Common use of Expansion Options Clause in Contracts

Expansion Options. Landlord grants to Tenant five (5) options (the ----------------- "Expansion Options") to lease the Expansion Space on the terms and conditions of this Lease, except as set forth below. "Expansion Space" means the unleased space in the Project held for lease by Landlord, portions of which may be leased by Tenant pursuant to the exercise of an Expansion Option as described below. For each Expansion Option that is validly exercised by Tenant, subject to the terms of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of rentable area in the Project. The dates by which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an Expansion Option, Landlord will diligently attempt to deliver vacant possession of the applicable Expansion Space to Tenant on or before the dates set forth below: Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can be exercised only by Tenant delivering unconditional written notice of exercise to Landlord on or before the applicable exercise date set forth above. If for any reason Landlord does not actually receive this unconditional written notice of exercise when required, that Expansion Option will lapse and become null and void. If Tenant fails to validly exercise at least two (2) out of the first three (3) Expansion Options, the fifth (5/th/) Expansion Option will lapse and become null and void. The Expansion Options are granted to and may be exercised by Tenant on the express condition that, at the time of the exercise and at all times before vacant possession of the Expansion Space is delivered to Tenant, Tenant is not in default. TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal to the Tenant originally named in this Lease and may not be exercised by or for anyone else (except by an Acquiring Entity), and if Tenant Transfers any part of this Lease or the Premises (except for Outside Subleases that all together aggregate less than 25% of the rentable area of the Premises when made, or Family Subleases that all together aggregate less than 75% of the rentable area of the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option term, at Landlord's election that Expansion Option and all future Expansion Options will lapse and become null and void.

Expansion Options. Landlord grants to Tenant five (5a) options For the period ending December 31, 2004 (the ----------------- "“Initial Expansion Options") Period”), Tenant shall have the exclusive right to expand into all or a portion of the remainder of the available space within the Building (the “Expansion Space”). If Tenant elects to exercise its option as to less than all of the available space within the Building, the space as to which Tenant may exercise its expansion option must be contiguous to the Leased Premises and the remainder of the available space in the Building as to which Tenant does not exercise its option must, in Landlord’s reasonable judgment, constitute space of a sufficient size and configuration to be reasonably susceptible of being leased to a third party. Tenant shall be entitled to exercise such right to expand the Leased Premises only if Tenant is not in default hereunder at the time such option to expand is exercised as provided below and the expansion shall be effective only if Tenant is not in default hereunder at the commencement date for the lease of the Expansion Space. Tenant shall exercise such right to expand by giving written notice to Landlord at any time prior to the expiration of the Initial Expansion Period, which notice shall include a description of the Expansion Space. If Tenant so timely exercises such expansion option, the lease of the Expansion Space shall be at the same Base Rent per gross square foot and on the same terms and conditions of as set forth in this Lease, except as otherwise expressly provided herein. Notwithstanding anything contained herein, if the commencement date for such Expansion Space is earlier than December 31, 2004, Tenant shall not be required to pay any rent on such Expansion Space until January 1, 2005. (b) After the expiration of the Initial Expansion Period and prior to the expiration of eight (8) years after the Effective Date, Tenant shall have a continuing option to expand into available space within the Building; provided that the space as to which Tenant exercises its expansion option must be such that the remainder of any available space within the Building (or other building where the expansion option has been exercised) as to which Tenant does not exercise its option must be contiguous to the Leased Premises, and the remainder of the available space within the Building as to which Tenant does not exercise its option must constitute, in Landlord’s reasonable judgment, space of a sufficient size and configuration to be reasonably susceptible of being leased to a third party. Tenant shall be entitled to exercise such right to expand the Leased Premises only if Tenant is not in default hereunder at the time such option to expand is exercised as provided below and the expansion shall be effective only if Tenant is not in default hereunder at the commencement date for the lease of such Expansion Space. It is further agreed that Tenant’s right to lease such additional contiguous space shall apply only if such space is not leased at the time Tenant gives Landlord notice of Tenant’s exercise of the right to expand the Leased Premises and only if Landlord has not given Tenant the Lease Proposal Notice as to that space as provided in paragraph 3 below. Tenant shall exercise such right to expand by giving written notice to Landlord at least thirty (30) days prior to the proposed commencement date for the lease of such Expansion Space, which notice shall include a description of the Expansion Space. If Tenant so timely exercises such expansion option, the lease of such Expansion Space shall be at the same Base Rent per gross square foot and on the same terms and conditions as set forth belowin this Lease, except as otherwise expressly provided herein. "Expansion Space" means It is agreed that Tenant’s right to expand the unleased Leased Premises is a continuing right until the expiration of eight (8) years after the Effective Date. Accordingly, it is understood that to the extent Tenant exercises an option to expand the Leased Premises as provided above, Tenant shall continue to have the right to expand the Leased Premises into any available contiguous space within the Building at the time such expansion right is exercised, and in the Project held for lease event any contiguous currently leased space is vacated or otherwise becomes available, including but not limited to, the space currently occupied in the Building by Landlordthe Texas Department of Parks and Wildlife and the Texas Workers Compensation Commission, portions Tenant’s right to expand shall apply to such vacated or otherwise available contiguous space. (c) If Tenant timely exercises a right to expand the Leased Premises under either (a) or (b) above, Landlord and Tenant shall execute an appropriate amendment to this Lease within twenty (20) days after the date of which may be leased by Tenant pursuant Tenant’s notice to Landlord of the exercise of an Expansion Option as described below. For each Expansion Option that is validly exercised by Tenant, subject such expansion right to add the terms of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of rentable area in the Project. The dates by which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an Expansion Option, Landlord will diligently attempt to deliver vacant possession of the applicable Expansion Space to Tenant on or before the dates set forth below: Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 Leased Premises. The Expansion Options can be exercised only by Tenant delivering unconditional written notice of exercise to Landlord on or before commencement date for the applicable exercise date set forth above. If for any reason Landlord does not actually receive this unconditional written notice of exercise when required, that Expansion Option will lapse and become null and void. If Tenant fails to validly exercise at least two (2) out payment of the first three Base Rent for such Expansion Space shall be (3i) sixty (60) days after the date on which such Expansion OptionsSpace is Ready For Occupancy, or (ii) the fifth (5/th/) Expansion Option will lapse and become null and void. The Expansion Options are granted to and may be exercised by date Tenant on the express condition that, at the time of the exercise and at all times before vacant possession occupies any portion of the Expansion Space is delivered to for the conduct of its business activities; provided, in no event shall such commencement date be later than six (6) months after the date of Tenant, Tenant is not in default. TIME IS ABSOLUTELY OF THE ESSENCE’s notice of the exercise of such expansion right. The expiration date for the lease of the Expansion Options are personal Space shall be the Expiration Date as provided in this Lease. Tenant shall complete all improvements required or desired by Tenant for its use of the Expansion Space on and subject to the Tenant originally named principles of construction contained in this the Lease and may not be exercised by or for anyone else (except by an Acquiring Entity)the Work Letter attached hereto as Exhibit D, and if Landlord shall provide a Tenant Transfers any part of this Lease or Improvement Allowance, provided, however, that the Premises (except for Outside Subleases that all together aggregate less than 25% amount of the rentable area per gross square foot Tenant Improvement Allowance shall be equal to $25.00 multiplied by a fraction, (a) the numerator of which is the Premises when madenumber of months from the commencement date for the Expansion Space until the Expiration Date, or Family Subleases and (b) the denominator of which is 120; and the procedure and requirements for draws shall be in accordance with that all together aggregate less than 75% of set forth in the rentable area of Work Letter, as same may be revised for the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option term, at Landlord's election that Expansion Option and all future Expansion Options will lapse and become null and voidSpace.

Expansion Options. Subject to the terms and conditions set forth in this Section 1.2, Landlord grants to Tenant five options to add space (5"Expansion Space") to the Premises as follows: (a) The maximum Expansion Space shall be three floors of the Building, containing approximately 130,665 square feet of Rentable Area, contiguous to the then existing Premises (except as hereinafter provided), to be leased at Tenant's option two options (collectively, the ----------------- "Expansion Options"). The first option ("First Expansion Option") shall be, at Tenant's election, with respect to lease the Expansion Space on the terms and conditions either one floor of this Lease, except as set forth below. "Expansion Space" means the unleased space in the Project held for lease by Landlord, portions of which may be leased by Tenant pursuant to the exercise of an Expansion Option as described below. For each Expansion Option that is validly exercised by Tenant, subject to the terms of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 approximately 43,555 square feet of rentable area Rentable Area or two floors each containing approximately 43,555 square feet of Rentable Area in the ProjectBuilding ("First Expansion Space"). The dates by which Tenant must exercise each second option ("Second Expansion Option are set forth belowOption") shall be with respect to one floor of approximately 43,555 square feet of Rentable Area in the Building ("Second Expansion Space"). If Tenant validly exercises an does not exercise the First Expansion Option, Landlord will diligently attempt the Second Expansion Option Space need not be contiguous to deliver vacant possession the Premises. (b) Tenant shall have the right to exercise its Expansion Options as follows: Tenant shall have the right to exercise the First Expansion Option no later than December 31, 2001. Tenant shall have the right to exercise the Second Expansion Option no later than the last day of the applicable fifty fourth (54th) full month of the Term which, based upon the Scheduled Commencement Date, would be March 31, 2006. If Tenant shall fail to exercise any Expansion Option by the dates provided, it shall be deemed to have waived the right to exercise the Expansion Option in question. Each Expansion Option shall be exercised by Tenant giving written notice to Landlord of its election, and, as to the First Expansion Option, Tenant's determination as to taking one or two floors. (c) Unless accelerated as provided herein, Landlord shall deliver the First Expansion Space to Tenant, and such space shall become a part of the Premises, on the later of January 1, 2003, and the date Landlord delivers the First Expansion Space to Tenant with Landlord's Work Substantially Complete. The First Expansion Space shall be delivered to Tenant in a manner consistent with Section 2.1 as to Landlord's construction obligations set forth in the Construction Rider defined in Section 2.1 ("Landlord's Work"), Substantial Completion and conditions precedent to delivery to Tenant, and with the same, Tenant Improvement Allowance provided to Tenant. Tenant shall provide Final Tenant Improvement Plans to Landlord for the First Expansion Space no later than August 1, 2002. Landlord shall deliver the Second Expansion Space to Tenant on or before the dates first day of the 85th full month of the Term which, based upon the Scheduled Commencement Date, would be October 1, 2008. The Second Expansion Space shall be delivered to Tenant in its "As-Is" condition, but constructed to at least the base building condition as specified in Exhibit D & E. If the Second Expansion Space has not been constructed beyond the base Building condition set forth below: in Exhibits D & E, the determination of Market Rate will reflect the unimproved condition of the space. The space leased pursuant to the Second Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ shall be added to the Premises on the date of delivery thereof by Landlord, but Tenant's obligation to pay Rent with respect thereto shall not commence until the earlier of (i) the date which is four (4) months after such delivery date, or (ii) the date on which Tenant commences using such space for business purposes. (d) Within thirty (30) days of receiving Tenant's notice exercising the Second Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can be exercised only by Tenant delivering unconditional written Option, Landlord shall give notice of exercise to Landlord on or before Landlord's good faith estimate of the applicable exercise date Market Rate for the Expansion Space. The Market Rate set forth abovein such notice by Landlord shall be controlling unless within thirty (30) days after such notice Tenant shall notify Landlord that it objects to Landlord's estimate of Market Rate, in which case the Market Rate shall be determined in accordance with Section 3.5 of this Lease. If for any reason the Market Rate has not been determined prior to the date when monthly Rent on the Second Expansion Space commences, then Tenant shall pay monthly Rent based upon Landlord's estimates until the monthly Rent has been determined at which time Landlord does not actually receive this unconditional written notice of exercise when requiredshall pay to Tenant or Tenant shall pay to Landlord, that Expansion Option will lapse and become null and void. If Tenant fails to validly exercise at least two (2) out of the first three (3) Expansion Optionsas appropriate, the fifth amount equal to the overpayment or underpayment of Rent for such Second Expansion Space. (5/th/e) Expansion Option will lapse and become null and void. The Expansion Options are granted to and may be exercised by Tenant on the express condition that, If at the time of exercise or at any time thereafter until the exercise and at all times before vacant possession commencement of the Term as to the Expansion Space, an Event of Default exists under this Lease, Tenant will have no right to exercise its option as to the relevant Expansion Spade and/or to lease such Expansion Space. (f) Within ten (10) days after request by Landlord or Tenant, the parties will execute an amendment to this Lease, in the form prepared by Landlord, adding to the Premises any Expansion Space which Tenant has elected to lease, as of the date of commencement of the Term with respect to such Expansion Space, and otherwise upon the terms and conditions of this Lease. Tenant may elect to accelerate the Scheduled Commencement Date for the fourth and fifth floors of the Premises and/or the First Expansion Space. Upon written notice of Tenant's intent to accelerate the Commencement Date and the space to which such acceleration applies, Landlord shall make a commercially reasonable effort to deliver such space in the condition provided for in this Lease as of the date specified by Tenant, but Landlord, acting diligently, shall have no liability for failing to so deliver. If Tenant exercises its occupancy acceleration right and Landlord delivers the fourth and fifth floors of the Premises (currently scheduled for delivery/commencement on April 1, 2002) and/or the First Expansion Space to Tenant prior to their respective scheduled delivery/commencement dates under the Lease and in the condition required under this Lease, Tenant shall receive a credit ("Rent Credit") against Rent due under this Lease for each month the respective delivery dates are accelerated. The Rent Credit will be applied against the first installments of Rent coming due after the respective accelerated delivery/commencement dates. If the respective scheduled delivery/commencement dates are accelerated for any partial month, the Rent Credit will be prorated for such partial month on the basis of the total number of days in that particular month. The Rent Credit will be an amount equal to $1.67 multiplied by the number of rentable square feet of space, delivery of which is accelerated, multiplied by the number of months (or partial months) the respective scheduled delivery/commencement dates are accelerated. For example, if Tenant exercises its acceleration right with respect to two floors of the First Expansion Space (currently scheduled for delivery on January 1, 2003) and Landlord delivers the First Expansion Space to Tenant on October 15, 2002 (with all of the delivery conditions of Section 2.1 satisfied such that the commencement date for the First Expansion Space is delivered to TenantOctober 15, 2002), Tenant is not in defaultwill receive a Rent Credit equal to $361,356.67, calculated as follows: $1.67 multiplied by, 87,110 (2 floors @ 43,555 RSF each) multiplied by 2.484 (the partial month happens to be a month with 31 days, and 15 divided by 31 equals 0.484 when rounded to 3 decimal points). TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal With respect to the fourth and fifth floors of the Premises scheduled for delivery on April 1, 2002, only one of the floors has a carrying charge built into the Base Rent for such space, and the carrying charge is calculated only for a period of 3 months. Therefore, the Rent Credit for the fourth and fifth floors is limited to one floor for a maximum of 3 months. Accordingly, by way of example, if Tenant originally named in this Lease exercises its occupancy acceleration right with respect to the fourth and may not be exercised by or fifth floors of the Premises (currently scheduled for anyone else (except by an Acquiring Entitydelivery/commencement on April 1, 2002), and if Tenant Transfers any part of this Lease or Landlord delivers the Premises (except for Outside Subleases that all together aggregate less than 25% of the rentable area fourth and fifth floors of the Premises when madeto Tenant on October 15, or Family Subleases that 2001 (with all together aggregate less than 75% of the rentable area delivery conditions of Section 2.1 satisfied such that the commencement date for the fourth and fifth floors of the Premises when madeis October 15, or subleases 2001), Tenant will receive a Rent Credit equal to $218,210.55, calculated as follows: $1.67 multiplied by 43,555 (the Rent Credit is only applicable to one floor) multiplied by 3 (the maximum number of any type that all together aggregate less than 75% of months Tenant is entitled to a Rent Credit for this space). If Tenant exercises the rentable area foregoing right with respect to only one floor of the Premises when made) before scheduled for delivery/commencement on April 1, 2002, the beginning of an applicable Expansion Option term, at Landlord's election that Expansion Option and all future Expansion Options Rent Credit will lapse and become null and voidbe applied to such acceleration.

Expansion Options. Landlord grants to Tenant five shall have four (54), one (1) time options (the ----------------- "Expansion Options") to lease the Expansion Space on the terms and conditions of this Lease, except as set forth below. "Expansion Space" means the unleased additional space in the Project held for lease by Landlord, portions Building in blocks of which may be up to approximately 15,000 usable square feet or the remaining space in the Building not leased by Tenant pursuant to the exercise of an Expansion Option as described below. For each Expansion Option that is validly exercised by Tenant, subject if less than 15,000 usable square feet. These options shall be on the fourth, sixth, eighth and tenth anniversary dates of the Commencement Date. Tenant, in order to exercise said options, must notify Landlord in writing not later than nine (9) months prior to the terms of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of rentable area in the Project. The dates by which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an Expansion Option, Landlord will diligently attempt to deliver vacant possession respective anniversary date of the applicable Expansion Space to Tenant on or before the dates set forth below: Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can be exercised only by Tenant delivering unconditional written notice of exercise to Commencement Date. Landlord on or before the applicable exercise date set forth above. If for any reason Landlord does shall deliver expansion space not actually receive this unconditional written notice of exercise when required, that Expansion Option will lapse and become null and void. If Tenant fails to validly exercise at least two (2) out of the first later than three (3) Expansion Optionsmonths after the respective anniversary date. Basic Annual Rent on a per rentable square foot basis for the expansion areas shall be calculated by taking the Basic Annual Rent during the first year of the Lease Term ($15.15 per square foot) minus Landlord’s share of Operating Costs for the twelve (12) month period after the Commencement Date, multiplied by 1.03 per year (compounded annually) to the fifth date of said expansion option and then adding Landlord’s share of Operating Costs for the twelve (5/th/12) Expansion Option will lapse month period after the Commencement Date. The interior finish allowance for the option exercisable for the fourth and become sixth anniversaries for space that previously has not been leased shall be the same as the per square foot amount originally provided by Landlord regarding the Landlord’s Work without the upgrades described as items 3(A), 3(B), 3(D), 3(E), 3(F), 3(I), 3(J) and 3(K) in Exhibit C-1. The interior finish allowance for the option exercisable for the fourth and sixth anniversaries for space that previously has been leased, built out and occupied by a third party shall be $4.00 per usable square foot. The interior finish allowance regarding the option exercisable for the eighth anniversary date of the Commencement Date shall be one-half the allowance on a per usable square foot basis for the options exercised on the fourth and sixth anniversaries. If Tenant does not exercise any one of its options to expand within the time frame stated above, that particular option shall be deemed null and void. The Expansion Options are granted to Lease Term for any expansion area shall be coterminous with the Lease Term or Extended Term as applicable, and may be exercised by Tenant on the express condition that, at option exercisable for the time of the exercise and at all times before vacant possession of the Expansion Space is delivered to Tenant, Tenant is not in default. TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal to the Tenant originally named in this Lease and may tenth anniversary cannot be exercised by or for anyone else (except by an Acquiring Entity), and if Tenant Transfers any part of this Lease or unless the Premises (except for Outside Subleases that all together aggregate less than 25% term of the rentable area of the Premises when made, or Family Subleases that all together aggregate less than 75% of the rentable area of the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option term, at Landlord's election that Expansion Option and all future Expansion Options will lapse and become null and voidLease is extended.

Expansion Options. Landlord grants to Tenant five shall have four (54), one (1) time options (the ----------------- "Expansion Options") to lease the Expansion Space on the terms and conditions of this Lease, except as set forth below. "Expansion Space" means the unleased additional space in the Project held for lease by Landlord, portions Building in blocks of which may be up to approximately 15,000 usable square feet or the remaining space in the Building not leased by Tenant pursuant to the exercise of an Expansion Option as described below. For each Expansion Option that is validly exercised by Tenant, subject if less than 15,000 usable square feet. These options shall be on the fourth, sixth, eighth and tenth anniversary dates of the Commencement Date. Tenant, in order to exercise said options, must notify Landlord in writing not later than nine (9) months prior to the terms of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of rentable area in the Project. The dates by which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an Expansion Option, Landlord will diligently attempt to deliver vacant possession respective anniversary date of the applicable Expansion Space to Tenant on or before the dates set forth below: Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can be exercised only by Tenant delivering unconditional written notice of exercise to Commencement Date. Landlord on or before the applicable exercise date set forth above. If for any reason Landlord does shall deliver expansion space not actually receive this unconditional written notice of exercise when required, that Expansion Option will lapse and become null and void. If Tenant fails to validly exercise at least two (2) out of the first later than three (3) Expansion Optionsmonths after the respective anniversary date. Basic Annual Rent on a per rentable square foot basis for the expansion areas shall be calculated by taking the Basic Annual Rent during the first year of the Lease Term ($15.15 per square foot) minus Landlord's share of Operating Costs for the twelve (12) month period after the Commencement Date, multiplied by 1.03 per year (compounded annually) to the fifth date of said expansion option and then adding Landlord's share of Operating Costs for the twelve (5/th/12) Expansion Option will lapse month period after the Commencement Date The interior finish allowance for the option exercisable for the fourth and become sixth anniversaries for space that previously has not been leased shall be the same as the per square foot amount originally provided by Landlord regarding the Landlord's Work without the upgrades described as items 3(A), 3(B), 3(D), 3(E), 3(F), 3(I), 3(J) and 3(K) in Exhibit C-1. The interior finish allowance for the option exercisable for the fourth and sixth anniversaries for space that previously has been leased, built out and occupied by a third party shall be $4.00 per usable square foot. The interior finish allowance regarding the option exercisable for the eighth anniversary date of the Commencement Date shall be one-half the allowance on a per usable square foot basis for the options exercised on the fourth and sixth anniversaries. If Tenant does not exercise any one of its options to expand within the time frame stated above, that particular option shall be deemed null and void. The Expansion Options are granted to Lease Term for any expansion area shall be coterminous with the Lease Term or Extended Term as applicable, and may be exercised by Tenant on the express condition that, at option exercisable for the time of the exercise and at all times before vacant possession of the Expansion Space is delivered to Tenant, Tenant is not in default. TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal to the Tenant originally named in this Lease and may tenth anniversary cannot be exercised by or for anyone else (except by an Acquiring Entity), and if Tenant Transfers any part of this Lease or unless the Premises (except for Outside Subleases that all together aggregate less than 25% term of the rentable area of the Premises when made, or Family Subleases that all together aggregate less than 75% of the rentable area of the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option term, at Landlord's election that Expansion Option and all future Expansion Options will lapse and become null and voidLease is extended.

Expansion Options. Landlord grants to So long as no event of default under this Lease has occurred and is continuing at the time that the option may be exercised or at the time that any expansion of the Premises becomes applicable as provided herein, Tenant five shall have the following three (53) options (the ----------------- "Expansion Options") to lease expand the Expansion Space on Premises, each of which shall be subject to the terms and conditions of this LeaseSection 3: A. The first Expansion Option shall be available to Tenant only if Tenant has not exercised its Pre-Occupancy Option to add the balance of Floor 11 of the Building to the initial Premises. The first Expansion Option, except if exercised, will be applicable to a portion of the remainder of Floor 11 of the Building which was not included within the initial Premises, which portion shall consist of from 8000 to 12,000 square feet of Rentable Area, as designated by Landlord (the "First Expansion Space"). If the first Expansion Option is exercised, the First Expansion Space will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, which shall be between the date which is three (3) years from the Commencement Date and the date which is four (4) years from the Commencement Date (the "First Occupancy Date"). B. The second Expansion Option shall be available to Tenant only if (i) Tenant has not exercised its Pre-Occupancy Option to add the balance of Floor 11 of the Building to the initial Premises, and (ii) if Tenant has previously exercised the first Expansion Option.. The second Expansion Option, if exercised, will be applicable to all of the remainder of Floor 11 of the Building which was not included within either the initial Premises or the First Expansion Space (the "Second Expansion Space"). If the second Expansion Option is exercised, the Second Expansion Space will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, which shall be between the date which is four (4) years from the Commencement Date and the date which is five (5) years from the Commencement Date (the "Second Occupancy Date"). C. The third Expansion Option shall be available to Tenant only (i) if Tenant has not exercised its Pre-Occupancy Option to add Floor 10 of the Building to the initial Premises, (ii) if Tenant has previously exercised the first and second Expansion Options, and (iii) if Tenant has previously exercised its first Renewal Option to extend the Term by an additional five (5) years. The third Expansion Option, if exercised, will be applicable to all of Floor 10 of the Building (the "Third Expansion Space"). If the third Expansion Option is exercised, the Third Expansion Space will be delivered by Landlord to Tenant for the purpose of commencing its tenant finish work therein on a date to be designated by Landlord, which shall be between the date which is five (5) years from the Commencement Date and the date which is six (6) years from the Commencement Date (the "Third Occupancy Date"). Existing Sections 3.C through 3.G of Exhibit A are relettered as Sections 3.D through 3.H. The first sentence of new Section 3.D (former Section 3.C) of Exhibit A is amended to read: "If an Expansion Option is available to Tenant as set forth below. above, Landlord shall notify Tenant of the applicable Occupancy Date at least twelve (12) months prior thereto (each, an "Expansion SpaceOccupancy Notice")." means the unleased space in the Project held for lease by Landlord, portions The first sentence of which may be leased by Tenant pursuant new Section 3.E (former Section 3.D) of Exhibit A is amended to the read: "In order to exercise of an Expansion Option as described below. For each Expansion Option that is validly exercised by Tenant, subject to the terms of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of rentable area in the Project. The dates by which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an any Expansion Option, Tenant shall be required to give Landlord will diligently attempt to deliver vacant possession of the applicable Expansion Space to Tenant on or before the dates set forth below: Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can be exercised only by Tenant delivering unconditional written notice of exercise to Landlord on or before (the "Exercise Notice") within thirty (30) days after the date upon which Tenant receives the applicable exercise date set forth above. If for any reason Landlord does not actually receive this unconditional written notice of exercise when required, that Expansion Option will lapse and become null and void. If Tenant fails to validly exercise at least two (2) out of the first three (3) Expansion Options, the fifth (5/th/) Expansion Option will lapse and become null and void. The Expansion Options are granted to and may be exercised by Tenant on the express condition that, at the time of the exercise and at all times before vacant possession of the Expansion Space is delivered to Tenant, Tenant is not in default. TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal to the Tenant originally named in this Lease and may not be exercised by or for anyone else (except by an Acquiring Entity), and if Tenant Transfers any part of this Lease or the Premises (except for Outside Subleases that all together aggregate less than 25% of the rentable area of the Premises when made, or Family Subleases that all together aggregate less than 75% of the rentable area of the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option term, at Landlord's election that Expansion Option and all future Expansion Options will lapse and become null and voidOccupancy Notice."

Expansion Options. Landlord grants Tenant shall have the following options to Tenant five (5) options (the ----------------- "Expansion Options") to lease the Expansion Space on the terms and conditions of this Lease, except as set forth below. "Expansion Space" means the unleased add space in the Project held for lease by Landlord, portions of which may be leased by Tenant pursuant Building to the exercise Premises: (a) An option (the “First Expansion Option”) to add to the Premises one half of an the number of Square Feet on the Floor immediately above the Initial Space. The First Expansion Option as described belowshall be exercised, if at all, by written notice from Tent to Landlord given not later than the first day of the third Lease Year. (b) An option (the “Second Expansion Option”) to add to the Premises one half of the number of Square Feet on the Floor immediately above the Initial Space. For each The Second Expansion Option that is validly exercised shall be exercised, if at all, by Tenant, subject written notice from Tenant to Landlord given not later than the first day of the fourth Lease Year. (c) An option (the “Third Expansion Option”) to add to the terms Premises all of this Article Landlord will deliver to Tenant vacant possession of not more than 35,000 nor less than 25,000 square feet of rentable area in the ProjectSquare Feet on the second Floor immediately above the Initial Space. The dates by which Tenant must exercise each Third Expansion Option are set forth below. If shall be exercised, if at all, by written notice from Tenant validly exercises an to Landlord given not later than the first day of the sixth Lease Year. (d) An option (the “Fourth Expansion Option, Landlord will diligently attempt ”) to deliver vacant possession add to the Premises all of the applicable Expansion Space to Tenant Square Feet on or before the dates set forth below: third Floor immediately above the Initial Space. The Fourth Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ shall be exercised, if at all, by written notice from Tenant to Landlord given not later than the first day of the eighth Lease Year. (e) An option (the “Fifth Expansion Option”) to add to the Premises all of the Square Feet on the fourth Floor immediately above the Initial Space. The Fifth Expansion Option 10/15/1999 12/15/1999 2/nd/ shall be exercised, if at all, by written notice from Tenant to Landlord given not later than the first day of the tenth Lease Year. (f) An option (the “Sixth Expansion Option”) to add to the Premises all of the Square Feet on the fifth Floor immediately above the Initial Space. The Sixth Expansion Option 03/01/2000 06/01/1999 3/rd/ shall be exercised, if at all, by written notice from Tenant to Landlord given not later than the first day of the twelfth Lease Year. (g) An option (the “Seventh Expansion Option”) to add to the Premises all of the Square Feet on the sixth Floor immediately above the Initial Space and one half of the number of Square Feet on the seventh Floor immediately above the Initial Space. The Seventh Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can shall be exercised only exercised, if at all, by written notice from Tenant delivering unconditional written to Landlord given not later than the first day of the fourteenth Lease Year. Any such notice of exercise to Landlord on or before the applicable exercise date set forth above. If for any reason Landlord does not actually receive this unconditional written notice of exercise when required, that Expansion Option will lapse shall be effective if and become null and void. If Tenant fails to validly exercise at least two (2) out of the first three (3) Expansion Options, the fifth (5/th/) Expansion Option will lapse and become null and void. The Expansion Options are granted to and may be exercised by Tenant on the express condition that, only if at the time of the exercise and at all times before vacant possession giving of the Expansion Space is delivered to Tenant, Tenant is not in default. TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal to the Tenant originally named in such notice this Lease and may not be exercised by or has been extended for anyone else (except by an Acquiring Entity), and if Tenant Transfers any part of this Lease or the Premises (except for Outside Subleases that all together aggregate less than 25% of the rentable area of the Premises when made, or Family Subleases that all together aggregate less than 75% of the rentable area of the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option term, at Landlord's election that Expansion Option and all future Expansion Options will lapse and become null and voidfirst Extended Term in accordance with Article 3.02.

Expansion Options. Landlord grants to Provided that on the date of Tenant's exercise of the applicable Expansion Option (as hereinafter defined) and on the applicable Expansion Space Commencement Date (as hereinafter defined) (i) this Lease is in full force and effect and (ii) no Default by Tenant five is in existence, Tenant shall have two (52) options to lease additional space in the Building (each an "Expansion Option" and collectively the ----------------- "Expansion Options") pursuant to lease the Expansion Space this Lease on the terms and conditions of this Lease, except as set forth in this Article. (a) Each of Tenant's two (2) Expansion Options shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said Expansion Option given not later than the applicable latest exercise date designated below. ", time being of the essence: (b) If Tenant's right as to either of the Expansion Space" means Options described above is not so exercised on or before the unleased space in applicable latest exercise date described above, such applicable Expansion Option shall thereupon terminate. (c) Landlord shall determine the Project held amount of Expansion Space to be made available for lease by Landlord, portions of which may be leased by Tenant pursuant to and the exercise of an applicable Expansion Option as described below. For each Expansion Option that is validly exercised by TenantSpace Commencement Date, subject to the terms following conditions: (▇) The designated Expansion Space shall be located on any of this Article Landlord will deliver to Tenant vacant possession floors 2 through 16, inclusive, of not more than 35,000 nor less than 25,000 square feet the Building. Notwithstanding the foregoing, if Suite 700 of rentable area in the Project. The dates by Building (which Tenant must exercise each Expansion Option are set forth below. If Tenant validly exercises an consists of approximately 14,000 Rentable Square Feet on the 7th floor of the Building) is available during the window period for the second Expansion Option, Landlord will diligently attempt shall designate said Suite 700 as the Expansion Space for the second Expansion Option and the Expansion Space Commencement Date with respect to deliver vacant possession said Suite 700 shall be June 1, 2016. Landlord shall give Tenant written notice of the size and location of the applicable Expansion Space and the applicable Expansion Space Commencement Date no later than sixty (60) days following receipt of Tenant's exercise notice; provided, however, that notwithstanding the forgoing, Landlord shall not be obligated to provide written notice designating the Expansion Space or Expansion Space Commencement Date sooner than February 28, 2010, with respect to the first Expansion Option and March 31, 2015, with respect to the second Expansion Option. (e) The Basic Rent per square foot of Rentable Area to be paid under this Lease for the applicable Expansion Space shall be the Expansion Prevailing Market Rate (as determined pursuant to Article XXVI above) and as of the applicable Expansion Space Commencement Date for the applicable Expansion Space. Tenant's Proportionate Share shall be increased as of each applicable Expansion Space Commencement Date to reflect the number of Rentable Square Feet of the applicable Expansion Space. Expansion Space shall be tendered to Tenant in an "as is" condition and Landlord shall have no obligation to alter, remodel, decorate or improve Expansion Space (or to pay for any such work). (f) Within sixty (60) days after receipt of Tenant's notice of exercise of the Expansion Option, Landlord shall advise Tenant of the applicable Expansion Prevailing Market Rate for the applicable Expansion Space. Tenant, within fifteen (15) days after the date on or before which Landlord advises Tenant of the dates set forth below: applicable Expansion Option Exercise Date Delivery Date ------------------------------- ------------------------------- ------------------------------- 1/st/ Prevailing Market Rate for the applicable Expansion Option 10/15/1999 12/15/1999 2/nd/ Expansion Option 03/01/2000 06/01/1999 3/rd/ Expansion Option 09/01/2000 12/01/2000 4/th/ Expansion Option 12/01/2000 06/01/2001 5/th/ Expansion Option 06/01/2001 12/01/2001 The Expansion Options can be exercised only by Tenant delivering unconditional Space, may provide Landlord with written notice of exercise to Landlord on or before rejection of such Expansion Prevailing Market Rate (the applicable exercise date set forth above. If for any reason Landlord does not actually receive this unconditional written notice of exercise when required, that "Expansion Option will lapse and become null and voidRejection Notice"). If Tenant fails to validly exercise at least provide Landlord with an Expansion Rejection Notice within such fifteen (15) day period, Tenant shall be deemed to have accepted the Expansion Prevailing Market Rate set forth in Landlord's notice of the Expansion Prevailing Market Rate. If Tenant provides Landlord with an Expansion Rejection Notice, Landlord and Tenant shall work together in good faith during the fifteen (15) day period following Tenant's delivery of the Expansion Rejection Notice to agree upon the Expansion Prevailing Market Rate. If Landlord and Tenant fail to agree upon the Expansion Prevailing Market Rate within fifteen (15) days after Tenant delivers an Expansion Rejection Notice, then Tenant may elect, by giving notice (the "Expansion Arbitration Notice") to Landlord within five (5) business days after the end of such fifteen (15) day period, to have the Expansion Prevailing Market Rate determined pursuant to Section (g) below. If Tenant fails to provide Landlord with an Expansion Arbitration Notice within such five (5) business day period, Tenant shall be deemed to have accepted the Expansion Prevailing Market Rate set forth in Landlord's notice of the Expansion Prevailing Market Rate. (g) If the Expansion Prevailing Market Rate is to be determined pursuant to this Section, then Landlord and Tenant shall attempt to agree, in good faith, upon a single broker not later than five (5) days following the giving of the Expansion Arbitration Notice who shall determine the Expansion Prevailing Market Rate. If Landlord and Tenant are unable to agree upon a single broker within such time period, then Landlord and Tenant shall each appoint one broker not later than ten (10) days following the giving of the Expansion Arbitration Notice. Not later than fifteen (15) days following the giving of the Expansion Arbitration Notice, the two appointed brokers shall appoint a third broker. If either Landlord or Tenant fails to appoint a broker within the prescribed time period, the single broker appointed shall determine the Expansion Prevailing Market Rate. If both parties fail to appoint brokers within the prescribed time periods, then the first broker thereafter selected by a party shall determine the Expansion Prevailing Market Rate. If a single broker is chosen, then such broker shall determine the Expansion Prevailing Market Rate. Otherwise, the Expansion Prevailing Market Rate shall be the arithmetic average of two (2) out of the first three (3) Expansion Optionsappraisals which are the closest in amount, and the fifth (5/th/) Expansion Option will lapse third appraisal shall be disregarded. Landlord and become null and void. The Expansion Options are granted Tenant shall instruct the brokers to and may be exercised by Tenant on the express condition that, at the time of the exercise and at all times before vacant possession complete their determination of the Expansion Space is delivered to Tenant, Tenant is Prevailing Market Rate not in defaultlater than thirty (30) days following the giving of the Expansion Arbitration Notice. TIME IS ABSOLUTELY OF THE ESSENCE. The Expansion Options are personal to Each party shall bear the Tenant originally named in this Lease and may not be exercised by or for anyone else (except by an Acquiring Entity)costs of its own broker, and the parties shall share equally the cost of the single or third broker if Tenant Transfers applicable. Each broker shall have at least ten (10) years' experience in the leasing of commercial office buildings (or, in the case of any part retail space with respect to which Expansion Prevailing Market Rent is being determined, ten (10) years’ experience in the leasing of retail space located in commercial office buildings) in the submarket in which the Building is located and shall be a licensed real estate broker. (h) Any termination of this Lease or of Tenant's right to possession, any assignment of the Lease (other than to an Affiliate or Successor), or any subletting of all or any part of the Premises (except other than to an Affiliate or Successor) shall automatically terminate the Expansion Options. It shall be a condition to Tenant's right to exercise an Expansion Option that Tenant shall be occupying, solely for Outside Subleases that its own use, all together aggregate less than 25% space in the Building then subject to this Lease. (i) If Tenant is entitled to and properly exercises the Expansion Option, Landlord shall prepare an amendment (the "Expansion Amendment") to the Lease to reflect the terms of the rentable area lease of the Premises when madeapplicable Expansion Space. However, or Family Subleases that all together aggregate less than 75% an otherwise valid exercise of the rentable area of the Premises when made, or subleases of any type that all together aggregate less than 75% of the rentable area of the Premises when made) before the beginning of an applicable Expansion Option termshall, at Landlord's election that option, be fully effective whether or not the Expansion Option and all future Expansion Options will lapse and become null and voidAmendment is executed.