Common use of Early Termination Right Clause in Contracts

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 4139, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date July 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 12 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversto Landlord, an early termination payment in equal to the sum of (1) the unamortized amount of $750,000 the Tenant Improvement Allowance actually disbursed by Landlord as of the Early Termination Date with amortization calculated on a straight line basis from the Commencement Date through the Base Term, (which 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 Commencement Date through the Base Term, (3) the unamortized amount shall be increased 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 Commencement Date through the Base Term, (4) the unamortized amount of the Base Rent that would have been payable during the Abatement Period had such amounts not been abated, with amortization calculated on a straight line basis from the Commencement Date through the Base Term, and (5) an additional $750,000 if Tenant leases amount equal to 4 months of Base Rent that would have been payable for the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)4 months immediately following the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 39 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, a one-time right to terminate this the Lease (not for any period after the Extended Term if Tenant exercises its option to extend as provided in Section 3.2 below or any period of extension mutually agreed to by the parties) (the “Termination Right”) with respect to the entire Premises only effective as of expiration of March 31, 2020 (the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers ) by providing unconditional and irrevocable written notice of such early termination to Landlord by no later than March 31, 2019 (i) a written notice (the “Early Termination Notice”); provided that (i) Tenant pays to Landlord the Early Termination Payment (hereinafter defined) by the later of the date that is thirty (30) days after Landlord notifies Tenant of the amount of the Early Termination Payment or the date Tenant delivers the Early Termination Notice, and (ii) no uncured Default exists as of its election to exercise its the date Tenant delivers an Early Termination Right no less than 9 months in advance Notice, or as of the Early Termination Date, provided that Landlord shall have the right in its sole and absolute discretion to waive in writing the requirement under this clause (ii) concurrent with Tenant’s delivery to Landlord in which case the Term shall expire as of the Early Termination Notice delivers, an early termination payment in Date but Tenant shall remain liable for any uncured Default existing as of the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the Early Termination Date. The “Early Termination Payment”). If Tenant timely ” means the unamortized amount of Leasing Costs (hereinafter defined) and properly exercises Deferred Rent (as defined in Section 2.7 of the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms Original Lease) as 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 Date. The Deferred Rent is amortized without interest as provided in Section 2.7 of the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Original Lease. In the event that Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant The Leasing Costs shall be deemed to have waived its Termination Right and amortized over the provisions Extended Term on a monthly straight-line basis, together with interest at eight percent (8%) per annum. The term “Leasing Costs” means all of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfiedcosts and expenses incurred by Landlord in connection with this Second Amendment: (xa) Tenant makes no materially detrimental changes“Landlord’s Allowance” (as defined in Exhibit B attached hereto) actually funded, as reasonably determined applied or credited by Landlord, to (b) if paid by Landlord, the Tenant Improvements contemplated pursuant to amount of the plan attached hereto unamortized Expansion Parking Costs (as Exhibit Jdefined in Section 5.2 below) for the remainder of the Extended Term that is terminated early under this section, and (yc) Tenant unconditionally agrees to extend the Base Term of the lease all leasing brokerage commissions paid by Landlord in connection with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Spacethis Second Amendment.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, a one-time right to terminate this Lease (the “Termination Right”) with respect to effective as 11:59 p.m. on the entire Premises only as of expiration last day of the 60th thirty-ninth (39th) month after the Rent Commencement Date (the “Early Termination Date”), so long as ) provided that: (a) no Event of Default has occurred under this Lease; (b) Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to Tenant’s exercise its Termination Right no less than 9 months in advance of the Early Termination Right no later than six (6) months prior to the Early Termination Date, ; and (iic) concurrent Tenant delivers to Landlord, together with Tenant’s delivery to Landlord of its written exercise the Early Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)Right, the “Early Termination Payment”)Landlord’s Unamortized Transaction Costs. If Tenant timely and properly exercises satisfies each of the Termination Rightforegoing obligations, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of then this Lease on or before shall terminate as of the Early Termination Date and Tenant shall satisfy all of its obligations hereunder with respect to the surrender and delivery of the Premises to Landlord. If Tenant exercises the Early Termination Right as aforesaid prior to the exercise by Tenant of any of its rights under Section 27.1 or 27.2 above, then Tenant shall have no further obligations right to exercise its rights under this Lease except for those accruing prior to the Early Termination Date Section 27.1 and those which27.2 above, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. In the event that Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant which rights shall be deemed to have waived its Termination Right void and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything If Tenant exercises its right to expand the contrary contained herein, if Tenant elects Premises to exercise its Right include all or any portion of First Refusal the Expansion Space pursuant to Section 39(a) by delivering a Space Acceptance Notice27.1 or exercises the ROFO pursuant to Section 27.2 prior to electing to exercise the Early Termination Right, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 27.3 shall have become immediately void and of no further force or effect except that and Tenant may shall have no right to exercise its the Early Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceRight.

Early Termination Right. Provided that Exelixis, Inc. has not assigned this Lease other than to a Permitted Transferee (it being intended that all rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and shall not be transferable or exercisable for the benefit of any Transferee other than a Permitted Transferee), and provided that an Event of Default hereunder is not continuing at the time of exercise, Tenant shall have the right, subject one-time right to elect to have the Term expire on a date stated in Tenant’s written notice to Landlord as provided below (but in no event prior to the provisions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration end of the 60th one hundred eightieth (180th) month after the Rent Commencement Date Term Commencement) (the “Early Termination Date”)) instead of the Term Expiration specified in the Basic Lease Information, so long as Tenant delivers to Landlord (i) a by giving written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the exercise of such termination option at least twelve (12) months prior to the end of the one hundred eightieth (180th) month after the Term Commencement and paying to Landlord, not later than six (6) months prior to the Termination Notice deliversDate, an early termination payment in the amount of $750,000 the unamortized portion (which amount shall be increased by an additional $750,000 as of the Termination Date) of the Allowance and, if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)applicable, the “Early Termination Payment”). If Tenant timely and properly exercises Landlord’s Excess Development Costs (such amortization to be calculated as a monthly amortization at 8% per annum in accordance with the Termination Right, 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan amortization schedule attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend as consideration for the Base Term early termination of the lease Lease. Tenant shall have such option to terminate only if such option is exercised precisely in the manner provided herein (the "Termination Payment"). Upon timely and proper exercise of such option and the timely payment of the Termination Payment, the Term shall expire on the Termination Date, with the same force and effect as if the Lease were amended to provide for the Term to expire on the Termination Date instead of the Term Expiration specified on the Basic Lease Information. If Tenant has not delivered written notice to Landlord of the exercise of such termination option at least twelve (12) months prior to the end of the one hundred eightieth (180th) month after the Term Commencement or timely delivered the Termination Payment to Landlord, then the right to terminate this Lease pursuant to this Section 2(b) shall be null and void. Notwithstanding any of the foregoing, if an Event of Default exists on the Termination Date, then, at Landlord’s sole option, the Lease will not terminate but will remain in full force and effect until such Event of Default is cured, subject to Landlord’s rights and remedies with respect to such (and any other) Event of Default. Promptly upon the Expansion Spacerequest of either party, if necessarythe other party will confirm that the Event of Default has been cured and the Lease has been terminated. If an Event of Default exists on the Termination Date and Landlord does not elect to terminate this Lease pursuant to Section 14(b), so Tenant shall retain its rights and obligations under this lease, including the payment of Rent, provided that it is not less than a full 60 months from the date that Tenant commenced paying Termination Payment shall be applied against the components of the Base Rent for consisting of the Expansion Spaceunamortized portion of the Allowance and Landlord’s Excess Development Costs that are included in monthly Base Rent after the scheduled Termination Date and until this Lease is terminated pursuant to the terms set forth above following Tenant's cure of the Event of Default.

Early Termination Right. Notwithstanding anything in this Lease to the contrary, in the event of a Material Change, Tenant shall have the right, subject to the provisions of this Section 41, (i) a one-time option to terminate this Lease (the “First Termination RightOption”) with respect to effective on April 30, 2014 (the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early First Termination Effective Date”), so long as Tenant delivers and (ii) a one-time option to Landlord terminate this Lease (the “Second Termination Option” and, together with the First Termination Option, the “Termination Option”) effective on September 30, 2018 (the “Second Termination Effective Date” and, together with the First Termination Effective Date, the “Termination Effective Date”), provided that in either instance (i) a Tenant shall have given Landlord not less than thirty (30) days written notice of Tenant’s exercise of such Termination Option (the “Termination Notice”), and (ii) Tenant shall have paid to Landlord the Termination Fee (as defined below). Landlord shall notify Tenant of the amount of the Termination Fee within fifteen (15) days of Landlord’s receipt of the Termination Notice and the Termination Fee shall be due and payable (i) one-half (1/2) within fifteen (15) days after Landlord delivers to Tenant a statement of the Termination Fee, and (ii) one-half (1/2) by the Termination Effective Date. The failure of Tenant to make any payment of the Termination Fee as and when due shall render Tenant’s election to terminate this Lease pursuant to this subsection void. The “Termination Fee” shall equal the sum of (A) the unamortized amount of Landlord’s transaction costs, including, without limitation, any brokerage and leasing commissions paid by Landlord and Landlord’s reasonable attorneys’ fees and expenses, as amortized over a ten (10) year period, at an interest rate of eight percent (8%) (the “Leasing Costs”), plus (B) an amount equal to the then-applicable Basic Rent and Additional Charges multiplied by twelve (12) less the number of months notice given by Tenant. For example, if Tenant provides six (6) months notice of its election to exercise its the Termination Right no less than 9 months in advance of Option, then the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord amount of the Termination Notice deliversFee would be the Leasing Costs plus an amount equal to six (6) months (12-6) of the then-applicable Basic Rent and Additional Charges. Any disputes with respect to the Termination Fee shall not delay the payment of the Termination Fee but shall ultimately be resolved, an early termination payment in the amount upon written request of $750,000 (which amount shall be increased either party, by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right arbitration under Section 39(b)28 hereof. In the event Tenant prevails in such arbitration, Landlord shall pay to Tenant any over-payment of the “Early Termination Payment”)Fee within thirty (30) days after the determination by the arbiter. If Tenant timely and properly exercises shall effectively exercise the Termination RightOption as set forth in this Section 3(j), Tenant shall vacate the Premises and deliver possession thereof surrender to Landlord the Leased Premises as of the Termination Effective Date in the condition required by hereunder. Tenant’s failure to timely surrender the terms of this Lease on or before Leased Premises to Landlord upon the Early Termination Effective Date and shall subject Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those whichholdover provisions of Section 27. No later than October 1, pursuant to the terms 2011, Landlord shall notify Tenant of Landlord’s total transaction costs incurred in connection with this Lease, survive the expiration or early termination of this Lease. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering including a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Spacereasonable itemization thereof.

Early Termination Right. Provided that Tenant has not received notice of a monetary default under this Lease that then remains uncured as of the date of Tenant’s delivery of the Termination Notice, as that term is defined below, Tenant shall have the right, subject to the provisions of this Section 41, right to terminate this Lease (“Termination Right”) with respect to the entire Premises only effective as of expiration the first day of the 60th month after one hundred thirty-ninth (139th) Lease Month of the Rent Commencement Date Lease Term (the “Early Termination Date”), so long as Tenant delivers to Landlord and provided that (i) a Landlord receives written notice (the “Termination Notice”), ) from Tenant no later than the first day of its the one hundred twentieth (120th) Lease Month of the Lease Term stating Tenant’s election to exercise its Termination Right no less than 9 months in advance terminate this Lease pursuant to the terms and conditions of this Section 2.3, together with fifty percent (50%) of the Early Termination DateFee (as that term is defined below), and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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 Date, Landlord receives the remaining fifty percent (50%) of the Termination Fee, all as consideration for and as a condition precedent to such early termination. Provided that Tenant shall have no further obligations under terminates this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this LeaseSection 2.3, this Lease shall automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under this Lease as of the Termination Date, except those obligations set forth in this Lease which relate to the term of Tenant’s lease of the Premises and/or that specifically survive the expiration or early earlier termination of this Lease. In , including, without limitation, the event that payment by Tenant does not deliver of all amounts owed by Tenant under the Lease, up to Landlord and including the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions Date. For purposes of this Section 41 Lease, the “Termination Fee” shall have mean an amount equal to the then-unamortized portions, calculated using a five percent (5%) interest factor, on an equal payment basis over the number of Lease Months during which Base Rent is payable during the initial Lease Term (determined on a per rentable square foot basis for the then-existing Premises), of (a) the Tenant Improvement Allowance, (b) the Base Rent Abatement, and (c) leasing commissions paid by Landlord to Tenant’s Broker and Landlord’s Broker in connection with this Lease. Upon Tenant’s delivery of a Termination Notice (if applicable), Tenant’s rights, and Landlord’s restrictions, under Sections 2.2, 5.4 and 23.5 shall thereafter be void and of no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th 84th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 6 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in equal to (1) the unamortized amount of $750,000 the TI Allowance provided to Tenant, (which 2) all of the unamortized leasing commissions paid by Landlord in connection with this Lease, (3) an amount shall be increased by equal to the unamortized amount of the Abated Base Rent and Abated Operating Expenses provided to Tenant under this Lease, and (4) an additional $750,000 if Tenant leases amount equal to 6 months of Base Rent payable as of the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)Early Termination Date (collectively, the “Early Termination Payment”). Upon written request from Tenant delivered no earlier than 12 months prior to the Early Termination Date, Landlord shall, within 30 days of such request, provide Tenant with a written notice setting forth the calculations of the amounts due under the preceding sentence (“Landlord’s Early Termination Fee Notice”). If Tenant timely and properly exercises the Termination Right, 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. In Provided Landlord has delivered Landlord’s Early Termination Fee Notice within the time required, in the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Notwithstanding any other provision of this Lease to the contrary, Tenant shall have the right, subject to the provisions of this Section 41, right to terminate this Lease (“Termination Right”) with respect to the entire Premises only effective as of expiration the last day of the 60th eighty-fourth (84th) full month after of the Rent Commencement Date Lease Term (“the "Early Termination Date”"), so long as provided that (a) Tenant delivers to provides Landlord (i) a with written notice (“Termination Notice”), of its election to exercise its Termination Right no less terminate not later than 9 the date which is twelve (12) months in advance of prior to the Early Termination Date, which notice shall be binding and irrevocable (the "Early Termination Notice"), (b) Tenant pays Landlord a buyout amount equal to the aggregate of (i) the unamortized balance of Landlord's Transaction Costs, and (ii) concurrent an amount equal to three (3) months Base Rent and Additional Rent at the rate which would be in effect beginning with Tenant’s month 85 of the Lease Term if the Lease was not terminated (the aggregate of the foregoing items (i) and (ii) is referred to herein as the "Early Termination Payment"), one-half of which Early Termination Payment shall be payable contemporaneously with the delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 and one-half at least ninety (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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 90) days prior to the Early Termination Date (provided that the Additional Rent component of such payment shall be based upon Landlord's reasonable estimate and those whichsubject to adjustment when such amount is finally determined), pursuant to and (c) no Event of Default exists both as of the terms date of this Lease, survive the expiration or early termination Early Termination Notice and as of this Leasethe Early Termination Date. In the event that of any such early termination, Tenant does not deliver shall remain liable for any obligations or expenses arising or accruing hereunder prior to Landlord the Termination Notice and the Early Termination Payment within Date. Time is of the time period provided essence for all of the dates set forth in this paragraphParagraph 2.2.3. The rights granted to Tenant under this subparagraph 2.2.3 are personal to United Bank of Philadelphia, Tenant and shall not inure to the benefit of any sublessee or assignee of Tenant, but rather shall be deemed to have waived its Termination Right null and the provisions void and of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further legal force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in immediately upon any assignment of this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceLease.

Early Termination Right. If no Event of Default exists either at the time of exercise of such termination option or on the date any termination pursuant thereto would take effect, Tenant shall have the right, subject to the all provisions of this Section 414(b), to elect to terminate this Lease by written notice to Landlord (“herein called the "Early Termination Right”Notice") with respect to at any time on or before (but not after) the entire Premises only as of expiration date which is the fourteenth (14th) anniversary of the 60th month after the Rent Commencement Date (“Early herein called the "Latest Termination Notice Date”"). Any such election, so long as once made by Tenant, shall be irrevocable. If Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of shall not have given the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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 Latest Termination Date and Tenant shall have no further obligations under Notice Date, Tenant's right to terminate 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 4(b) shall have automatically expire and be of no further force or effect. Notwithstanding anything Any termination of this Lease pursuant to this Section 4(b) shall be effective as of the contrary contained hereindate which is the fifteenth (15th) anniversary of the Commencement Date (herein called the "Early Termination Date"). As payment for and in consideration of any such early termination, if Tenant elects shall pay to exercise its Right Landlord the amount determined in accordance with Exhibit 4 attached hereto (herein called the "Early Termination Fee"). This Lease shall remain in full force and effect to and including the Early Termination Date and until consummation of First Refusal the transactions hereafter described. On the Early Termination Date, Tenant shall, by wire transfer of immediately available funds, pay to Landlord, or as Landlord shall have directed, the Early Termination Fee together with all Minimum Rent, Additional Rent and other sums due and payable hereunder to and including the Early Termination Date, whereupon this Lease shall terminate, except with respect to obligations and liabilities of Tenant hereunder, actual or contingent, (including, without limitation, any arising pursuant to Section 39(a13) by delivering a Space Acceptance Notice, then Tenant shall be deemed to which have waived its Termination Right and the provisions of this Section 41 shall have no further force arisen on or effect except that Tenant may exercise its Termination Right with respect prior to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceEarly Termination Date.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 4140, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration on the last day of the 60th 30th full calendar month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversto Landlord, an early termination payment in the amount of $750,000 150,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, 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 after the Early Termination Date 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. In the event that If Tenant does not deliver delivers a Termination Notice to Landlord pursuant to immediately preceding paragraph, Landlord shall have the Termination Notice opportunity, if it so elects and without any obligation to do so, to offer one or more alternative premises for lease to Tenant which reasonably satisfies the premises being sought by Tenant following the Early Termination Payment within the time period provided in this paragraph, Tenant Date (“Alternative Premises”). Such Alternative Premises shall be deemed to have waived its Termination Right and located at the provisions Project or, if Landlord so elects, at another property in the San Diego area owned or controlled by an entity controlled by, under common control with, or controlling Landlord including, without limitation, any of this Section 41 the constituent members of Landlord or Alexandria Real Estate Equities, Inc. (any such entity, an “Affiliate”). Alternatively, Landlord and/or any Affiliate, as the case may be, shall have no further force or effect. Notwithstanding anything to the contrary contained hereinright, if it so elects and without any obligation to do so, to acquire a new project or redevelop any existing project it then owns to offer to Tenant elects the Alternative Premises. Such new lease shall, if entered into, otherwise be upon terms and conditions acceptable to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force Landlord or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changesAffiliate, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit Jcase may be, and (y) Tenant unconditionally in their respective good faith sole discretion. Tenant agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Spaceevaluate any such offer by Landlord (or its Affiliate) in good faith.

Early Termination Right. If Tenant enters into a lease agreement with an affiliate of Landlord pursuant to which Tenant leases no less than 165,000 rentable square feet of space at 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx (the “Binney Lease”), for a term of not less than 60 months, then Tenant shall have the right, subject to the provisions of this Section 4139, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of at any time after the expiration of the 60th 18th month after the Rent Commencement Date Date, following delivery of written notice written notice from Tenant to Landlord (“Termination Notice”) of its election to exercise its Termination Right, which termination notice shall identify the date on which Tenant desires to termination the Lease (the “Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the which Early Termination Date, and (ii) concurrent with Date shall in no event be earlier than 60 days after Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”)Landlord. If Tenant timely and properly exercises the Termination Right, 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. Nothing contained herein shall obligate Landlord, Landlord’s affiliate or Tenant in any way to enter into the Binney Lease. In the event that the Binney Lease is entered into and Tenant does not subleases more than 25,000 rentable square feet thereunder, Landlord shall have the right to terminate this Lease on at least 60 days’ notice to Tenant, which notice shall specify an Early Termination Date, and in such event Tenant shall vacate the Premises and deliver possession thereof to Landlord in the Termination Notice and condition required by the terms of this Lease on or before the Early Termination Payment within the time period provided in this paragraph, Date and Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything obligations under this Lease except for those accruing prior to the contrary contained hereinEarly Termination Date and those which, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit Jterms of this Lease, and (y) survive the expiration or early termination of this Lease. Nothing contained herein shall obligate Landlord, Landlord’s affiliate or Tenant unconditionally agrees in any way to extend enter into the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceBinney Lease.

Early Termination Right. Provided that Tenant is not in material non-monetary or monetary default under this Lease beyond any applicable notice and cure period as of the date of Tenant’s delivery of the “Termination Notice,” as that term is defined below, Tenant shall have the right, subject to the provisions of this Section 41, one-time option to terminate and cancel this Lease (“Termination Right”) with respect to the entire initial Premises only (and not any First Offer Space) effective as of expiration of December 31, 2011 (the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord provided that (i) a Landlord receives written notice (the “Termination Notice”)) from Tenant on or before June 30, 2011 stating that Tenant is electing to terminate this Lease pursuant to the terms and conditions of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Datethis Section 2.7, and (ii) concurrent with Tenant’s delivery Landlord receives from Tenant an amount equal to Landlord $813,363.60 (i.e., $8.40 per rentable square feet of the Termination Notice delivers, an early termination payment in the amount of $750,000 Premises (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination PaymentFee”). If Tenant timely and properly exercises the Termination Right, 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 August 31, 2011, as consideration for and Tenant as a condition precedent to such early termination. The termination right contained in this Section 2.7 shall have no further obligations under this Lease except for those accruing prior be personal to the Early Termination Date Original Tenant and those whichan Affiliate Assignee, pursuant to and may only be exercised by the terms Original Tenant or an Affiliate Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease, survive the expiration or early termination of this Lease). In the event that Tenant does not shall deliver a Termination Notice, Tenant shall thereafter have no rights to Landlord exercise its right to lease the First Offer Space and the terms of Section 2.6 shall be void and of no further force or effect (but such delivery of the Termination Notice and shall not affect Tenant’s lease of the Early First Offer Space to the extent Tenant exercised such right prior to Tenant’s delivery of the Termination Payment within Notice). Provided that Tenant terminates this Lease in accordance with the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions terms of this Section 41 2.7, then this Lease shall have automatically terminate and be of no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then and Landlord and Tenant shall be deemed to have waived its relieved of their respective obligations under this Lease as of the Termination Right and Date, except those obligations set forth in this Lease which specifically survive the provisions expiration or earlier termination of this Section 41 shall have no further force or effect except that Lease, including, without limitation, the payment by Tenant may exercise its of all amounts owed by Tenant under this Lease, up to and including the Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceDate.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 4142, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration on the last day of the 60th 36th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversto Landlord, an early termination payment in equal to (i) $350,000, plus (ii) the unamortized amount of $750,000 the Allowance with interest as provided in Section 4(b) (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, 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 after the Early Termination Date 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. In the event that If Tenant (i) exercises its Right of First Refusal pursuant to Section 39(a), or (ii) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 42 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, one-time right to terminate this the Lease effective as of December 31, 2018 (the “Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Effective Date”), so long as Tenant delivers by giving written notice to Landlord (i) a written notice (the “Termination Notice”) no later than December 31, 2017 (the “Termination Notice Deadline”). The Termination Notice shall be accompanied by payment to Landlord, by wire transfer of immediately available federal funds, of an amount equal to Two Hundred Fifteen Thousand Three Hundred Thirty Dollars ($215,330.00) (the “Termination Fee”), provided, however, that no Termination Fee shall be required if Tenant and Landlord (or an affiliate of Landlord) execute and deliver a new lease on terms and conditions acceptable to both Tenant and Landlord (or Landlord’s affiliate), each in its election to exercise its Termination Right no sole and absolute discretion, for premises containing rentable square footage greater than that of the Premises and for a term of not less than 9 months 5 years. Neither Landlord (nor an affiliate of Landlord) nor Tenant shall have any obligation to enter into a new lease pursuant to the immediately preceding sentence. Such termination shall, if the Termination Notice is properly delivered in advance accordance with Section 41(a) of the Early Lease and the Termination Fee is paid therewith if required as aforesaid, become effective on the Termination Effective Date, and (iia) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount Security Deposit shall be increased by an additional $750,000 if returned to Tenant leases subject to and in accordance with the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)Lease, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to (b) neither Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and nor Tenant shall have no any further rights, duties or 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term provisions which survive termination of the lease with respect to the Expansion SpaceLease. 000 Xxxxxxxxxx Xxxxxx, if necessaryXxxxxxxxx, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.XX Epizyme, Inc.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 4142, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration on the last day of the 60th 84th full calendar month after the Rent Commencement Date (“Early Termination Date”), so long as (a) Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery of a Termination Notice to Landlord, Tenant delivers a termination payment to Landlord of the Termination Notice delivers, an early termination payment in the amount of Seven Million Five Hundred Thousand Dollars ($750,000 7,500,000.00) (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight by delivery of a Termination Notice and the Termination Payment to Landlord, then 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 after the Early Termination Date 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. In For the event that 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 deemed to have waived its Termination Right and the provisions avoidance of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained hereindoubt, if Tenant elects to exercise its Right terminate the Lease pursuant to this Section 42, then, on or before the Early Termination Date, Tenant shall be required to pay to Landlord all remaining Additional Rent due for the balance of First Refusal the Base Term pursuant to Section 39(a4(b) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its (not including interest for any period following the Early Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceDate).

Early Termination Right. Provided that 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 Tenant named in this Second Amendment and any assignee of a "Permitted Transfer" (as that term is defined in Section 13.1 of the Original Lease) shall have the rightright to terminate the Lease, subject as amended, effective as of March 31, 2018 (the "Termination Date"), provided that (i) Landlord receives written notice (the "Termination Notice") from Tenant, or assignee of a Permitted Transfer, on or before June 30, 2017 (i.e., at least nine (9) months prior to the provisions Termination Date), stating that Tenant, or assignee of a Permitted Transfer, intends to terminate the Lease, as amended, pursuant to the terms and conditions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date8, and (ii) concurrent with Tenant’s delivery to Landlord Landlord's receipt of the Termination Notice deliversNotice, Landlord receives from Tenant, or assignee of a Permitted Transfer, an early termination payment in amount equal to Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) (the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b"Termination Fee"), as consideration for and as a condition precedent to such early termination. Provided that Tenant, or assignee of a Permitted Transfer, properly terminates the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightLease, 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 whichas amended, pursuant to the terms of this Section 8, the Lease, survive the expiration or early termination as amended, shall automatically terminate and be of this Lease. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to and Landlord and Tenant, or assignee of a Permitted Transfer, shall be relieved of their respective obligations under the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changesLease, as reasonably determined by Landlordamended, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect Termination Date, except those obligations set forth in the Lease, as amended, which specifically survive the expiration or earlier termination of the Lease, including, without limitation, the payment by Tenant, or assignee of a Permitted Transfer, of all amounts owed by Tenant under the Lease, as amended, up to and including the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceTermination Date.

Early Termination Right. If Tenant assigns this Lease pursuant to a bona fide merger or asset sale (which merger or asset sale shall be subject to the terms of Section 22 above) or if substantially all of Tenant’s stock is acquired by a third party (which stock acquisition shall be subject to the terms of Section 22 above), Tenant shall have the right, subject to the provisions of this Section 4140, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th 94th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversto Landlord, an early termination payment in the amount of equal to $750,000 5,500,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 40 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Provided that an Event of Default by Tenant has not occurred and remains uncured as of the date of Tenant's delivery of the Termination Notice (defined below), the Original Tenant only shall have the rightright to terminate the Lease, subject as amended hereby, effective as of September 30, 2024 (the "Termination Date"), provided that (i) Landlord receives written notice (the "Termination Notice") from Tenant on or before September 30, 2023 stating Tenant's election to terminate the Lease, as amended hereby, pursuant to the provisions terms and conditions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date6, and (ii) concurrent with Tenant’s delivery to Landlord Landlord's receipt of the Termination Notice deliversNotice, an early termination payment in Landlord receives from Tenant the amount of $750,000 Termination Fee (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(bdefined, below), as consideration for and as a condition precedent to such early termination. Provided that Tenant terminates the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightLease, 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 whichas amended hereby, pursuant to the terms of this Section 6, the Lease, as amended hereby, shall automatically terminate and be of no further force or effect and Landlord and Tenant shall be relieved of their respective obligations under the Lease, as amended hereby, as of the Termination Date, except those obligations set forth in the Lease, as amended hereby, which relate to the term of Tenant's lease of the Premises and Storage Space and/or that specifically survive the expiration or early earlier termination of this the Lease. In , as amended hereby, including, without limitation, the event that payment by Tenant does not deliver of all amounts owed by Tenant under the Lease, as amended hereby, up to Landlord and including the Termination Date. Upon Tenant's delivery of a Termination Notice and (if applicable), the Early Termination Payment within the time period provided in terms of Section 13 of this paragraph, Tenant Fifth Amendment shall automatically be deemed to have waived its Termination Right be deleted and the provisions shall be of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions For purposes of this Section 41 Fifth Amendment, the "Termination Fee" shall have no further force or effect except that Tenant may exercise its Termination Right mean the sum of the unamortized amount (calculated with respect interest at a rate equal to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes8% per annum), as reasonably determined by Landlordof the Termination Date, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit Jof any tenant improvement or other allowances, brokerage commissions, and (y) Tenant unconditionally agrees to extend free rent paid or provided by Landlord in connection with the Base Term of Premises or the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Storage Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, one time right to terminate this Lease (“Termination Right”) with respect to the entire Premises only (“Termination Right”) effective as of expiration the last day of the 60th 180th month after of the Rent Commencement Date original Base Term (“Early Termination Date”); provided, so long as however that Tenant delivers to Landlord (i) a written notice (“Termination Notice”), ) of its election to exercise its Termination Right no less than 9 months in advance on or before the expiration of the Early Termination Date168th month of the original Base Term, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversNotice, (x) an early termination payment in amount equal to 6 months of Rent at the amount payable by Tenant as of $750,000 the date that Tenant delivers the Termination Notice to Landlord, and (y) an amount equal to, as calculated by Landlord and provided to Tenant within 10 business days after Tenant delivers a written request therefor to Landlord, (1) all of the unamortized tenant improvement allowances provided to Tenant in connection with the Building 1 and 2 Tenant Improvements, the Building 3 Tenant Improvements and any Expansion Building Tenant Improvements, (2) all of the unamortized third party leasing commissions paid by Landlord in connection with Tenant’s lease of the Premises, and (3) all of the unamortized Rent Abatement provided to Tenant under this Lease all of which amount shall be increased by an additional $750,000 if Tenant leases amortized on a straight line basis over the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)originally scheduled Base Term (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the entire Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or within 30 days before the Early Termination Date and Tenant shall have no further obligations under this Lease with respect to the Premises except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this Leasethe Lease with respect to the Premises. In the event that If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided for in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effectRight. Notwithstanding anything to the contrary contained hereinforegoing, if Tenant elects to exercise its the Termination Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right null and the provisions void and of this Section 41 shall have no further force or effect except that if Tenant may exercise exercises any of its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated Expansion Rights pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from Section 39 after the date that is 60 months after the Initial Commencement Date and such Expansion Right is not rescinded by Tenant commenced paying Base Rent for as specifically permitted pursuant to terms of this Lease. Upon Tenant’s request from time to time, Landlord shall provide Tenant with Landlord’s estimate of the Expansion SpaceEarly Termination Payment amount.

Early Termination Right. Tenant shall have may terminate this Lease as of the right, last day of the 98th month of the Term (the “Early Termination Date”) subject to and in accordance with the provisions of this Section 4118.4. To exercise such early termination right, Tenant must (a) deliver at least 12 months prior to the Early Termination Date written notice to Landlord indicating that Tenant desires to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, ; and (iib) concurrent with Tenant’s pay Landlord wtthin thirty (30) days following delivery of such notice an Early Termination Payment (as defined below) and a termination fee equal to 12 months of Basic Rent at the rate(s) in effect during such period of time following the Early Termination Date. Tenant is not entitled to early termination if any Event of Default exists either when Tenant delivers the exercise notice to Landlord of or upon the Early Termination Notice delivers, an early termination payment Date. As used in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under this Section 39(b)18.4, the “Early Termination Payment” means the unamortized balance of all costs Landlord incurs in connection with leasing the Premises to Tenant, including, without limitation, the Improvement Allowance, real estate commissions and rent concessions given to Tenant, including, without limitation, any free rent granted to Tenant, attorneys’ fees and similar items (such costs being hereinafter called the “Leasing Costs”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms The calculation 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. In the event that Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within will be made by (a) taking the time period provided in this paragraphtotal of all Leasing Costs as of the Commencement Date, Tenant shall be (b) fully amortizing such amount at eight percent (8%) interest per annum over the last 120 months of the initial 134-month Term to establish a monthly payment therefor, and (c) calculating the remaining principal balance of such amortized amount as of the Early Termination Date. Such remaining principal balance is deemed to have waived its be the Early Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right Payment with respect to the original Premises as provided for in purposes of this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term 18.4. The amount of the lease with respect to Early Termination Payment will be set forth in the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceCommencement Date Memorandum.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, one time right to terminate this Lease (“Termination Right”) with respect to the entire Premises only ("Termination Right") effective as of expiration the last day of the 60th 180th month after of the Rent Commencement Date original Base Term (“Early Termination Date”); provided, so long as however that Tenant delivers to Landlord (i) a written notice (“"Termination Notice”), ") of its election to exercise its Termination Right no less than 9 months in advance on or before the expiration of the Early Termination Date168th month of the original Base Term, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversNotice, (x) an early termination payment in amount equal to 6 months of Rent at the amount payable by Tenant as of $750,000 the date that Tenant delivers the Termination Notice to Landlord, and (y) an amount equal to, as calculated by Landlord and provided to Tenant within 10 business days after Tenant delivers a written request therefor to Landlord, (1) all of the unamortized tenant improvement allowances provided to Tenant in connection with the Building 1 and 2 Tenant Improvements, the Building 4 Tenant Improvements, the Building 5 Improvements and any Expansion Building Tenant Improvements, (2) all of the unamortized third party leasing commissions paid by Landlord in connection with Tenant’s lease of the Premises, and (3) all of the unamortized Rent Abatement provided to Tenant under this Lease all of which amount shall be increased by an additional $750,000 if Tenant leases amortized on a straight line basis over the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)originally scheduled Base Term (collectively, the “"Early Termination Payment”"). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the entire Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or within 30 days before the Early Termination Date and Tenant shall have no further obligations under this Lease with respect to the Premises except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this Leasethe Lease with respect to the Premises. In the event that If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided for in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effectRight. Notwithstanding anything to the contrary contained hereinforegoing, if Tenant elects to exercise its the Termination Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right null and the provisions void and of this Section 41 shall have no further force or effect except that if Tenant may exercise exercises any of its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated Expansion Rights pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from Section 39 after the date that is 60 months after the Initial Commencement Date and such Expansion Right is not rescinded by Tenant commenced paying Base Rent for as specifically permitted pursuant to terms of this Lease. Upon Tenant's request from time to time, Landlord shall provide Tenant with Landlord's estimate of the Expansion SpaceEarly Termination Payment amount.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, right to terminate this Lease (“Termination Right”) with respect to the entire Premises only effective as of expiration the last day of the 60th sixty- sixth (66th) full calendar month after of the Rent Commencement Date initial Lease Term (the “Early Termination Date”), so long provided that: (a) Tenant is not in default under this Lease as Tenant delivers to of the date of Tenant's delivery of the Termination Notice or Termination Date; (b) Landlord (i) a receives written notice (the “Termination Notice”) from Tenant on or before the date that is ten (10) months prior to the Termination Date stating that Tenant intends to terminate this Lease pursuant to the terms and conditions of this Article 31; and (c) as a condition precedent to such early termination, concurrent with Xxxxxxxx's receipt of the Termination Notice, Tenant shall pay to Landlord $478,239.00 (i.e., the unamortized sum of (i) the Tenant Improvement Allowance (as defined in the Tenant Work Letter attached hereto), of its election to exercise its Termination Right no less than 9 months (ii) the Aggregate Abated Base Rent (as defined in advance of the Early Termination DateSection 3.2 above), and (iiiii) concurrent all leasing commissions incurred by Landlord in connection with Tenant’s delivery this Lease, all amortized on a straight line basis from the Commencement Date with interest at eight percent (8%) per annum, plus an amount equal to Landlord the Base Rent due under this Lease for months sixty-seven (67) and sixty-eight (68) of the Termination Notice delivers, an early termination payment in the amount of $750,000 Lease Term) (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely acknowledges and properly exercises agrees that the Termination RightPayment shall be deemed fully-earned by Landlord as consideration for, and as a condition to, Xxxxxxxx’s agreement to terminate the Lease pursuant to this Section, and that Landlord would not have granted Tenant the early termination right set forth in this Section but for Tenant’s agreement to pay Landlord the Termination Payment. Provided that Tenant terminates this Lease in accordance with the terms of this Article 31, 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, other than those obligations that expressly survive the termination of this Lease (e.g., Xxxxxx's obligations regarding indemnification and surrender of the Premises); provided, however, notwithstanding anything to the contrary contained in this Lease, Landlord shall have all the rights and remedies with respect to any obligation of Tenant under this Lease that accrues prior to the Termination Date and is not satisfied by Tenant prior to the Termination Date. Upon Xxxxxx's delivery of the Termination Notice, Xxxxxx's right to thereafter extend the Lease Term pursuant to the terms of Section 2.2 of this Lease, and Xxxxxx’s right of first offer pursuant to Article 30 of this Lease, shall terminate and be of no further force or effect. On or before the Termination Date, Tenant shall vacate the Premises and surrender and deliver exclusive possession thereof to Landlord in accordance with 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 provisions of this Lease. In the event that Tenant does not deliver to Landlord retains possession of the Premises or any part thereof after the Termination Notice and the Early Termination Payment within the time period provided in this paragraphDate, Tenant shall be deemed to have waived its Termination Right and then the provisions of Article 16 of this Section 41 Lease shall have no further force or effectapply. Notwithstanding anything The rights contained in this Article 31 shall be personal to the contrary contained hereinNamed Tenant and may only be exercised by the Named Tenant (and not any assignee, if Tenant elects to exercise its Right sublessee or other transferee of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for Tenant's interest in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceLease).

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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. In the event that Tenant does (i) desires to further expand the Premises in the future and Landlord, or an affiliate of Landlord, can not deliver or will not accommodate Tenant’s desired expansion within the Building or the office buildings commonly known as One Xxxxx Center, Two Xxxxx Center or any expansions or additional buildings added to Landlord the Xxxxx Center complex in the future and (ii) immediately following the Termination Notice and Date, as defined in Exhibit “C” attached hereto, Tenant significantly expands Tenant’s operations in the Early Termination Payment metropolitan area of the City of Houston (i.e, including without limitation the cities reasonably adjacent to the City of Houston, such as the cities of Katy, Sugar Land, Baytown, Pearland, The Woodlands, League City, etc.), in a single office building such that Tenant occupies at least 90% of the total amount of space Tenant then currently leases pursuant to the Lease plus the amount of space Tenant informed Landlord that it desired to expand into within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance NoticeXxxxx Center complex, then Tenant shall have an option to terminate the Lease for the entire Premises effective on the last day of the 42nd full month following the Relocation Date in accordance with the terms and conditions of the Termination Option set forth in Exhibit “C” attached hereto. Tenant’s failure to expand following the Termination Date shall be deemed a material breach of the Lease and in such case, Landlord may retroactively elect to have waived its void Tenant’s exercise of the Termination Right Option, in which case, the Lease shall continue in full force and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Termination Option was never a part of the Lease and Tenant makes no materially detrimental changes, as reasonably determined by Landlord, shall be obligated to the Tenant Improvements contemplated pay all amounts due pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months Lease from the date that Tenant commenced paying Base Rent for Commencement Date through the Expansion SpaceExpiration Date.

Early Termination Right. So long as no material event of default by Tenant has occurred and is continuing under the Lease, or any amendments thereto, Tenant shall have the right, subject to the provisions of this Section 41, following alternative one time rights to terminate this Lease for all or any portion of the New Premises (collectively, the “Termination Right”). Tenant may terminate the Lease for the entirety of the New Premises or, in the alternative, Tenant may terminate the Lease for a portion of the New Premises provided that if Tenant exercises its termination right for only a portion of the New Premises as designated by Tenant, Tenant must maintain at least four (4) with respect to the entire Premises only contiguous floors as designated by Tenant. Any such termination, if timely exercised shall be effective as of expiration of either April 30, 2028, or April 30, 2030, as selected by Tenant (as applicable, the 60th month after the Rent Commencement Date (“Early "Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”"). If Tenant timely and properly exercises To exercise the Termination Right, Tenant shall vacate deliver a written termination notice (the Premises and deliver possession thereof "Termination Notice") to Landlord in at least twelve (12) months prior to the condition required anticipated Termination Date which Termination Notice shall identify the floors proposed to be terminated by Tenant. In the terms event of this Lease any such termination, Tenant shall pay to Landlord, on or before the Early applicable Termination Date, the termination fee (the "Termination Fee") in the amount described below. The Termination Fee for a Termination Date and Tenant of April 30, 2028, or April 30, 2030, shall have no further obligations under this Lease except for those accruing prior be equal to the Early sum of (w) the unamortized portion of all of the New Premises Tenant Improvements to the New Premises paid for by Landlord (including any unamortized commissions and the Tenant Improvement Allowance for the New Premises, and (x) all documented leasing and brokerage commissions and expenses, excluding expenses incurred under Paragraph 16 below, relating to the Seventeenth Amendment paid for by Landlord (the sum of the costs described in items (w) and (x) above being referred to as the "Total Costs"). The unamortized portion of the Total Costs shall be the balance of the Total Costs remaining to be amortized as of the Termination Date with the amortization period beginning on May 1, 2021, and those whichending on April 30, pursuant 2033. Such amortization shall be calculated using the even payment method, with interest at the rate of six percent (6%) per annum, and all such payments having been assumed to be made through the Termination Date. Within thirty (30) days after written request from Tenant, Landlord will provide to Tenant a statement of the Total Costs which can then be determined together with reasonable documentation of the same; thereafter when square footage is added to the terms New Premises which is not included in the initial calculation, Landlord will advise Tenant of this Leasenew Total Costs. Landlord's failure to timely notify Tenant of such Total Costs will not limit Tenant's obligation to pay any Termination Fee hereunder. If Tenant objects to Landlord's calculation of the Total Costs from time to time after meeting with Landlord to review the basis for such calculation, survive Tenant will have the expiration or early termination right to require such Total Costs determination to be decided by arbitration. Within thirty (30) days after the delivery of this Lease. In the event that Tenant does not Termination Notice, Landlord shall prepare and deliver to Landlord Tenant Landlord's calculation of the Termination Notice Fee (the "Calculation Statement"), which shall be final and binding, absent manifest error or unless the Early Total Costs are in dispute as set forth in the preceding sentence. Failure of Tenant to give timely notice as required above or to pay timely the Termination Payment Fee, as noted in the Calculation Statement, within the respective time period provided in periods set forth herein, shall render this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions rights contained herein, null and void and of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained hereinAdditionally, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend fully and faithfully perform all of its obligations under this Lease for the Base Term period commencing upon the receipt of the lease with respect Termination Notice up through the Termination Date. The rights under this Paragraph 15 are transferable in whole only to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Spacean Affiliate.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this the Lease (“"Termination Right”") with respect to the entire Premises only as of expiration of the 60th month date that is 36 months after the Rent Commencement Date (“"Early Termination Date”"), so long as Tenant delivers to Landlord (i) a written notice (“"Termination Notice”"), of its election to exercise of its Termination Right no less than 9 on or before the date that is 6 months in advance of prior to the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversNotice, an early termination payment in deliver to Landlord the sum of (1) the unamortized amount of $750,000 the costs incurred by Landlord in connection with Landlord’s Work, and (which amount shall be increased 2) all of the unamortized leasing commissions paid by an additional $750,000 if Tenant leases Landlord in connection with Tenant’s lease of the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)Premises (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this the Lease on or before the Early Termination Date and Tenant shall have no further obligations under this the Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this the Lease. In the event that Tenant either (x) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraphSection 41, or (y) if Tenant exercises its Expansion Right pursuant to Section 39, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this Lease (“Termination Right”) with respect to on the entire Premises only as of expiration last day of the 60th 84th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), ) of its election to exercise its such Termination Right no less than 9 12 months in advance of the Early Termination Date, and (iib) concurrent concurrently with Tenant’s delivery to Landlord of the Termination Notice deliversto Landlord, an early termination payment equal to the sum of (i) the unamortized leasing commissions paid by Landlord in connection with this Lease, which shall be amortized on a straight-line basis over the Base Term at 7%per annum, plus (ii) 3 months of the then-current amount of Base Rent, plus (iii) the unamortized cost of the Tenant Improvements (based on the stipulated cost of $750,000 (275.00 per Rentable Area of Premises), which amount shall be increased by an additional $750,000 if Tenant leases amortized on a straight-line basis over the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)Base Term at 7% per annum (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, 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 after the Early Termination Date 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 4142, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration on the last day of the 60th 84th full calendar month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date. If Tenant elects to terminate this Lease as of the Early Termination Date, Tenant shall be required to restore the Premises to the condition reflected in space plans attached to the Work Letter as Schedule 1 (the “Restoration”); provided, however, that Tenant shall not be required to expend more than Three Million Nine Hundred Thousand Dollars ($3,900,000) in connection with such Restoration, including, without limitation, hard and soft costs and a commercially reasonable construction management fee. Tenant may elect, upon its delivery of its Termination Notice to Landlord, to have an affiliate of Landlord provide project management services with respect to the Restoration; provided, however, that Tenant will be required to enter into the contracts with the architect, if applicable, and (ii) concurrent general contractor in connection with the Restoration which contracts shall be in form and content reasonably acceptable to Landlord. Notwithstanding the foregoing, Landlord may elect, in Landlord’s sole and absolute discretion, within a reasonable period following Tenant’s delivery to Landlord of the a Termination Notice deliversto Landlord, an early termination payment in to have Tenant pay the amount of Three Million Nine Hundred Thousand Dollars ($750,000 (which amount shall be increased by an additional $750,000 3,900,000) to Landlord in lieu of performing the Restoration. Notwithstanding anything to the contrary contained herein, if Tenant leases the Expansion Space any space from Landlord pursuant to its Direct Expansion the provisions of Section 39 then Tenant’s Termination Right under shall automatically terminate and the provisions of this Section 39(b), the “Early Termination Payment”)42 shall have no further force or effect. If Tenant timely and properly exercises the Termination RightRight and performs the Restoration prior to the Early Termination Date or makes the payment in lieu of the Restoration as provided in the immediately preceding 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 after the Early Termination Date 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant Subject to the terms and conditions contained in this Paragraph 3.4, Landlord shall have the one time right, subject in the event Landlord intends to sell the provisions Building free and clear of this Section 41Lease, to terminate this Lease (“Termination Right”) with respect to the entire Premises only effective as of the expiration of the 60th thirty-sixth (36) month after of the Rent Commencement Date Lease Term (“Early Termination Date”), so long as . Landlord may exercise the Termination Right by giving Tenant delivers to Landlord (i) a written notice of such termination no later than the expiration of the twenty-seventh (27) month of the Lease Term (“Termination Cancellation Notice”). If Landlord timely delivers the Cancellation Notice, the monthly Rent shall be decreased to Thirteen Thousand Six Hundred Eight Dollars ($13,608) from the first full calendar month after receipt of its election to exercise its Termination Right no less than 9 months in advance of the Cancellation Notice through the Early Termination Date. Notwithstanding the foregoing, if Landlord timely exercises its Termination Right pursuant to the terms of this Paragraph 3.4, then, provided Tenant is not in breach or default under this Lease, Tenant may elect to terminate this Lease by giving Landlord written notice of termination after the later of (x) receipt of Landlord’s Cancellation Notice, and (iiy) concurrent with the expiration of the twenty-seventh month of the Lease Term but before the Early Termination Date. In the event Tenant timely delivers such termination notice to Landlord pursuant to the terms of the immediately preceding sentence, this Lease shall terminate as of the last day of the month in which Landlord receives Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in notice. In the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space event this Lease terminates pursuant to its Direct Expansion Right under Section 39(b)this Paragraph 3.4, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, then Tenant shall vacate and surrender the Premises and deliver possession thereof to Landlord in the condition required by the terms accordance with Paragraph 35 of this Lease on or before the Early Termination Date and (or such earlier termination date if Tenant shall have no further obligations under this Lease except for those accruing prior timely delivers its termination notice to the Early Termination Date and those which, Landlord pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceParagraph 3.4).

Early Termination Right. Tenant shall have the rightone-time right to terminate the term of this Lease during the Initial Term effective upon the date (the "EARLY TERMINATION DATE") that is later of (x) the last day of the fifth Lease Year or (y) the date that is nine months after the delivery by Tenant of written notice (a "TERMINATION NOTICE") to Landlord electing to terminate the Lease prior to the then-scheduled expiration date. The Termination Notice must be accompanied by a check payable to Landlord in an amount equal to one half of the sum of (A) the unamortized amount (i.e. the amount - 11 - allocable to the remainder of the initial term of the Lease following on and after the Early Termination Date) of (i) the Finish Work Allowance (as defined in Exhibit L) and (ii) the brokerage commissions paid by Landlord to the Brokers, subject in each case amortized in equal monthly installments that would be required to fully amortize the amount (without interest) over 120 months and (B) the product of the then-effective monthly Base Rent times the number of months remaining in the Initial Term as of the Early Termination Date divided by 15 ((A) and (B), together, the "TERMINATION PAYMENT"). An example of the calculation of the Termination Payment is set forth on EXHIBIT O. In no event shall the Termination Payment be equal to an amount less than two times the monthly Base Rent in effect at the time the Termination Notice is given. The other half of the Termination Payment shall be paid by Tenant to Landlord on or before the date that is 30 days, prior to the Early Termination Date, net of an amount equal to 50% of any cash Security Deposit then held by Landlord (provided that Tenant is not then in default under the lease and that Tenant has not elected to provide a Letter of Credit as security pursuant to Section 15.01), and Landlord shall be permitted to apply fifty percent (50%) of any cash Security Deposit then held by it towards the balance of the Termination Payment. Within 30 days after request by Tenant, which request shall indicate a projected Early Termination Date, Landlord shall notify Tenant of the amount of the Termination Payment that would be payable on such projected date, determined in accordance with this Section. A request for a determination by Landlord of the amount of a Termination Payment shall not constitute a Termination Notice. The Termination Payment shall be in addition to, and not in lieu of, Tenant's obligations to pay rent for the period ending on the Early Termination Date. Time is of the essence with regard to the provisions of this Paragraph. Tenant's notice terminating the Lease shall be effective only if such notice is applicable to the entire Premises, is unconditional, is accompanied by one-half of the Termination Payment, and the remainder of the Termination Payment is made in a timely manner. Once given, such termination notice shall be irrevocable. Notwithstanding the foregoing, any exercise by Tenant of its termination right under this Paragraph shall, at Landlord's election, be void if Tenant is in default hereunder continuing beyond applicable notice or cure period or an event or condition exists which with notice and the passage of time would constitute such a default, provided that, in either case, any such default is with respect to a payment of Rent or is on account of a breach of the terms and conditions of Section 419.04 or Section 13.01 of this Lease unless Tenant cures such default within the applicable cure period, to terminate if any, under this Lease (“Termination Right”) or unless Tenant otherwise provides Landlord with respect to the entire Premises only sufficient assurances, as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”determined in Landlord's sole discretion, that Tenant will complete such cure), so long as either at the time Tenant delivers elects to Landlord (i) a written notice (“Termination Notice”), of its terminate the Lease or at the time the Lease would be terminated pursuant to Tenant's election to exercise terminate. If Tenant exercises its Termination Right no less than 9 months in advance of the Early Termination Datetermination right hereunder, (a) Tenant's extension option under Section 3.03 and rights pursuant to Article 18 shall be null and void, and (iib) concurrent with Tenant’s delivery Tenant shall peaceably surrender the Premises to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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 in accordance with the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. In the event that 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 deemed to have waived its Termination Right and the applicable provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion SpaceLease.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 413, to terminate this the Lease (“Termination Right”) with respect to the entire Premises only effective as of expiration of the 60th month after the Rent Commencement Date May 31, 2021 (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less not later than 9 months in advance of the Early Termination DateJune 1, 2020, and (iib) concurrent with within 5 business days after Tenant’s delivery to Landlord of the Termination Notice deliversto Landlord, an early termination payment in the amount of $750,000 419,177.48, which is equal to the Base Rent that would have been payable for the 4 month period following the Early Termination Date (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment in accordance with this Section 3, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this the Lease on or before the Early Termination Date and Tenant shall have no further obligations under this the Lease from and after the Early Termination Date except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this the Lease. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may only exercise its Termination Right with respect pursuant to the original Premises as provided for in this Section 41 4 if Tenant concurrently exercises its Termination Right (as defined in the following conditions have been satisfied: (x11025/11035 Lease) pursuant to that certain Lease 1 Agreement between Landlord and Tenant makes no materially detrimental changesdated as of March 7, 2012, pertaining to those certain premises more particularly described therein, as reasonably determined amended by Landlordthat certain First Amendment to Lease dated as of April 24, 2012, as further amended by that certain Second Amendment to the Tenant Improvements contemplated pursuant Lease dated as of July 31, 2012, as further amended by that certain Third Amendment to the plan attached hereto Lease dated as Exhibit Jof November 5, 2013, and as further amended by that certain Fourth Amendment to Lease of even date herewith (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space“11025/11035 Lease”).

Early Termination Right. Tenant If, at any time prior to termination of the Sublease, Hyatt Hotels Corporation intends to cease using the Building for its principal executive offices (the “Cessation”), then Sublandlord shall deliver written notice thereof (the “Cessation Notice”) to Subtenant and Sublandlord shall designate therein the exact date (the “Cessation Date”) of the Cessation. Subtenant, within the six (6) month period following the later to occur of (a) the Cessation Date designated in the Cessation Notice, and (b) the actual date of Cessation, shall have the right, subject to the provisions of this Section 41, right to terminate this Lease Sublease (“Termination RightOption”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a by delivering written notice thereof (“Termination Notice”)) to Sublandlord. The Termination Notice shall designate the termination effective date, of its election to exercise its Termination Right which in no less event shall be earlier than 9 nine (9) months in advance following the date of the Early Termination DateNotice. If Subtenant exercises the Termination Option, (i) Subtenant, no later than the thirtieth (30th) day prior to the termination effective date, shall deliver to Sublandlord a termination fee in an amount equal to the product of six (6) and the monthly Net Rent and Additional Rent payable by Subtenant (without giving effect to any abatement or reduction) for the month preceding the date of delivery of such payment, and (ii) concurrent with Tenant’s delivery to Landlord of Subtenant shall surrender the Termination Notice delivers, an early Subleased Premises on the termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord effective date in the condition required by and in accordance with the terms of this Lease on or before Article 13 of the Early Master Lease. Subtenant shall, after delivery of the Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those whichNotice, pursuant to comply with the terms of this Lease, survive the expiration Sublease until the date of termination as if no such notice had been given. The Termination Option is conditioned upon no monetary or early material non-monetary default beyond all applicable notice and cure periods existing on the date of the Termination Notice or on the termination effective date of this LeaseSublease. In the event that Tenant does not deliver to Landlord If Subtenant provides the Termination Notice and fulfills the Early Termination Payment within conditions described above (subject to the time period provided in following sentence), this paragraphSublease shall terminate on the termination effective date. If Subtenant fails to fulfill any of the conditions described above, Tenant Subtenant’s right under this Paragraph 35 shall be deemed terminated. Notwithstanding any termination of this Sublease pursuant to have waived its Termination Right and this Paragraph 35, Subtenant shall continue to be liable to Sublandlord for all rent accruing under the Sublease prior to the termination effective date, the cure of any violations or defaults under this Sublease occurring prior to the date of termination, any indemnities under this Sublease, any provisions of this Section 41 Sublease which expressly survive any termination of this Sublease, any holdover rent payable as a result of failing to vacate the Subleased Premises on or prior to the termination effective date, and any damages suffered by Landlord as a result of failing to vacate the Subleased Premises on or prior to such termination effective date. Sublandlord shall have no further force all rights and remedies under this Sublease and at law or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right in equity with respect to the original Premises as provided for liabilities described in the preceding sentence. The right of Subtenant under this Section 41 Paragraph 35 terminates if Subtenant assigns the following conditions have been satisfied: (x) Tenant makes no materially detrimental changesSublease, as reasonably determined by Landlord, to the Tenant Improvements contemplated except pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Spacean Exempt Transfer(s).

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 419, to terminate this the Lease (“Termination Right”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date October 31, 2016 (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Dateon or before February 1, 2016, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in equal to (1) the unamortized amount of $750,000 the TI Allowance provided to Tenant, (which 2) all of the unamortized leasing commissions paid by Landlord in connection with this First Amendment, and (3) an amount shall be increased by an additional $750,000 if Tenant leases equal to 6 monthly installments of Basic Annual Rent at the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)rate payable as of the Early Termination Date (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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. In the event that (i) Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, or (ii) Tenant exercises its Right of First Refusal under Section 41 of the Lease at any time after December 31, 2012, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 9 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Notwithstanding anything to the contrary contained in this Lease, provided Tenant is not in default hereunder, Tenant shall have the rightoption to terminate this Lease, subject effective on the last day of the eight (8th) Lease Year, the last day of the ninth (9th) Lease Year, or the last day of the tenth (10th) Lease Year (the "Termination Dates") by providing Landlord with written notice of such Termination Option election (the "Termination Notice"). Such Termination Notice shall be effective only if it is given to Landlord at least twelve (12) months prior to the respective Termination Date (the "Termination Notice Deadline"); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline with respect to such Termination Date, the Termination Option with respect to said Termination Date shall expire and be of no further force or effect. Tenant shall have no right or option to terminate this Lease pursuant to this paragraph at any time after the Last Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Section 41paragraph, Tenant shall pay to terminate Landlord an amount as a termination fee equal to one hundred percent (100%) of the unamortized portion (amortized at eleven percent (11%) per annum) of the tenant improvement allowance which includes twenty five dollars ($25.00) per rentable square plus the cost of repairing the ceiling. The termination fee shall be paid no later than sixty (60) days prior to the end of this Lease. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (“Termination Right”which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice delivers, an early termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”)such loss. If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof continue 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 be liable for its obligations under this Lease except for those accruing prior to and through the Early Termination Date and those whichincluding, without limitation, additional rental that accrues pursuant to the terms of this Lease, survive with all of such obligations surviving the expiration or early termination of this Lease. In The rights granted to Tenant under this paragraph are personal to Tenant, and in the event that 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 deemed to have waived its Termination Right and the provisions of any assignment of this Section 41 Lease or sublease by Tenant, this Termination Option shall have thenceforth be void and of no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.EXHIBIT F-1

Early Termination Right. Notwithstanding anything to the contrary in the Lease as heretofore amended and under this Fifth Amendment, Tenant shall have the right, subject to the provisions of this Section 41, right in its sole and absolute discretion to terminate this Lease effective on a date of Tenant’s choosing which must occur, if at all, on or after December 31, 2019 (“Termination Rightthe ”) with respect to the entire Premises only as of expiration of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers ) upon prior written notice given to Landlord upon not less that six (i6) a written months prior to the Early Termination Date specified in Tenant’s notice of termination (the “Termination Notice”). In no event shall Tenant have the right to deliver the Termination Notice to Landlord earlier than April 1, 2019. If Tenant elects to give Landlord such a Termination Notice, the Lease shall terminate on the specified Early Termination Date with the same effect as if the Term of its election to exercise its Termination Right no less than 9 months in advance of the Lease had expired on the Early Termination Date, and Tenant agrees to observe all the terms of the Lease regarding vacation and condition of the Premises upon expiration of the Term in any such case. In consideration of the termination right granted to Tenant hereunder, Tenant agrees to pay to Landlord on the date Tenant delivers its Termination Notice a termination fee equal to the aggregate sum of (iia) concurrent with One Hundred Forty‑Six Thousand Eight Hundred Thirty Dollars and Sixty‑Eight Cents ($146,830.68) plus (b) “Unamortized Costs” consisting of the remaining balance of unamortized tenant improvement and leasing commission costs amortized at a rate of 6.0% per annum (collectively the “Termination Fee”). Within thirty (30) days after final completion of Landlord’s Work in the Premises, Landlord shall deliver to Tenant a schedule of the Unamortized Costs applicable to the remainder of the Extension Term. Tenant’s delivery to Landlord payment of the Termination Notice delivers, Fee when and as required under this ¶ 5.1 is an early express condition precedent to Tenant’s effective exercise of its termination payment in the amount of $750,000 (which amount shall be increased by an additional $750,000 option hereunder; and if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b), the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, 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. In the event that 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 deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects fails to exercise its Right early termination right when and as provided hereunder, including timely payment of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Noticethe Termination Fee, then Tenant Tenant’s exercise of its early termination right shall be deemed to have waived its Termination Right void and of no effect, and the provisions Lease shall remain in effect as if Tenant had not attempted the exercise of its early termination right. Time is of the essence of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space¶ 5.1.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this Lease (“Termination Right”) with respect to the entire Premises only as of expiration on the last day of the 60th month after the Rent Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (ia) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 9 months in advance of the Early Termination Date, and (iib) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversto Landlord, an early termination payment in equal to (i) the Base Rent that would have been payable for the 6 month period immediately following the Early Termination Date, plus (ii) the unamortized amount of $750,000 the Excess TI Costs Allowance with interest as provided in Section 4(b) (which amount shall be increased by an additional $750,000 if Tenant leases the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination RightRight and delivers the Early Termination Payment, 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 after the Early Termination Date 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. In the event that If Tenant (i) exercises its Right of First Refusal pursuant to Section 39(a), or (ii) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraph, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.

Early Termination Right. Tenant shall have the right, subject to the provisions of this Section 41, to terminate this the Lease (“"Termination Right”") with respect to the entire Premises only as of expiration of the 60th month date that is 36 months after the Rent Commencement Date (“"Early Termination Date”"), so long as Tenant delivers to Landlord (i) a written notice (“"Termination Notice”"), of its election to exercise of its Termination Right no less than 9 on or before the date that is 6 months in advance of prior to the Early Termination Date, and (ii) concurrent with Tenant’s delivery to Landlord of the Termination Notice deliversNotice, an early termination payment in deliver to Landlord the sum of (1) the unamortized amount of $750,000 the costs incurred by Landlord in connection with Landlord’s Work, and (which amount shall be increased 2) all of the unamortized leasing commissions paid by an additional $750,000 if Tenant leases Landlord in connection with Tenant’s lease of the Expansion Space pursuant to its Direct Expansion Right under Section 39(b)Premises (collectively, the “Early Termination Payment”). If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this the Lease on or before the Early Termination Date and Tenant shall have no further obligations under this the Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this the Lease, survive the expiration or early termination of this the Lease. In the event that Tenant either (x) does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time period provided in this paragraphSection 41, or (y) if Tenant exercises its Expansion Right pursuant to Section 39, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect. Notwithstanding anything to the contrary contained herein, if 42. Intentionally Omitted. Net Multi-Tenant elects to exercise its Right of First Refusal pursuant to Section 39(a) by delivering a Space Acceptance Notice, then Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 41 shall have no further force or effect except that Tenant may exercise its Termination Right with respect to the original Premises as provided for in this Section 41 if the following conditions have been satisfied: (x) Tenant makes no materially detrimental changes, as reasonably determined by Landlord, to the Tenant Improvements contemplated pursuant to the plan attached hereto as Exhibit J, and (y) Tenant unconditionally agrees to extend the Base Term of the lease with respect to the Expansion Space, if necessary, so that it is not less than a full 60 months from the date that Tenant commenced paying Base Rent for the Expansion Space.Laboratory 801 Capitola/Heat Biologics - Page 31