (including reasonable attorneys’ fees, brokerage commissions and the cost of damage will not interfere with the conduct of TenantSublessor’s business at the Premises for more than ninety (90) consecutive daysWork, but such repair does in fact interfere excluding the free rent) with the conduct of Tenantrespect to this Sublease plus one month’s business at the Premises for a period in excess of ninety Rent, which amount shall not exceed $70,000.00. Sublessor shall, within sixty (9060) days (excluding delays caused by events of force majeure)following the Commencement Date hereof, then Tenant may terminate deliver a statement to Sublessee certifying to Sublessee all actual out-of-pocket transaction costs relating to this Lease by sending Landlord written notice thereof within ten (10) days after Sublease. In the expiration event of such ninety (90) day period (time being of election by Sublessee, this Sublease shall terminate on the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse Early Termination Date as if the performance by Tenant of those covenants which under Early Termination Date were the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACExpiration Date hereof.

Termination Right. Tenant shall give Landlord immediate have a one-time only option (the Termination Option) to terminate this Lease, exercisable upon at least twelve (12) months prior written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty as of September 30, 2021 (30) days after delivery of such notice of termination the Early Termination Date). Tenant shall pay to Landlord, upon its exercise of the Termination Option, an amount equal to the monthly installments of Basic Rent, together with additional rent, including, without limitation, Tenants Proportionate Share of Component Charges and Taxes, for the eight (8) month period following the Early Termination Date. If Once Tenant shall exercise the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive daysTermination Option, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this not thereafter revoke such exercise. Tenant shall not have the right to exercise the Termination Option at a time that (i) an Event of Default under the Lease by sending has occurred and is continuing, or (ii) an event for which Landlord written has provided notice thereof within ten (10to the extent notice is required under the Lease) days after and/or which following the expiration of such ninety (90) day the applicable cure period (time being could become an Event of Default under the Lease has occurred and is continuing; further, any exercise of the essence), which termination Termination Option shall be effective thirty deemed null and void if (30i) days after delivery an Event of Default under the Lease has occurred and is continuing, or (ii) an event for which Landlord has provided notice (to the extent notice is required under the Lease) and/or which following the expiration of the applicable cure period could become an Event of Default under the Lease has occurred and is continuing on the Early Termination Date. Tenants failure to timely exercise the Termination Option for any reason whatsoever shall conclusively be deemed a waiver of such notice of termination Termination Option. The Termination Option is not transferable; the parties hereto acknowledge and agree that they intend the aforesaid rights to Landlord. No such termination terminate the Lease to be personal to Tenant and that in no event shall excuse any assignee (except an assignee to whom the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination Lease has been assigned pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep a Permitted Transfer, as defined in good order, condition and repair the foundations and exterior walls Section 9.8 of the BuildingLease, Building roof, utility systems outside or an assignee pursuant to an assignment which has been consented to by Landlord under Article 9 of the Building, Lease) or sublessee exercise the Common Areas and HVACaforesaid option.

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) Delete Paragraph 9.1 of the estimated period of time, as determined Lease in its entirety and replace it with the following: "If the Premises are rendered untenantable by Landlord’s architect, that a fire or other casualty and the reconstruction or repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion not capable of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding being completed within ninety (90) consecutive daysdays after the date of the fire or other casualty, then either Landlord or Tenant may terminate this Lease by sending Landlord written notice thereof to the other delivered within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery the date of such notice the fire or other casualty, whereupon both parties shall be relieved of termination all further obligations hereunder, except as otherwise expressly set forth herein. If neither party terminates this Lease, then Landlord shall diligently and with commercially reasonable promptness repair the Premises to the condition existing as of the date of this Lease. Tenant shall be entitled to an equitable abatement of Rent to the extent the Premises are unfit for occupancy. shall xxxxx as described above from the date of the casualty until Landlord's repairs have been substantially completed. If the Estimated Time Notice states that Lease is not terminated pursuant to the termination rights granted hereunder, and Landlord's reconstruction or repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of is not completed within ninety (90) days after the date of the fire or other casualty (excluding delays caused by events subject to the time required to prepare plans for reconstruction, to obtain building permits, to receive distribution of force majeureinsurance proceeds, and to complete the likely contract bidding process and all other relevant factors, but not to exceed an additional sixty (60) days), then Tenant may shall have the right to terminate this Lease by sending Landlord written notice thereof to Landlord delivered within ten thirty (1030) days after the expiration of such ninety (90) day period (time being of the essenceor as so extended), which termination whereupon both parties shall be effective thirty (30) days after delivery relieved of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good orderall further obligations hereunder, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACexcept as otherwise expressly set forth herein."

Termination Right. Provided that an Event of Default does not exist under the Lease at the time Tenant shall give Landlord immediate written notice delivers its Cancellation Notice (as defined below), Tenant may terminate the Lease effective as of any damage to the Premises. ThereafterOctober 31, Landlord shall send Tenant written notice 2019 (the “Estimated Time Early Termination Date”), by written notice to Landlord of such termination given no later than one year prior to the Early Termination Date (the “Cancellation Notice”). Tenant shall accompany its Cancellation Notice with payment to Landlord of a payment (the “Advance Termination Payment”) of in an amount equal to Fifty Thousand Nine Hundred Seventy-Five and 46/100 Dollars ($50,975.46). A Cancellation Notice shall not be valid or effective unless the estimated period of timesame is accompanied by the Advance Termination Payment. Provided that Tenant timely delivers the Cancellation Notice and the Advance Termination to Landlord, as determined by Landlord’s architect(i) this Lease shall terminate on the Early Termination Date, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to and (ii) notwithstanding the provisions of Paragraph 9.2Section 2 of this Amendment, if all references in the damage Lease to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination “Expiration Date” shall be effective thirty deemed to be the Early Termination Date. In addition to the Advance Termination Payment, within sixty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (1060) days after the expiration Early Termination Date, Tenant shall deliver to Landlord Tenant’s good faith calculation of (a) the amount of Impositions incurred with respect to the Building for the one year period ending on the Early Termination Date and (b) the cost incurred by Tenant to provide the Property Policy coverage required under Section 1 of Schedule I of the Lease, together with a payment in an amount equal to twenty-five percent (25%) of the amount of such ninety (90) day period (time being Impositions and cost of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to LandlordProperty Policy. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at obligation to deliver such calculation and payment shall survive the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACLease.

Termination Right. If Tenant has entered into a new lease agreement (“New Lease”) with [***] (“Landlord’s Affiliate”) pursuant to which Tenant shall give Landlord immediate written notice lease space consisting of any damage at least [***] rentable square feet at that certain real property located at [***] (“New Premises”), subject to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined [***] by Landlord’s architectAffiliate, for a term acceptable to Landlord and Landlord’s Affiliate and, otherwise, upon terms and conditions acceptable to Landlord’s Affiliate and Tenant in their respective sole discretion, this Lease shall terminate one month after the date (“New Lease Commencement Date”) that repair of such damage will substantially interfere with Tenant commences to pay base rent under the conduct of Tenant’s business at New Lease for the New Premises. Subject Notwithstanding anything to the provisions of Paragraph 9.2contrary contained in the Lease, if the damage Tenant shall not be required to pay Base Rent for the Premises is such thatfor the last month of the Term so long as Tenant has commenced paying base rent under the New Lease. Tenant acknowledges that nothing contained herein shall obligate Landlord’s Affiliate in any way to enter into the New Lease nor shall anything contained herein be construed to grant to Tenant any option or right to lease any space at another property owned by Landlord, in the opinion Landlord’s Affiliate or any of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate other affiliates. If this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination terminated pursuant to this provision Section 12, then, upon the New Lease Commencement Date, Tenant shall be Tenant’s only remedies vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the New Lease Commencement Date and Tenant shall have no further obligations under this Lease except for failure of Landlord those accruing prior to keep in good orderthe New Lease Commencement Date, condition including the obligation to pay Rent through the New Lease Commencement Date, and repair those which, pursuant to the foundations and exterior walls terms of the BuildingLease, Building roof, utility systems outside survive the Building, expiration or early termination of the Common Areas and HVACLease.

Termination Right. Provided that Tenant is not in continuing default after the expiration of applicable notice and cure periods under the Lease, Tenant shall give have a one (1) time option to terminate the Lease (the “Termination Option”), effective on February 28, 2018 (the “Early Termination Date”). Tenant shall exercise the Termination Option by delivering to Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Termination Notice”) of such election to terminate the estimated period Lease at least twelve (12) months prior to the Early Termination Date, together with a termination payment (the “Termination Fee”) equal to one (1) month’s portion of timethe then applicable Annual Fixed Rent. If Tenant properly delivers the Termination Notice, as determined then this Lease shall be deemed to have expired by Landlord’s architect, that repair lapse of such damage will substantially interfere time on the Early Termination Date. Tenant shall return the Premises to Landlord on the Early Termination Date in accordance with the conduct terms of Tenant’s business the Lease applicable to the surrender of the Premises at the Premisesexpiration of the term of the Lease, including, but not limited to, Section 12.9. Subject to Unless Landlord otherwise agrees in writing, Tenant may not exercise the provisions of Paragraph 9.2Termination Option, if the damage to the Premises Tenant is such that, not in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days continuing default after the expiration of such ninety (90) day period (time being applicable notice and cure periods under the Lease as of the essence), date on which termination shall be effective thirty (30) days after delivery the Termination Notice is given or as of such notice the Early Termination Date. All obligations of termination either party to Landlord. No such termination shall excuse the performance by Tenant of those covenants other which accrue under the terms hereof survive termination. Rent shall be abated in proportion Lease on or before the Early Termination Date with respect to the degree of interference during the period that there is Premises shall survive such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACtermination.”

Termination Right. Tenant If Lessee gives written notice to Lessor between June 1, 2012 and July 31, 2012 (the exact date is referred to hereafter as the “notice date”) of Lessee’s bona fide need for additional space in the Building, specifying the number of rentable square feet that Lessee needs and if Lessor is not able to agree to accommodate Lessee’s additional space needs in the Building prior to January 31, 2013 because such additional space in the Building is not available for lease, provided Lessee is not in default beyond applicable notice and cure periods as of the notice date, or on the effective date of termination specified hereafter, subject to Paragraph 14(b)(4)(A), Lessee shall give Landlord immediate have the one time right to terminate the Lease effective January 31, 2013, (1) by giving written notice of any damage termination to Lessor between June 1, 2012 and July 31, 2012, time being of the essence, and (2) concurrently with giving such notice of termination, Lessee shall pay to Lessor by bank cashier’s check a termination fee equal to the Premises. Thereaftertotal of three (3) months of Monthly Base Rent for the Existing Premises and the Expansion Premises at the rates in effect on the effective date of termination, Landlord shall send Tenant written notice plus Lessee’s Share of Additional Rent (the “Estimated Time Notice”Operating Expenses and Taxes) due, if any, prorated as of the estimated period effective date of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premisestermination. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect If Lessee timely exercises its termination right as set forth herein and Lessee pays to Lessor the amounts at the time specified, the Lease shall terminate as of January 31, 2013 in the Estimated Time Noticesame manner as if the Lease had terminated in accordance with its terms, there will be substantial interference with except for Lessee’s obligations to pay to Lessor the conduct by Tenant of its business at termination fee and the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof prorated Additional Rent. Lessor shall respond to Lessee’s request to lease additional space in writing within ten (10) calendar days after Tenant receives the Estimated Time Notice (time being Lessor’s receipt of the essence), which termination Lessee’s notice. Lessor shall be effective thirty (30) days after delivery of such notice of termination advise Lessee in Lessor’s written response whether or not Lessor is able to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenantaccommodate Lessee’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACadditional space needs.

Termination Right. If Tenant has entered into a new lease agreement (“New Lease”) with [***] (“Landlord’s Affiliate”) pursuant to which Tenant shall give Landlord immediate written notice lease space consisting of any damage at least [***] rentable square feet at that certain real property located at [***] (“New Premises”), subject to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) construction of the estimated period of time, as determined a building at [***] by Landlord’s architectAffiliate, for a term acceptable to Landlord and Landlord’s Affiliate and, otherwise, upon terms and conditions acceptable to Landlord’s Affiliate and Tenant in their respective sole discretion, this Lease shall terminate one month after the date (“New Lease Commencement Date”) that repair of such damage will substantially interfere with Tenant commences to pay base rent under the conduct of Tenant’s business at New Lease for the New Premises. Subject Notwithstanding anything to the provisions of Paragraph 9.2contrary contained in the Lease, if the damage Tenant shall not be required to pay Base Rent for the Premises is such thatfor the last month of the Term so long as Tenant has commenced paying base rent under the New Lease. Tenant acknowledges that nothing contained herein shall obligate Landlord’s Affiliate in any way to enter into the New Lease nor shall anything contained herein be construed to grant to Tenant any option or right to lease any space at another property owned by Landlord, in the opinion Landlord’s Affiliate or any of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate other affiliates. If this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination terminated pursuant to this provision Section 12, then, upon the New Lease Commencement Date, Tenant shall be Tenant’s only remedies vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the New Lease Commencement Date and Tenant shall have no further obligations under this Lease except for failure of Landlord those accruing prior to keep in good orderthe New Lease Commencement Date, condition including the obligation to pay Rent through the New Lease Commencement Date, and repair those which, pursuant to the foundations and exterior walls terms of the BuildingLease, Building roof, utility systems outside survive the Building, expiration or early termination of the Common Areas and HVACLease.

Termination Right. Tenant Notwithstanding anything to the contrary contained in Paragraph 14.1, if: (a) the Premises are totally damaged or are rendered wholly untenantable; (b) the Building shall give Landlord immediate written notice be so damaged that, in Landlord’s reasonable opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises are so damaged or rendered untenantable); (c) in Landlord’s reasonable judgment, repairs cannot reasonably be completed within one hundred twenty (120) days after the date of discovery of the damage (when such repairs are made without the payment of overtime or other premiums); (d) any Mortgagee requires that the insurance proceeds or any portion thereof be used to retire the Mortgage debt, or any ground lessor shall terminate the ground lease; (e) any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined Building is not fully covered by Landlord’s architect, insurance policies; (f) Landlord decides to rebuild the Building or Common Areas so that repair they will be substantially different structurally or architecturally; or (g) any damage during the final eighteen (18) months of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to Term renders the Premises is such thatwholly untenantable, then, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being any of the essence)foregoing events, which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will Landlord may, not interfere with the conduct of Tenant’s business at the Premises for more later than ninety (90) consecutive daysdays following the date of discovery of the damage, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending notice to Tenant. If Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination elects to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion exercise its right to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination terminate this Lease pursuant to this provision Paragraph 14.2: (i) the Term shall expire upon the thirtieth (30th) day after notice of such termination is given; (ii) Tenant shall vacate the Premises and surrender the same to Landlord; (iii) Tenant’s liability for Rent (except accrued Rent) shall cease as of the date of the damage; (iv) any prepaid Rent for any period after the date of the damage shall be Tenant’s only remedies for failure of refunded by Landlord to keep in good order, condition Tenant; and repair the foundations and exterior walls (v) those provisions of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACthis Lease which are expressly stated to survive expiration or earlier termination of this Lease shall survive.

Termination Right. (a) Tenant shall give notify Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the material damage to the Premises is such that, in resulting from fire or any other casualty promptly following the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by date Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being actually becomes aware of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlordsame. If the Estimated Time Notice states Premises or any Common Areas of the Industrial Center serving or providing access to the Premises shall be damaged by fire or other casualty, Landlord shall promptly and diligently prosecute to completion (subject to reasonable delays for insurance adjustment or other matters beyond Landlord’s reasonable control, and subject to all other terms of this Paragraph 9.1) the restoration of the areas that are Landlord’s obligation to repair under Paragraph 7.2 above, but Landlord shall not be required to restore the tenant improvements within the Premises or any Alterations made by Tenant to the Premises, the restoration of damage will which shall be performed by Tenant and promptly and diligently prosecuted to completion after Landlord completes Landlord’s restoration obligations as to the Building and Premises. In connection with repairs and replacements required to be made by Tenant, Tenant shall, prior to the commencement of construction, submit to Landlord for Landlord’s review and approval (not interfere with the conduct of to be unreasonably withheld, conditioned or delayed) all plans specifications and working drawings relating thereto. Landlord shall not be liable for any inconvenience or annoyance to Tenant or its visitors, or injury to Tenant’s business at resulting in any way from such damage or the repair thereof; provided however, that if such fire or other casualty shall have damaged the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, or the Common Areas necessary to Tenant’s occupancy, Landlord shall allow Tenant a proportionate abatement of Rent during the time and HVACto the extent the Premises are materially damaged and unfit for occupancy for the purposes permitted under this Lease, and not occupied by Tenant as a result thereof, except that, unless the casualty resulted from the negligence, recklessness or willful acts of Landlord, Tenant’s Rent shall xxxxx only to the extent Landlord is reimbursed for such lost Rent from the proceeds of rental interruption insurance carried by Landlord.

Termination Right. If Tenant is acquired by or merged with another company as part of a bona fide transaction and not primarily to trigger Tenant’s rights under this Section 42, Tenant shall give have the right to terminate this Lease (“Early Termination Right”) any time after June 30, 2016, and prior to the expiration of the Base Term, so long as Tenant delivers to Landlord immediate a written notice (“Termination Notice”), of any damage its intent to exercise its Early Termination Right at least 8 months prior to the Premisesdate upon which Tenant desires to terminate this Lease (“Early Termination Date”), which Termination Notice shall state the Early Termination Date. ThereafterUpon receipt of the Early Termination Notice, Landlord shall send notify Tenant written notice of the sum of, as calculated by Landlord, (i) the unamortized Tenant Improvements (as defined in the Work Letter), (ii) the unamortized portion of the leasing commissions paid by Landlord to Jxxxx Lxxx LaSalle with respect to this First Amendment, (iii) the unamortized value of any free rent accrued up to and through the Early Termination Date, with (i), (ii) and (iii) all fully amortized with 8% interest over the Base Term, plus (iv) 6 months of Base Rent that would otherwise have been due following the Early Termination Date had Tenant not exercised the Early Termination Right (collectively, the “Estimated Time NoticeEarly Termination Payment”) ). Tenant shall pay the Early Termination Payment to Landlord within 10 business days after receipt of the estimated period of time, as determined by Landlord’s architect, that repair notice of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to amount from Landlord. If Tenant timely and properly exercises the Estimated Time Notice states that repair Early Termination Right and pays the Early Termination Payment, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of damage will not interfere this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. If Tenant fails to comply with the conduct notice or payment provisions of this Section 42, Tenant shall, at Landlord’s option, be deemed to have forfeited Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACEarly Termination Right.”

Termination Right. Tenant shall give Landlord immediate written notice If, on or before November 10, 2016, Seller has not received a letter from the Georgia Environmental Protection Division of any damage the Georgia Department of Natural Resources (“EPD”) (a) approving the Prospective Purchaser Status Compliance Report dated September 13, 2016, and (b) granting a limitation of liability to the Premises. Thereafter, Landlord shall send Tenant written notice Seller (the “Estimated Time NoticeEPD Letter”) ), such EPD Letter to be in substantially the form attached hereto as Exhibit A, then Purchaser shall have the right, by written notice to the Seller given no later than November 20, 2016, to terminate the Purchase Agreement and, upon such termination, Purchaser shall be entitled to the return of the estimated period Deposit and the parties shall have no further rights or obligations under the Purchase Agreement, other than with respect to any matters that expressly survive the termination of timethe Purchase Agreement. Seller shall in good faith diligently pursue the issuance of the EPD Letter and deliver a copy of the EPD Letter to Purchaser no later than three (3) Business Days following its receipt. If Purchaser shall have failed to exercise the aforesaid termination right by November 20, as determined by Landlord’s architect2016, that repair the termination right shall be deemed to have expired and the Purchaser shall proceed to close the purchase of such damage will substantially interfere the Property in accordance with the conduct of Tenant’s business at the Premises. Subject to the preceding provisions of Paragraph 9.2this Second Amendment. For avoidance of doubt, if Seller obtains the damage to EDP Letter by November 10, 2016, and provides Purchaser a copy of the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct EPD Letter within three (3) Business Days following receipt by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysSeller, then Tenant may terminate Purchaser shall have no termination right under this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives Section 6. Seller will assign its rights under the Estimated Time Notice (time being EPD Letter to Purchaser at Closing, provided Seller shall, notwithstanding any such agreement, retain the right to also enforce the benefits of the essence), which termination shall be effective thirty (30) days after delivery limitation of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which liability under the terms hereof survive termination. Rent shall EPD Letter as to any claims brought or that could be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVACbrought against Seller.

Termination Right. Tenant shall give Landlord immediate has received and is currently reviewing the Working Drawings for Tenant's Work as referenced in the Work Letter. Landlord will send written notice of any damage to Tenant* either: (I) unconditionally approving the Premises. Thereafter, Landlord shall send Working Drawings; (ii) rejecting the Working Drawings and notifying Tenant written notice (the “Estimated Time Notice”) of the estimated period of time, as determined by basis for rejection; or (iii) conditionally approving the Working Drawings and noting the items that must be revised pursuant to Landlord’s architect, 's conditional approval. In the event that repair of such damage will substantially interfere with Landlord conditionally approves the conduct of Tenant’s business at Working Drawings or rejects the Premises. Subject to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive daysWorking Drawings, then Tenant may shall have five (5) days after receipt of such notice to terminate this Lease by sending Landlord delivering written notice thereof within ten (10) days after to Landlord of termination, If Tenant receives delivers the Estimated Time Notice (time being termination notice in a timely fashion, then this Lease shall be deemed terminated as of the essence), which termination shall be effective thirty (30) days after delivery of such date Landlord receives Tenant's notice of termination and Tenant will deliver possession of the Premises to LandlordLandlord on such date in its then current condition. If Tenant fails to timely give notice of termination.** Tenant will be deemed to have waived its right to terminate under this Article and the Estimated Time Notice states that repair Lease shall remain in full force and effect. * By October 22, 1999 ** Within TEN(10) Business days EXHIBIT A LEASED PREMISES [DIAGRAM] EXHIBIT B WORK LETTER ----------- 939 BANNOCK LLC RE: Lease dated as of damage will not interfere with October 11. 1999, by and between 938 Bannock LLC ("Landlord") and INFLOW, INC. ("Tenant") (the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure"Lease"), then Tenant may terminate this pertaining to those specific Leased Premises more specifically described in the Lease (the "Leased Premises") Ladies and Gentlemen: Concurrently herewith, you, as Tenant, and the undersigned, as Landlord, have executed the referenced Lease, which provisions of said Lease are herein incorporated by sending Landlord written notice thereof within ten reference as if Fully set forth herein. (10Initially capitalized terms not otherwise defined have the same meaning as in the Lease.) days after the expiration of such ninety (90) day period (time being In consideration of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls execution of the BuildingLease, Building roof, utility systems outside Landlord has agreed to complete certain improvements in the Building, the Common Areas Leased Premises and HVAC.Tenant and Landlord agree as follows:

Termination Right. Tenant shall give Landlord immediate written notice of any damage to the Premises. Thereafter, Landlord shall send Tenant written notice (have the “Estimated Time Notice”) of the estimated period of time, as determined by Landlord’s architect, that repair of such damage will substantially interfere with the conduct of Tenant’s business at the Premises. Subject right to the provisions of Paragraph 9.2, if the damage to the Premises is such that, in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of upon ninety (90) days notice to Tenant in the event Landlord receives notice from any of Landlord's insurance carriers that such carrier intends to cancel its insurance on the Building, or to increase the cost of such insurance by more than one hundred percent (excluding delays caused 100%) above the premium payable by events Landlord immediately prior to such notice, due to the activities of force majeure)Tenant or the presence of Tenant in the Building; provided, then however, that if Landlord receives written notice from its insurance carrier that such carrier intends to cancel its insurance on the Building or to increase the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice and Landlord is provided with the opportunity to cure such condition or circumstance by a specific date in order to avoid such cancellation or increase, Landlord shall, within two (2) business days following Landlord's receipt of same, provide Tenant may with a copy of such notice and Tenant shall have the right to effect the cure of such condition or circumstance prior to the date specified in the insurance carrier's notice to Landlord. However, Landlord shall not terminate this Lease in the event Landlord is able, with good faith efforts, to obtain equivalent insurance from an insurance carrier satisfactory to Landlord at a premium not more than one hundred percent (100%) greater than the premium for the canceled insurance; provided that Tenant shall reimburse Landlord for all additional premiums charged to Landlord by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlordnew insurance carrier. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion Notwithstanding anything to the degree of interference during contrary set forth in this Xxxxxxxxx 00.0, Xxxxxxxx shall not have the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination to terminate this Lease pursuant to this provision shall be Paragraph 22.6 based upon Landlord's insurance carrier's intended cancellation of its insurance on the Building or intended increase in the cost of such insurance by more than one hundred percent (100%) above the premium payable by Landlord immediately prior to such notice if Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls 's use of the Building, Building roof, utility systems outside Demised Premises is in accordance with the Building, provisions of Paragraph 12 hereof regarding use of the Common Areas Demised Premises and HVACTenant is otherwise in compliance with all of its obligations under this Lease and under all laws and governmental regulations which are applicable with respect to the Demised Premises.

Termination Right. Provided that Tenant shall give Landlord immediate written is not in monetary default under the terms and conditions of this Lease or non-monetary default (beyond any applicable notice and cure periods) under the terms and conditions of any damage to this Lease as of the Premises. Thereaftertime of exercise of the “Termination Right” (as defined below), or as of the “Termination Dates” (as defined below), Landlord shall send hereby grants to Tenant a right to terminate this Lease (the “Termination Right”) upon strict compliance with the terms and conditions hereinafter set forth. Tenant may only exercise the Termination Right as of the expiration of the twenty-fourth (24th) (“1st Termination Date”) or forty-eighth (48th) (“2nd Termination Date”) full calendar month following the Lease Commencement Date (the “Termination Dates”), (ii) Tenant must provide Landlord with written notice (the “Estimated Time Termination Notice”) not less than one hundred and eighty (180) days prior to the 1st Termination Date or the 2nd Termination Date, as applicable, that it intends to exercise the Termination Right and terminate the Lease upon the expiration of the estimated period of timetwenty-fourth (24th) or forty-eighth (48th) full calendar month following the Lease Commencement Date, as determined by applicable, and (iii) Tenant shall include with the Termination Notice a cashiers or certified check, made payable to Landlord, in an amount equal to the sum of (a) Landlord’s architectthen “Unamortized Brokerage Commissions” (as defined below), that repair of such damage will substantially interfere with plus, (b) Landlord’s then “Unamortized Abated Rent” (as defined below) (the conduct “Termination Payment”). Landlord grants the Termination Right contained herein to Tenant in consideration of Tenant’s business at the Premises. Subject to strict compliance with the provisions hereof, including, without limitation, the manner and time of Paragraph 9.2, if exercise of the damage Termination Right and the timely payment of the Termination Payment. In the event of any failure by Tenant to exercise the Premises is such that, Termination Right in the opinion of Landlord’s architect as set forth in the Estimated Time Notice, there will be substantial interference strict accordance with the conduct by Tenant of its business at the Premises for a period exceeding ninety (90) consecutive days, then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after Tenant receives the Estimated Time Notice (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. If the Estimated Time Notice states that repair of damage will not interfere with the conduct of Tenant’s business at the Premises for more than ninety (90) consecutive days, but such repair does in fact interfere with the conduct of Tenant’s business at the Premises for a period in excess of ninety (90) days (excluding delays caused by events of force majeure), then Tenant may terminate this Lease by sending Landlord written notice thereof within ten (10) days after the expiration of such ninety (90) day period (time being of the essence), which termination shall be effective thirty (30) days after delivery of such notice of termination to Landlord. No such termination shall excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant’s business at the Premises. Abatement of rent and Tenant’s right of termination pursuant to this provision shall be Tenant’s only remedies for failure of Landlord to keep in good order, condition and repair the foundations and exterior walls of the Building, Building roof, utility systems outside the Building, the Common Areas and HVAC.conditions set