Common use of Expansion Option Clause in Contracts

Expansion Option. Provided no Tenant's Default has occurred and is continuing, if rentable space on Floors 7-9 of the Building (collectively, the "Adjacent Space") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'). When all or any portion of the Adjacent Space first becomes available as set forth above, Landlord shall, prior to making the Adjacent Space available to other third parties, deliver written notice of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Notice, Tenant shall have the first opportunity to lease the Adjacent Space upon the terms and conditions set forth below, by delivering to Landlord within said fifteen (15) day period written notice ("Election Notice") of its election to exercise its Right of First Offer. If Tenant fails or elects not to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action of the panics, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for the Building, which amendment shall incorporate the Adjacent Space Into the Premises upon the terms and conditions hereinafter set forth. If Tenant fails to execute and deliver such amendment within said fifteen (15) day period, the Right of First Offer shall automatically terminate without further action of the parties, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are then in effect under this Lease, for the remaining term as set forth in this Lease and at the rate of Basic Annual Rent in effect, except that:

Expansion Option. Provided no Tenant's Default has occurred and is continuing, if rentable space on Floors 7-9 Lessee shall have a right at anytime during the term of the Building (collectively, the "Adjacent Space") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available Lease to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'). When all or expand into any portion of the Adjacent Space first becomes available as set forth above, Landlord shall, prior building lying adjacent to making the Adjacent Space available Premises which is not then occupied and not subject to other third parties, deliver written notice any lease or active lease proposal then being negotiated by Lessor and a prospective tenant (“Expansion Space”). Lessee’s lease of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Notice, Tenant shall have the first opportunity to lease the Adjacent Space upon the terms and conditions set forth below, by delivering to Landlord within said fifteen (15) day period written notice ("Election Notice") of its election to exercise its Right of First Offer. If Tenant fails or elects not to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action of the panics, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for the Building, which amendment shall incorporate the Adjacent Space Into the Premises upon the terms and conditions hereinafter set forth. If Tenant fails to execute and deliver such amendment within said fifteen (15) day period, the Right of First Offer shall automatically terminate without further action of the parties, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Expansion Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are Lessee’s lease of the original Premises hereunder, except that Lessee shall take such Expansion Space and it’s then in effect under this Lease“as is” condition without any obligation on part of Lessor to make improvements thereto. In the event Lessee so desires to take any such Expansion Space, Lessee shall provide Lessor thirty (30) days prior written notice of its election to take such Expansion Space. Accordingly, the rent commencement for such Expansion Space shall be that date which thirty (30) days is following the remaining term as set forth in date of Lessee’s notice to Lessor of its election to take such Expansion Space. Upon Lessee’s election to so take such Expansion Space, Lessor and Lessee shall enter into an amendment to this Lease acknowledging the incorporation of the subject Expansion Space into the Premises. Following such time as Lessor and at Lessee enter into such amendment acknowledging the rate incorporation of Basic Annual Rent in effectthe Expansion Space into the Premises, except that:Lessor shall make the Expansion Space available to Lessee for its build out of such Expansion Space. Lessee’s lease of the Expansion Space shall be coterminous with the lease of the original Premises.

Expansion Option. Provided no Tenant's Default has occurred Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Sublessor is not occupying or which Sublessor intends to vacate, and is continuing, if rentable said notice shall specify the period of time that Sublessor intends to keep such space on Floors 7-9 of the Building vacant (collectively, the "Adjacent SpaceVacancy Period") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'). When Following receipt of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or any a portion of the Adjacent Space first becomes available unoccupied Leased Premises, or the space to be so vacated by Sublessor, as set forth above, Landlord shall, prior to making the Adjacent Space available to other third parties, deliver written notice of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Notice, Tenant shall have the first opportunity to lease the Adjacent Space upon the terms and conditions set forth belowcase may be, by delivering to Landlord within said fifteen (15) day period written notice (the "Election Expansion Notice") of its election to exercise its Right of First Offer. If Tenant fails or elects not Sublessor at least 30 ---------------- days prior to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action expiration of the panicsVacancy Period. In the Expansion Notice, and Landlord Sublessee shall thereafter be free specify which additional portion or portions of the Leased Premises (the "Additional Subleased Premises") it desires to lease occupy as part of ----------------------------- the Adjacent Space Subleased Premises. Sublessor shall sublease to any third party upon such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for Sublessee the Building, which amendment shall incorporate the Adjacent Space Into the Additional Subleased Premises upon the terms and conditions hereinafter set forth. If Tenant fails of this Sublease, and Sublessee shall be liable for all costs, expenses and obligations of every kind relating to execute and deliver such amendment within said fifteen (15) day period, the Right of First Offer shall automatically terminate without further action Additional Subleased Premises that Sublessor is required to pay to Comerica arising out of the parties, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are then in effect under this Lease, for the remaining term as set forth in this Lease and at relating to the rate of Basic Annual Rent in effect, except that:Additional Subleased Premises on and after the date that Sublessee occupies the Additional Subleased Premises.

Expansion Option. Provided no Tenant's Default has occurred and is continuing, if rentable space on Floors 7-9 Sublessee shall be permitted to accelerate the Commencement Date as to each Phase of the Building (collectivelySubleased Premises at the then current Base Rent under this Sublease in affect at such time, provided that such Phase is not being occupied, subleased, licensed or otherwise used by Sublessor in accordance with this Sublease and Sublessor has no intention to use, license or sublease such Phase prior to the "Adjacent Space") shall become available scheduled Commencement Date for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available to Tenant to lease, upon the terms and conditions hereinafter such Phase set forth ("Right in Paragraph 3.A above. If a Commencement Date as to a Phase is accelerated in accordance with the foregoing, Sublessor shall be permitted to require Sublessee to enter into an amendment of First Offer')this Sublease to amend the Base Rent schedule in Paragraph 4.A and other applicable provisions of this Sublease herein to reflect such acceleration. When If, during the Term, Sublessor elects to sublease to an unaffiliated third-party all or any portion of the Adjacent Phase III Premises or Phase IV Premises (the “ROFR Space”), Sublessee shall have the right of first refusal to accelerate the Commencement Date of this Sublease as to such ROFR Space first becomes available as set forth abovein accordance with the terms of this Paragraph. On a receipt of any bona fide third party offer with respect to the ROFR Space that Sublessor intends to accept (the “Third Party Offer”), Landlord shall, prior Sublessor shall deliver to making Sublessee notice that Sublessor intends to accept such offer (the Adjacent Space available “Offer Notice”). Sublessee shall have seven (7) business days after Sublessor’s delivery of the Offer Notice to other third parties, deliver written notice to Sublessor of Sublessee’s election to accelerate the Commencement Date as to such availability ROFR Space identified in the Offer Notice to Tenant ("Landlord's Notice")the commencement date specified in the Third Party Offer. For Failure by Sublessee to timely deliver a period of fifteen (15) days following Tenants receipt of Landlord's Noticenotice to Sublessor shall constitute a refusal. Upon such refusal, Tenant Sublessee shall have be free to sublease the first opportunity ROFR Space described in the Third Party Offer to lease the Adjacent Space upon party making the Third Party Offer or any other party on any terms and conditions set forth belowthat Sublessor elects and thereafter Sublessee shall have no further right of first refusal with respect to such ROFR Space; provided, by delivering however, such refusal shall not affect Sublessee’s right and obligation to Landlord within said fifteen (15) day period written notice ("Election Notice") of its election to exercise its Right of First Offer. If Tenant fails or elects not to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. add the Right of First Offer shall automatically terminate without further action of the panics, and Landlord shall thereafter be free to lease the Adjacent ROFR Space to any third party upon the Subleased Premises on the applicable Commencement Date for such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for the Building, which amendment shall incorporate the Adjacent Space Into the Premises upon the terms and conditions hereinafter set forth. If Tenant fails to execute and deliver such amendment within said fifteen (15) day period, the Right of First Offer shall automatically terminate without further action of the parties, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are then in effect under this Lease, for the remaining term as set forth in this Lease and at the rate of Basic Annual Rent in effect, except that:Phase.

Expansion Option. Provided no Tenant's Default has occurred (a) Subject to the provisions of this Section 26, Subtenant shall have the continuous and is continuing, if rentable space ongoing right of first option to lease Available Additional Space (defined herein) on Floors 7-9 of the Building (collectively, the "Adjacent Space") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'the “Expansion Option”). When If at any time or times during the Sublease Term Sublessor desires to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Adjacent Sublet Premises and (iv) there remains, as of the Expansion Space first becomes available as set forth aboveSublease Commencement Date, Landlord shallat least one (1) year in the Sublease Term, then, prior to making the Adjacent Space available to other third partiesentering into a letter of intent with a prospective subtenant, deliver Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be determined in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Notice, Tenant shall have the first opportunity to lease the Adjacent Space upon the terms and conditions set forth below, by delivering to Landlord within said fifteen (15) day period written notice ("Election Notice") of its election to exercise its Right of First Offer. If Tenant fails or elects not to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action of the panics, and Landlord shall thereafter be free to lease the Adjacent Available Additional Space to any third party upon such terms and conditions as Landlord desiresSubtenant. If Tenant timely and properly exercises its Right Space on the sixth (6th) floor of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for the Building, which amendment Sublessor is currently marketing for sublease, shall incorporate not be considered “Available Additional Space” until after the Adjacent Space Into initial subleasing of the Premises upon the terms and conditions hereinafter set forthsixth (6th) floor. If Tenant fails the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to execute Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and deliver such amendment within said fifteen Additional Subrent (15including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) day periodshall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the Right of First Offer first Sublease Year, then the Annual Base Subrent and Additional Subrent shall automatically terminate without further action be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the partiessublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and Landlord (y) shall thereafter mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be free agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to lease be done by the Adjacent Space to landlord (and that the tenant would not require any third party upon such terms additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d)(E) all other relevant factors. For purposes of this Subparagraph 20(d)Sublease, unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to (i) a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are then in effect under this Lease, for the remaining term as set forth in this Lease and at the rate of Basic Annual Rent in effect, except that:“

Expansion Option. Provided no Tenant's Default has occurred Subject to the rights of the existing tenant thereof and is continuing, if rentable space on Floors 7-9 its successors and assigns (IRI) and to the first refusal rights of a presently existing tenant of the Building and its successors and assigns (collectively, the "Adjacent Space") shall become available for leasing by other than any existing tenant(sMerck), Landlord shall make said Adjacent Space available to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'). When all or any portion of the Adjacent Space first becomes available as set forth above, Landlord shall, prior to making the Adjacent Space available to other third parties, deliver written notice of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Notice, Tenant shall have the first opportunity option to lease add to the Adjacent Space upon Demised Premises the terms and conditions set forth below, by delivering to Landlord within said fifteen (15) day period written notice entire LE portion of Level 1 of the Building ("Election NoticeLE") in accordance with the provisions of its election this Section. At such time as Landlord determines that LE will become available to Tenant, (i.e., IRI and Merck did not exercise its Right of First Offertheir options, and in no event prior to eighteen (18) months before LE becomes available for occupancy by Tenant), Landlord shall so notify Tenant (the "Availability Notice), such notice to include the date upon which LE shall become available (the "Availability Date"), Tenant shall thereafter have thirty-five (35) days within which to notify Landlord whether it desires to add LE to the Demised Premises. If Tenant fails or elects not notifies Landlord within such period that it desires to exercise its Right add LE to the Demised Premises, LE shall become a part of First Offer granted the Demised Premises on the Availability Date. The Base Rent per square foot for LE shall be the same as the Base Rent per square foot for the original Demised Premises pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action Lease, and Tenant's proportionate share of the panicsBuilding shall be appropriately adjusted with respect to its obligations for Additional Rent. LE shall be delivered to Tenant on the Availability Date in its then "AS IS" condition, broom clean, vacant and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms of tenants, occupants and conditions as Landlord desires. If Tenant timely and properly exercises its Right rights of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for the Building, which amendment shall incorporate the Adjacent Space Into the Premises upon the terms and conditions hereinafter set forthpossession. If Tenant fails to execute and deliver such amendment exercise the within said fifteen option within thirty-five (1535) day period, the Right of First Offer shall automatically terminate without further action days after its receipt of the partiesAvailability Notice, and Landlord shall thereafter be free for a period of one year after the Availability Date to enter into a lease the Adjacent Space of LE to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail or to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable"occupy LE itself for its own business purposes. If Adjacent Space is leaseableLandlord has not leased or occupied LE within that period, Tenant its shall be permitted obligated to lease such Adjacent Space as provided reoffer LE to Tenant with another Availability Notice in accordance with the procedure described above. In no event shall this Subparagraph 20(d)option extend to less than the entire LE. For purposes If LE becomes part of this Subparagraph 20(d)the Demised Premises, unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely renewal options under Article 41 shall apply to the expanded Demised Premises, and proper exercise the parties shall enter into an appropriate Amendment to this Lease to reflect the expansion of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are then in effect under this Lease, for the remaining term as set forth in this Lease and at the rate of Basic Annual Rent in effect, except that:Demised Premises.

Expansion Option. Provided no Tenant's Default has occurred Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Sublessor is not occupying or which Sublessor intends to vacate, and is continuing, if rentable said notice shall specify the period of time that Sublessor intends to keep such space on Floors 7-9 of the Building vacant (collectively, the "Adjacent SpaceVacancy Period") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'). When Following receipt of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or any a portion of the Adjacent Space first becomes available unoccupied Leased Premises, or the space to be so vacated by Sublessor, as set forth above, Landlord shall, prior to making the Adjacent Space available to other third parties, deliver written notice of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Notice, Tenant shall have the first opportunity to lease the Adjacent Space upon the terms and conditions set forth belowcase may be, by delivering to Landlord within said fifteen (15) day period written notice (the "Election Expansion Notice") of its election to exercise its Right of First Offer. If Tenant fails or elects not Sublessor at least 30 ---------------- days prior to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action expiration of the panicsVacancy Period. In the Expansion Notice, and Landlord Sublessee shall thereafter be free specify which additional portion or portions of the Leased Premises (the "Additional Subleased Premises") it desires to lease occupy as part of ----------------------------- the Adjacent Space Subleased Premises. Sublessor shall sublease to any third party upon such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for Sublessee the Building, which amendment shall incorporate the Adjacent Space Into the Additional Subleased Premises upon the terms and conditions hereinafter set forth. If Tenant fails of this Sublease, and Sublessee shall be liable for all costs, expenses and obligations of every kind relating to execute and deliver such amendment within said fifteen (15) day period, the Right of First Offer shall automatically terminate without further action Additional Subleased Premises that Sublessor is required to pay to EPL arising out of the parties, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as are then in effect under this Lease, for the remaining term as set forth in this Lease and at relating to the rate of Basic Annual Rent in effect, except that:Additional Subleased Premises on and after the date that Sublessee occupies the Additional Subleased Premises.

Expansion Option. Provided no Tenant's Default has occurred this Sublease is in full force and is continuing, if rentable space on Floors 7-9 of the Building (collectively, the "Adjacent Space") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available effect and subject to Tenant to lease, upon the terms and conditions hereinafter set forth ("Right of First Offer'). When all or any portion of the Adjacent Space first becomes available as set forth abovehereof, Landlord shall, prior to making the Adjacent Space available to other third parties, deliver written notice of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Notice, Tenant Subtenant shall have the first opportunity ongoing option (the “Expansion Option”) to lease expand into that certain space in the Adjacent Space 12790 Building known as Suite 100 and shown on Exhibit F attached hereto (“Expansion Space”) upon the terms and conditions set forth below, by delivering to Landlord within said fifteen (15) day period written notice ("Election Notice") all of its election to exercise its Right of First Offer. If Tenant fails or elects not to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action of the panics, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove provided, Tenant shall, within fifteen (15) days after receipt from Landlord, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for the Building, which amendment shall incorporate the Adjacent Space Into the Premises upon the terms and conditions hereinafter set forth. If Tenant fails to execute and deliver such amendment within said fifteen (15) day period, the Right of First Offer shall automatically terminate without further action of the parties, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon the same terms and conditions as the Subleased Premises. In the event Subtenant wishes to exercise the Expansion Option, Subtenant shall provide Sublandlord with written notice of Subtenant’s desire to exercise of the Expansion Option (the “Expansion Notice”), and, provided the Expansion Option Conditions (defined below) are satisfied and Prime Landlord has provided its written consent, the Subleased Premises shall be expanded to include the Expansion Space, subject to the following: (1) the Base Rent payable for and other economic terms applicable to the Expansion Space shall be at the same Base Rent rate and upon the same economic terms (prorated as of the commencement date for such Expansion Space) then in effect under this Lease, for the remaining term Subleased Premises as set forth in this Lease of the commencement date for such Expansion Space and shall escalate at the same time and at the same rate as the Base Rent for the Subleased Premises; (2) Subtenant shall accept the Expansion Space vacant and broom clean, but otherwise in its “as is” condition; (3) the sublease term applicable to Expansion Space shall be coterminous with the Term for the Subleased Premises and (4) Base Rent for Expansion Space shall be subject to abatement on the same terms and conditions as provided in Section 6(d) below; provided that the length of Basic Annual Rent in effectthe Abatement Period shall be prorated as of the commencement date for the Expansion Space based on the length of the Sublease Term as to the Expansion Space (e.g., except that:if the Term of the Sublease as to the Expansion Premises is 60% of the original Term of this Sublease, then the Abatement Period for the Expansion Space shall be 4.2 months (60% of 7 months))and (5) provided Prime Landlord has provided its written consent, upon Subtenant’s exercise of the Expansion Option pursuant to this section, the parties shall execute an amendment to this Sublease reflecting the terms set forth herein. For purposes of this Sublease, the term “Expansion Option Conditions” shall mean: i) no Event of Default has occurred and is then continuing at the time Subtenant delivers the Expansion Notice; (ii) Subtenant has not assigned the Sublease nor subleased all or a part of the Sublease Premises (other than to a Permitted Transferee); (iii) Sublandlord did not deliver a ROFR Notice to Subtenant for which Subtenant did not provide an Acceptance Notice.

Expansion Option. Provided no Tenant's Default has occurred and Tenant acknowledges that the Fountainhead Park One office building ("FPO") is continuing, if rentable space on Floors 7-9 leased in its entirety to United Services Automobile Association ("USAA"). Upon expiration of the Building (collectively, the "Adjacent Space") shall become available for leasing by other than any existing tenant(s), Landlord shall make said Adjacent Space available to Tenant to lease, USAA lease or upon the terms and conditions hereinafter set forth ("Right earlier termination of First Offer'). When USAA's lease on all or any portion of the Adjacent Space first becomes available as set forth aboveFPO ("Vacated Space"), Landlord shallshall notify Tenant and provided Tenant is not in Default, prior to making and further provided that FPO and Fountainhead Park Two are owned by the Adjacent Space available to other third parties, deliver written notice of such availability to Tenant ("Landlord's Notice"). For a period of fifteen (15) days following Tenants receipt of Landlord's Noticesame entity, Tenant shall have the first opportunity option to lease the Adjacent Space upon Vacated Space. In the terms and conditions set forth below, by delivering to Landlord within said fifteen (15) day period written notice ("Election Notice") of its election event Tenant wishes to exercise its Right of First Offer. If Tenant fails or elects not to exercise its Right of First Offer granted pursuant to this paragraph with in said fifteen (15) day period. the Right of First Offer shall automatically terminate without further action of the panics, and Landlord shall thereafter be free to lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. If Tenant timely and properly exercises its Right of First Offer as hereinabove providedoption, Tenant shall, shall notify Landlord in writing within fifteen (15) days of receipt from Landlord of notification of the date on which the Vacated Space becomes available. Within ten (10) days after receipt of such notification from LandlordTenant, enter into an amendment of this Lease with Landlord upon Landlord's then current standard lease amendment form for the Building, which amendment shall incorporate the Adjacent Space Into the Premises upon the terms and conditions hereinafter set forth. If Tenant fails to execute and deliver such amendment within said fifteen (15) day period, the Right of First Offer shall automatically terminate without further action of the parties, and Landlord shall thereafter be free to provide Tenant with a lease the Adjacent Space to any third party upon such terms and conditions as Landlord desires. Notwithstanding the foregoing, should Tenant initially fail to exercise the Right of First Offer, Tenant shall thereafter be permitted to periodically inquire as to whether Adjacent Space is leaseable". If Adjacent Space is leaseable, Tenant shall be permitted to lease such Adjacent Space as provided in this Subparagraph 20(d). For purposes of this Subparagraph 20(d), unleaseable shall mean any Adjacent Space which is then vacant and for which Landlord is not currently negotiating for lease to a third party. Upon Tenant's timely and proper exercise of the Right of First Offer, the Adjacent Space shall be incorporated into the Premises and shall be leased to Tenant upon agreement incorporating the same terms and conditions as are then those in effect under this Lease, with the following exceptions: (a) the Base Rent for the Vacated Space shall be the then current market rent, but not less than the remaining Base Rent scheduled on this Lease increased by the cumulative increase (if any ) in the Consumer Price Index for All Urban Consumers (CPI-U) published by the Bureau of Labor Statistics of the United States Department of Labor (1982-84 = 100) from Tenant's Commencement Date to the time Tenant exercises the option; (b) the allowance for Tenant improvements to the vacated space shall be $5.00 per rentable square foot; (c) the term of such lease shall be coterminous with the Term of this Lease, but in no event shall the term of such lease be less than five (5) years and in the event the remaining Term of this Lease is less than five (5) years, the Term of this Lease shall be extended to provide for the remaining term Term to be not less than five (5) years. During such extended period, if any, Base Rent shall be calculated as set forth in this Lease (a) above; (d) the provisions of such lease shall, in each instance where referenced therein, refer to the FPO; and at (e) there will be no Additional Funding provided by Landlord in connection with such lease. This Expansion Option is personal to Tenant and Tenant shall not have the rate right to assign its expansion rights to any assignee or sublessee of Basic Annual Rent in effectthe Leased Premises, except that:to any Affiliate of Tenant, as defined in the Lease.