Common use of Expansion of Premises Clause in Contracts

Expansion of Premises. Tenant shall have the option (the “Expansion Option”) to construct an addition to the Building and/or expand the parking areas serving the Building (the “Expansion Space”), which expansion shall be constructed pursuant to the terms of this Article. Any Expansion Space added to the Building pursuant to this Article shall be subject to the terms and provisions of this Lease. In addition, Landlord expressly agrees that there will be no adjustment to the Annual Rent payable hereunder (during not only the Term, but also during and any and all extension(s) of the Term) should such Expansion Space be constructed by Tenant, it being agreed that, since Tenant will, if at all, be constructing the Expansion Space at its sole cost and expense, no Annual Rent will be charged for the Expansion Space. The Expansion Option may be exercised by Tenant’s notifying Landlord in writing of such exercise (the date of such notice is hereinafter referred to as the “Expansion Exercise Date”), which Expansion Notice shall be accompanied by conceptual and preliminary design plans showing the general layout and uses for the Expansion Space and general specifications. Tenant shall prepare and furnish to Landlord within sixty (60) days after the Expansion Exercise Date complete architectural drawings and specifications (hereinafter called the “Expansion Plans”). The Expansion Plans shall be prepared by a licensed architect retained by Tenant, which architect shall be subject to the reasonable approval of Landlord. Landlord agrees to review the Expansion Plans and in each case to approve same or state what changes, if any, Landlord requires therein within thirty (30) days after receipt thereof. If Landlord requires any changes, Tenant shall cause the Expansion Plans to be revised in accordance with any reasonable requirements of Landlord and to resubmit same to Landlord for Landlord’s review within fifteen (15) days after receipt of Landlord’s changes. In addition, Landlord may review said Expansion Plans and request changes therein during the course of preparation thereof by said architect and Tenant shall cause said architect to revise the Expansion Plans accordingly. The revisions and resubmissions shall continue until Landlord shall have approved the Expansion Plans (said approved Expansion Plans being hereinafter called the “Approved Plans”). Landlord’s approval of the Expansion Plans shall not constitute an opinion or agreement by Landlord that the proposed improvements are structurally sufficient or that the Approved Plans are in compliance with Legal Requirements (it being agreed that such compliance is solely Tenant’s responsibility). Tenant shall provide Landlord with two (2) sets of the Approved Plans and Landlord and Tenant shall execute counterparts thereof. The Approved Plans shall be final and shall not be changed by Tenant without the prior consent of Landlord. Tenant agrees to use diligent (commercially reasonable) efforts to obtain all necessary permits for development and construction of the Expansion Space, or so much thereof as the law and local rules and regulations shall allow, although the parties acknowledge that the laws and development environment at the time of the permitting for the Expansion Space may be more restrictive than at present. Landlord agrees to reasonably cooperate with Tenant regarding Tenant’s efforts to obtain permits, licenses and approvals pertaining to the Expansion Space. Tenant shall not be required to remove, alter, or demolish the Expansion Space at the expiration or earlier termination of this Lease except as to leave the Expansion Space in the same condition as is required for the Premises itself including, but not limited to, the requirements set forth in Section 6.3 and Article 26 of this Lease. Notwithstanding anything to the contrary contained in this Article 5, if Tenant expands the Premises as set forth herein and, as a direct result of the addition of such Expansion Space, Landlord’s rent under the Ground Lease increases, then Tenant shall be responsible for reimbursing Landlord for such increase (but solely to the extent the increase is directly attributable to the Expansion Space).

Expansion of Premises. Tenant Effective upon the earliest to occur of: (i) the date that the Expansion Improvements (as defined in Section 6 below) are substantially completed, or (ii) the date that the Expansion Improvements would have been substantially completed except for Tenant-caused delays, or (iii) the date that Tenant, or any person occupying any of the Expansion Premises with Tenant’s permission, commences business operations from the Expansion Premises (such earliest date being the “Expansion Date” and estimated to be August 1, 2018), the Premises shall have be expanded to include that certain Suite 1500, which contains approximately 2,616 rentable square feet on the option Fifteenth Floor of the Building, as further depicted on Exhibit A attached hereto (the “Expansion Option”) to construct an addition to the Building and/or expand the parking areas serving the Building (the “Expansion SpacePremises”), for a Term that is coterminous with the Lease Term (which expansion is currently scheduled to expire on November 30, 2022) and which Expansion Premises shall be constructed pursuant to the terms of this Article. Any Expansion Space added to the Building pursuant to this Article shall be leased by Tenant upon and subject to all of the existing terms and provisions of this the Lease, except as otherwise amended herein. In additionAs of the Expansion Date, all references in the Lease to the “Premises” shall refer to both the Existing Premises and the Expansion Premises and shall be stipulated to contain a total of 7,863 rentable square feet. Upon the Expansion Date, Landlord expressly agrees that there will be no adjustment to the Annual Rent payable hereunder (during not only the Term, but also during and any and all extension(s) of the Term) should such Expansion Space be constructed by Tenant, it being agreed that, since Tenant will, if at all, be constructing the Expansion Space at its sole cost and expense, no Annual Rent will be charged for the Expansion Space. The Expansion Option may be exercised by Tenant’s notifying Landlord in writing of such exercise (the date of such notice is hereinafter referred to as the “Expansion Exercise Date”), which Expansion Notice shall be accompanied by conceptual and preliminary design plans showing the general layout and uses for the Expansion Space and general specifications. Tenant shall prepare and furnish deliver to Tenant, an expansion commencement certificate which Tenant shall acknowledge by executing a copy and returning it to Landlord. If Tenant fails to sign and return the expansion commencement certificate or provide to Landlord detailed comments thereto reasonably questioning the date set forth by Landlord within sixty ten (6010) days after of its receipt from Landlord, the expansion commencement certificate as sent by Landlord shall be deemed to have correctly set forth the Expansion Exercise Date complete architectural drawings and specifications (hereinafter called the “Expansion Plans”)other matters addressed in the expansion commencement certificate. The Expansion Plans Failure of Landlord to send the expansion commencement certificate shall be prepared by a licensed architect retained by Tenant, which architect shall be subject to the reasonable approval of Landlord. Landlord agrees to review have no effect on the Expansion Plans and in each case to approve same or state what changes, if any, Landlord requires therein within thirty (30) days after receipt thereof. If Landlord requires any changes, Tenant shall cause the Expansion Plans to be revised in accordance with any reasonable requirements of Landlord and to resubmit same to Landlord for Landlord’s review within fifteen (15) days after receipt of Landlord’s changes. In addition, Landlord may review said Expansion Plans and request changes therein during the course of preparation thereof by said architect and Tenant shall cause said architect to revise the Expansion Plans accordingly. The revisions and resubmissions shall continue until Landlord shall have approved the Expansion Plans (said approved Expansion Plans being hereinafter called the “Approved Plans”). Landlord’s approval of the Expansion Plans shall not constitute an opinion or agreement by Landlord that the proposed improvements are structurally sufficient or that the Approved Plans are in compliance with Legal Requirements (it being agreed that such compliance is solely Tenant’s responsibility). Tenant shall provide Landlord with two (2) sets of the Approved Plans and Landlord and Tenant shall execute counterparts thereof. The Approved Plans shall be final and shall not be changed by Tenant without the prior consent of Landlord. Tenant agrees to use diligent (commercially reasonable) efforts to obtain all necessary permits for development and construction of the Expansion Space, or so much thereof as the law and local rules and regulations shall allow, although the parties acknowledge that the laws and development environment at the time of the permitting for the Expansion Space may be more restrictive than at present. Landlord agrees to reasonably cooperate with Tenant regarding Tenant’s efforts to obtain permits, licenses and approvals pertaining to the Expansion Space. Tenant shall not be required to remove, alter, or demolish the Expansion Space at the expiration or earlier termination of this Lease except as to leave the Expansion Space in the same condition as is required for the Premises itself including, but not limited to, the requirements set forth in Section 6.3 and Article 26 of this Lease. Notwithstanding anything to the contrary contained in this Article 5, if Tenant expands the Premises as set forth herein and, as a direct result of the addition of such Expansion Space, Landlord’s rent under the Ground Lease increases, then Tenant shall be responsible for reimbursing Landlord for such increase (but solely to the extent the increase is directly attributable to the Expansion Space)Date.

Expansion of Premises. Landlord and Tenant shall have acknowledge and agree that it is the option (intention of the “Expansion Option”) parties hereto to construct an addition add 8,766 rentable square feet to the Building and/or expand Premises (Suite 225 containing 4,345 rentable square feet on the parking areas serving 2nd floor of the Building (and Suite 550 containing 4,421 rentable square feet on the “Expansion Space”), which expansion shall be constructed pursuant to the terms of this Article. Any Expansion Space added to the Building pursuant to this Article shall be subject to the terms and provisions of this Lease. In addition, Landlord expressly agrees that there will be no adjustment to the Annual Rent payable hereunder (during not only the Term, but also during and any and all extension(s) 5th floor of the TermBuilding) should such Expansion Space be constructed by Tenant, it being agreed that, since Tenant will, if at all, be constructing as described or shown on the Expansion Space at its sole cost floor plans attached hereto as Exhibit A-2 and expense, no Annual Rent will be charged for the Expansion Space. The Expansion Option may be exercised by Tenant’s notifying Landlord in writing of such exercise made a part hereof (the date of such notice is hereinafter herein collectively referred to as the “"Expansion Exercise Date”Area"), which Expansion Notice shall be accompanied by conceptual and preliminary design plans showing effective as of October 1, 1998 (the general layout and uses for the Expansion Space and general specifications. Tenant shall prepare and furnish to Landlord within sixty (60) days after the Expansion Exercise Date complete architectural drawings and specifications (hereinafter called the “Expansion Plans”"Effective Date"). The Expansion Plans shall be prepared by a licensed architect retained by term of Tenant, which architect shall be subject to the reasonable approval 's leasing of Landlord. Landlord agrees to review the Expansion Plans and in each case to approve same or state what changes, if any, Landlord requires therein within thirty (30) days after receipt thereof. If Landlord requires any changes, Tenant shall cause the Expansion Plans to be revised in accordance with any reasonable requirements of Landlord and to resubmit same to Landlord for Landlord’s review within fifteen (15) days after receipt of Landlord’s changes. In addition, Landlord may review said Expansion Plans and request changes therein during the course of preparation thereof by said architect and Tenant shall cause said architect to revise the Expansion Plans accordingly. The revisions and resubmissions Area shall continue until Landlord shall have approved the Expansion Plans (said approved Expansion Plans being hereinafter called the “Approved Plans”). Landlord’s approval of the Expansion Plans shall not constitute an opinion or agreement by Landlord that the proposed improvements are structurally sufficient or that the Approved Plans are in compliance with Legal Requirements (it being agreed that such compliance is solely Tenant’s responsibility). Tenant shall provide Landlord with two (2) sets of the Approved Plans and Landlord and Tenant shall execute counterparts thereof. The Approved Plans shall be final and shall not be changed by Tenant without the prior consent of Landlord. Tenant agrees to use diligent (commercially reasonable) efforts to obtain all necessary permits for development and construction of the Expansion Space, or so much thereof as the law and local rules and regulations shall allow, although the parties acknowledge that the laws and development environment at the time of the permitting for the Expansion Space may be more restrictive than at present. Landlord agrees to reasonably cooperate with Tenant regarding Tenant’s efforts to obtain permits, licenses and approvals pertaining to the Expansion Space. Tenant shall not be required to remove, alter, or demolish the Expansion Space at the expiration or earlier termination of this the term of the Lease. From and after the Effective Date, the Expansion Area shall for all purposes be treated as a part of the Premises under the Lease, and all terms, conditions, covenants, warranties, agreements and provisions of the Lease shall continue in full force and effect and shall apply to the Expansion Area except as expressly set forth herein to leave the contrary. Effective as of the Effective Date, Landlord has leased and rented, by these presents leases and rents unto Tenant, and Tenant hereby leases and takes from Landlord, the Expansion Space in Area. Tenant hereby leases the Expansion Area on the same condition terms and conditions as is required for the original Premises itself including, but not limited to, the requirements except as otherwise set forth in Section 6.3 and Article 26 herein to the contrary; provided, however, Tenant shall receive no concessions or allowances on account of this Leaseleasing the Expansion Area. Notwithstanding anything to the contrary contained or implied in this Article 5the Lease, if Tenant expands the Premises as set forth herein and, as a direct result agrees that Tenant will accept possession of the addition Expansion Area in an "as is, where is" condition, and that no representations, warranties, or inducements with respect to any condition of such Expansion Spacespace have been made by Landlord, Landlord’s rent under or its designated representatives, to Tenant, or its desi`gnated representatives. In furtherance of the Ground Lease increasesforegoing, then Tenant shall be responsible for reimbursing Landlord for such increase (but solely hereby acknowledges that no promises to the extent the increase is directly attributable to decorate, alter, repair or improve the Expansion Space)Area or any portion thereof, either before or after the execution of this Second Amendment, have been made to Tenant, or its designated representatives, by Landlord, or its designated representatives. Landlord shall not be liable for failure to give possession of the Expansion Area or any part thereof on the Effective Date by reason of the retention of possession or unlawful holding over of any previous tenant, tenants or occupants of same, nor shall such failure impair the validity of this Second Amendment, nor extend the term of the Lease.

Expansion of Premises. Tenant shall have Effective as of the option Second Expansion Date (the “Expansion Option”) to construct an addition to the Building and/or expand the parking areas serving the Building (the “Expansion Space”as hereafter defined), which expansion the approximately 2,447 rentable square foot Second Expansion Space shall be constructed pursuant deemed added to and shall become a portion of the terms Premises demised under the Lease for all purposes of the Lease for the remainder of the Term of this ArticleLease as extended by this Second Amendment. Any Expansion Space added to the Building pursuant to Except as otherwise provided in this Article shall be subject to Second Amendment, all of the terms and provisions of this Lease. In addition, Landlord expressly agrees that there will be no adjustment the Lease shall apply to the Annual Rent payable hereunder (during not only the Term, but also during and any and all extension(s) of the Term) should such Expansion Space be constructed by Tenant, it being agreed that, since Tenant will, if at all, be constructing the Expansion Space at its sole cost and expense, no Annual Rent will be charged for the Second Expansion Space. The Term of this Lease as to the Second Expansion Option may Space shall be exercised by Tenant’s notifying co-terminous with the remainder of the Premises as provided in paragraph 2(a) of this Second Amendment. As used in this Second Amendment, the term “Second Expansion Date” shall mean (i) that date which is the last to occur of May 1, 2005 or (ii) the date which is thirty (30) days immediately following the Delivery Date (as said term is hereafter defined). As used herein, the term “Delivery Date” shall mean that date on which Landlord in writing shall deliver possession and control of such exercise the Second Expansion Space to Tenant free and clear of all claims and rights of possession of the third party (the date “Existing Tenant”) which is presently in possession and control of such notice is hereinafter referred the Second Expansion Space. Landlord anticipates that the Delivery Date shall occur on or about May 1, 2005 subject to as the “Existing Tenant timely vacating the Second Expansion Exercise Date”), which Expansion Notice shall be accompanied by conceptual and preliminary design plans showing the general layout and uses for the Expansion Space and general specificationsSpace. Tenant shall prepare and furnish to Landlord within sixty Within ten (6010) days after the written request of either party, Landlord and Tenant shall execute and deliver a written memorandum confirming the Delivery Date and the Second Expansion Exercise Date complete architectural drawings Date. From and specifications after the Delivery Date, Tenant and its employees and contractors shall be permitted to enter the Premises solely for the limited purpose of performing Tenant’s Work (hereinafter called the “Expansion Plans”as hereafter defined). The Expansion Plans shall be prepared by a licensed architect retained by Tenant, which architect shall be subject Notwithstanding the foregoing to the reasonable approval contrary, in the event Tenant shall use or occupy the Second Expansion Space for the conduct of Landlord. Landlord agrees its business prior to review the Expansion Plans and in each case to approve same or state what changes, if any, Landlord requires therein within date which is thirty (30) days after receipt thereofthe Delivery Date, such date of use shall be deemed the Second Expansion Date for all purposes of this Second Amendment. If Landlord requires any changes, Tenant shall cause the Expansion Plans to be revised in accordance with any reasonable requirements of Landlord and to resubmit same to Landlord for Landlord’s review within fifteen (15) days after receipt of Landlord’s changes. In addition, Landlord may review said Expansion Plans and request changes therein during the course of preparation thereof by said architect and Tenant shall cause said architect to revise the Expansion Plans accordingly. The revisions and resubmissions shall continue until Landlord shall have approved the Expansion Plans (said approved Expansion Plans being hereinafter called the “Approved Plans”). Landlord’s approval Effective as of the Second Expansion Plans shall not constitute an opinion or agreement by Landlord that Date, the proposed improvements are structurally sufficient or that the Approved Plans are in compliance with Legal Requirements (it being agreed that such compliance is solely Tenant’s responsibility). Tenant shall provide Landlord with two (2) sets of the Approved Plans and Landlord and Tenant shall execute counterparts thereof. The Approved Plans Lease shall be final and shall not be changed by Tenant without the prior consent of Landlord. Tenant agrees to use diligent (commercially reasonable) efforts to obtain all necessary permits for development and construction of the Expansion Space, or so much thereof as the law and local rules and regulations shall allow, although the parties acknowledge that the laws and development environment at the time of the permitting for the Expansion Space may be more restrictive than at present. Landlord agrees to reasonably cooperate with Tenant regarding Tenant’s efforts to obtain permits, licenses and approvals pertaining to the Expansion Space. Tenant shall not be required to remove, alter, or demolish the Expansion Space at the expiration or earlier termination of this Lease except as to leave the Expansion Space deemed amended in the same condition as is required for the Premises itself including, but not limited to, the requirements set forth in Section 6.3 and Article 26 of this Lease. Notwithstanding anything to the contrary contained in this Article 5, if Tenant expands the Premises as set forth herein and, as a direct result of the addition of such Expansion Space, Landlord’s rent under the Ground Lease increases, then Tenant shall be responsible for reimbursing Landlord for such increase (but solely to the extent the increase is directly attributable to the Expansion Space).following respects:

Expansion of Premises. 43.01 Tenant shall have is hereby granted the option (the “"Expansion Option”") to cause Landlord to construct or cause to be constructed an addition to expansion of the Building and/or expand building in which the parking areas serving the Building (the “Expansion Space”), Premises are located which expansion shall be constructed pursuant to include approximately one hundred forty-five thousand (145,000) square feet of warehouse space located on the terms of this Article. Any Expansion Space added to the Building pursuant to this Article shall be subject to the terms and provisions of this Lease. In addition, Landlord expressly agrees that there will be no adjustment to the Annual Rent payable hereunder (during not only the Term, but also during and any and all extension(s) South portion of the Term) should such real property included in the Project as shown on Exhibit A- 2 attached hereto as "Future Expansion" (the "Expansion Space be constructed by Tenant, it being agreed that, since Tenant will, if at all, be constructing the Expansion Space at its sole cost and expense, no Annual Rent will be charged for the Expansion SpacePremises"). The Expansion Option may be exercised by Tenant only by delivery of written notice to Landlord or Tenant’s notifying Landlord in writing 's exercise of such exercise its rights under this Article 43. (the date of such notice is hereinafter referred to as the “"Expansion Exercise Date”Notice"), which must be received by Landlord not later than the third (3rd) anniversary of the Lease Commencement Date. If Tenant fails to timely deliver such Expansion Notice or if the Lease is terminated pursuant to any of its other terms or provisions prior to the third (3rd) anniversary of the Lease Commencement Date, Tenant's rights to exercise the Expansion Option shall lapse and Landlord shall be accompanied by conceptual and preliminary design plans showing free to develop, hold, or sell the general layout and uses for portion of the Project on which the Expansion Space Premises are to be located as Landlord chooses, in Landlord's sole and general specifications. Tenant shall prepare and furnish to Landlord within sixty (60) days after the Expansion Exercise Date complete architectural drawings and specifications (hereinafter called the “Expansion Plans”)absolute discretion. The Expansion Plans Option shall be prepared by a licensed architect retained by Tenant, which architect shall be subject to the reasonable approval of Landlord. Landlord agrees to review the Expansion Plans and in each case to approve same or state what changes, if any, Landlord requires therein within thirty (30) days after receipt thereof. If Landlord requires any changes, Tenant shall cause the Expansion Plans to be revised in accordance with any reasonable requirements of Landlord and to resubmit same to Landlord for Landlord’s review within fifteen (15) days after receipt of Landlord’s changes. In addition, Landlord may review said Expansion Plans and request changes therein during the course of preparation thereof by said architect and Tenant shall cause said architect to revise the Expansion Plans accordingly. The revisions and resubmissions shall continue until Landlord shall have approved the Expansion Plans (said approved Expansion Plans being hereinafter called the “Approved Plans”). Landlord’s approval of the Expansion Plans shall not constitute an opinion or agreement by Landlord that the proposed improvements are structurally sufficient or that the Approved Plans are in compliance with Legal Requirements (it being agreed that such compliance is solely Tenant’s responsibility). Tenant shall provide Landlord with two (2) sets of the Approved Plans and Landlord and Tenant shall execute counterparts thereof. The Approved Plans shall be final and shall not be changed exercisable by Tenant without on the prior consent of Landlord. Tenant agrees to use diligent express conditions that (commercially reasonablei) efforts to obtain all necessary permits for development and construction of the Expansion Space, or so much thereof as the law and local rules and regulations shall allow, although the parties acknowledge that the laws and development environment at the time of the permitting for delivery of the Expansion Space may be more restrictive than at present. Landlord agrees to reasonably cooperate with Tenant regarding Tenant’s efforts to obtain permitsNotice, licenses and approvals pertaining to the Expansion Space. Tenant shall not be required to removein default under this Lease after expiration of the applicable cure period, alter(ii) Tenant has not previously been in default after expiration of the applicable cure period under this Lease on more than three (3) separate occasions during the Lease Term, and (iii) Tenant has not assigned this Lease or demolish sublet all or any part of the Premises, it being understood that the Expansion Space at Option is personal to the expiration or earlier termination of this Lease except as to leave the Expansion Space in the same condition as is required for the Premises itself including, but not limited to, the requirements set forth in Section 6.3 and Article 26 of original named Tenant under this Lease. Notwithstanding anything to In the contrary contained in this Article 5event of any such assignment or sublease, if Tenant expands the Premises as set forth herein and, as a direct result of the addition of such Expansion Space, Landlord’s rent under the Ground Lease increases, then Tenant shall be responsible for reimbursing Landlord for such increase (but solely to the extent the increase is directly attributable to the Expansion Space)Option shall lapse and be null and void and of no further force and effect.